THIS ASSET CONTRIBUTION AND RECEIVABLES SETTLEMENT AGREEMENT is entered into as of January 1, 1999 (the "EFFECTIVE DATE"), by and between NETWORKS ASSOCIATES, INC., a Delaware corporation ("NAI"), and McAFEE. COM CORPORATION., a Delaware corporation and a wholly owned subsidiary of NAI ("MCAFEE. COM").

RECITALS

WHEREAS, McAfee. com is a wholly-owned subsidiary of NAI; and

WHEREAS, McAfee. com is engaged in the field of internet-based software sales and services, and the conduct of such other activities as may be incidental or related thereto; and

WHEREAS, consistent with the resolutions of the NAI board of directors, NAI is to transfer to McAfee. com certain intellectual property and related research and development assets, including assets previously owned by the direct and indirect wholly owned subsidiaries of NAI, as well as certain rights to future revenues and tangible assets including cash; and

WHEREAS, NAI and McAfee. com desire such transfer of assets to qualify as a tax-free contribution of capital under Section 351 of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained herein, and for other good and valuable consideration, the receipt and legal sufficiency whereof are hereby acknowledged, the parties hereto further agree as follows:

ARTICLE I

TRANSFER OF ASSETS

SECTION 1.1 AGREEMENT TO TRANSFER AND TRANSFER OF INCLUDED ASSETS. Upon and subject to the terms and conditions of this Agreement, as of January 1,1999, NAI hereby assigns, agrees to assign, transfers, conveys and delivers to McAfee. com all of its right, title, and interest in the following assets (the "INCLUDED ASSETS"): all tangible personal property, intangible property, rights and other assets owned by NAI and listed in Exhibit A attached hereto, as of the Closing Date.

SECTION 1.2 FURTHER AGREEMENTS TO TRANSFER ASSETS. Following the Effective Date of this Agreement, if the NAI board of directors approves a subsequent assignment or transfer to McAfee. com of assets not included among the Included Assets, and the McAfee. com board of directors approves the acceptance of such subsequent assignment or transfer of assets (an "ADDITIONAL TRANSFER"), then such Additional Transfer may be effected subject to the terms and conditions of this Agreement. Such Additional Transfer may be effected by adding a list of the assets to be included in the Additional Transfer in an addendum to Exhibit A, and by the execution of an additional Bill of Sale substantially in the form attached hereto as Exhibit B.

SECTION 1.3 LIABILITIES. NAI shall not transfer, and McAfee. com shall not assume, any liabilities whatsoever as part of this Agreement, except for those liabilities that may result directly from any of the Included Assets on Exhibit A. Such liabilities resulting directly from any of the Included Assets on Exhibit A shall be referred herein to as the "ASSUMED LIABILITIES".

SECTION 1.4 CONSIDERATION FOR THE TRANSFER. As consideration for the transfer described in Section 1.1 above, McAfee. com agrees to record such transfer as a contribution of capital on behalf of NAI. NAI shall not receive and McAfee. com shall not give any additional stock or other consideration inconsideration of this transfer.

SECTION 1.5 COOPERATION. NAI shall take all actions necessary to execute any and all documents as may be reasonably requested by McAfee. com from time to time to transfer the assets listed in Section 1.1 hereof and Exhibit A hereto and otherwise fully vest or perfect in McAfee. com all right, title and interest in and to such assets assigned pursuant to this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF NAI

NAI hereby represents and warrants to McAfee. com as follows:

SECTION 2.1 INCORPORATION; AUTHORIZATION; ETC.

(a) Organization and Good Standing. NAI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of the State of Delaware. NAI has full corporate power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by NAI has been duly authorized by all necessary corporate and stockholder actions.

(b) Binding Effect. This Agreement has been duly executed and delivered by NAI and, assuming the due execution and delivery hereof by McAfee. com, constitutes the legal, valid and binding obligation of NAI, enforceable against NAI in accordance with its terms.

(c) Ownership of Assets. NAI has good, valid and marketable title to all the Included Assets free and clear of all claims, charges, liens, mortgages, security interests, pledges, restrictions or encumbrances. NAI owns or possesses licenses or other legally enforceable rights to use all intellectual property related and other intangible assets which are Included Assets.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MCAFEE. COM

McAfee. com hereby represents and warrants to NAI as follows:

SECTION 3.1 INCORPORATION; AUTHORIZATION; ETC.

(a) Organization. McAfee. com is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. McAfee. com has full corporate power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by McAfee. com has been duly authorized by all necessary corporate actions on the part of McAfee. com.

(b) Binding Effects. This Agreement has been duly executed and delivered by McAfee. com, and, assuming the due execution and delivery hereof by NAI, this Agreement constitutes the legal, valid and binding obligation of McAfee. com, enforceable against McAfee. com in accordance with its terms.

ARTICLE IV

ADDITIONAL COVENANTS AND MISCELLANEOUS PROVISIONS

SECTION 4.1 INDEMNIFICATION. In the event that the transfer of assets effected by this Agreement fails to qualify as a tax-free contribution of capital under Section 351 of the Internal Revenue Code of 1986, as amended, McAfee. com agrees to indemnify NAI against any tax liabilities, losses, claims, or other damages that result from such failure.

SECTION 4.2 ACCOUNT RECONCILIATION. In connection with the assets being contributed to McAfee. com pursuant to this Agreement, including but not limited to those assets specified in Exhibit A hereto, and any other assets attributable to the McAfee. com business as operated since January 1, 1996, NAI will make a single, lump-sum, no interest payment net of all taxes to McAfee. com for purposes of reconciling the accounts of each company. To the extent any revenues are received by NAI after September 30, 1999 which are attributable to McAfee. com assets or the McAfee. com business, NAI shall make a lump-sum payment without interest to McAfee. com on a quarterly basis thereafter.

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