AMENDED AND RESTATED ELECTRONIC SOFTWARE
RESELLER/WEB SITE SERVICES AGREEMENT

This Amended and Restated Electronic Software Reseller/Web Site Services Agreement (the "Agreement") is made and entered into effective as of May 17,1999, by and between Beyond. com Corporation, a Delaware corporation, formerly known as Software. net Corporation, located at 1195 West Fremont Avenue, Sunnyvale, California 94087 ("Reseller") and Networks Associates, Inc., a Delaware corporation, doing business as Network Associates, Inc. located at 3965 Freedom Circle, Santa Clara, California 95054 ("Vendor").

BACKGROUND

(a) Vendor and Reseller are parties to that certain Web Site Services Agreement dated as of September 21, 1998 and wish to Amend and Restate such Web Site Services Agreement as set forth herein.

(b) Vendor is the owner of all rights to (or has a license to sell) the Software and Reseller desires to purchase Software from Vendor for resale on the Managed Site subject to the terms and conditions of this Agreement.

(c) Vendor and Reseller have entered into a certain Co-Hosting Agreement relating to the offering of software and computer hardware from Vendor's United States based public web site (other than the web site maintained by Vendor at www. mca fee mall. com (or such other name as the site may be given from time to time, including, without limitation, the "McAfee Store") (the "Managed Site")).

(d) Vendor desires to enter into this Agreement, whereby Reseller would purchase Vendor's product from Vendor for the purpose of reselling Vendor's Products to End-User customers in accordance with the terms and conditions hereof. To enhance Reseller's marketing opportunities Reseller shall also operate and manage certain aspects of the Managed Site on behalf of Vendor and [*] as defined herein.

(e) Vendor and Reseller understand that performance requirements, and definitions in the Co-Host Agreement dated September 21, 1998, related to the Web Site Services Agreement dated September 21, 1998, remain and to the extent applicable shall apply to this Amended and Restated Electronic Software Reseller/Web Site Services Agreement. Exhibit A to this Agreement shall super cede Exhibit E of the Co-Host Agreement to the extent of any inconsistent terms.

NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, the parties hereby agree that the Web Site Services Agreement dated as of September 21, 1998 is amended and restated in its entirety as follows:

1. DEFINITIONS.

Unless otherwise defined herein, the terms used in this Agreement shall have the following meanings:

(a) CONTENT: means the text, pictures, sound, graphics, video and other data that appears on the applicable web page or web site.

* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

(b) CUSTOMIZED CONTENT: means the Vendor-specific content that is set up by Reseller under this Agreement for the Managed Site. Customized Content shall be subject to the prior approval of Vendor and its continued placement on the Managed Site thereafter shall be subject to the results of the quarterly status meetings described in Exhibit "A".

(c) VENDOR CONTENT: means the content specifically provided by Vendor to be included in the Managed Site.

(d) RESELLER CONTENT: means content specifically provided by Reseller to be included in the Managed Site. Reseller Content shall be subject to the prior approval of Vendor and its continued placement on the Managed Site thereafter shall be subject to the results of the quarterly status meetings described on Exhibit "A".

(e) RESELLER PROPRIETARY HOST SYSTEM: means Reseller's proprietary engine that is maintained on Reseller's servers and that permits Clients to review literature and place orders to obtain Vendor Products via the world wide web.

(f) RESELLER TRADEMARKS: means the trademarks, service marks, trade names and logos used and owned by Reseller.

(g) CLIENT: means a customer that utilizes the Managed Site in purchasing Vendor Products from Reseller.

(h) VENDOR TRADEMARKS: means the trademarks, service marks, trade names and logos used by and owned by Vendor.

(i) SOFTWARE: means retail desktop software products offered by Vendor under the "McAfee" brand or other Vendor-owned or licensed brand, which Vendor makes available for sale via the Internet. Software shall include both electronically delivered software and packaged software delivered directly to the Client. Software shall not include any subscription based services managed by Vendor and offered on NAI Internet Sites other than the Managed Site. The term "Product" shall have the same meaning as the term "Software".

(j) OTHER TERMS: Other capitalized terms used herein shall have the same meaning as provided in the Co-Hosting Agreement unless the context requires otherwise.

2. VENDOR OBLIGATIONS.

(a) Vendor shall establish and maintain the appropriate hypertext links from its Online Service Page and the Vendor internet sites to the designated URL or URLs for the Managed Site under the designation, the McAfee Mall, McAfee Store or such other designation as may be given to the Managed Site. Such links shall be of reasonable prominence to give sufficient notice to viewers of Vendor's Online Service Page.

(b) Other than technical support related to Clients' purchases and downloading of the Vendor Products, Vendor shall provide all other support to Clients, including without limitation, the support being provided in accordance with its current technical support policies.

(c) Vendor shall sell to Reseller, Vendor's product licenses for resale pursuant to the terms of Exhibit A and, Vendor shall cooperate and work with Reseller in accordance with the terms of the Miscellaneous section of Exhibit "A" of this Agreement.

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