ELECTRONIC SOFTWARE RESELLER/WEB SITE SERVICES AGREEMENT

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.mcafeemall.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 pay Vendor a Promotional Fee 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 supercede 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.



(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.



(d) U.S. Sales. Vendor shall sell all software from United States based public web sites exclusively through the Managed Site or the Destination (as defined in the Co-Hosting Agreement).



(e) Vendor agrees that any Software offered for sale on the Managed Site and any Foreign Sites (as defined in Subsection (h)) must be fulfilled, at Vendor's election, through the Managed Site, the Foreign Sites, the Destination or must link to the Co-Host Site (as defined in the Co-Hosting Agreement). Vendor will not advertise on the Managed Site or Foreign Site (whether with banners, buttons or other forms of online advertising) or link directly to web sites that are involved in the resale of software from such page on the web sites.



(f) Vendor will display on each page of the Managed Site and any Foreign Sites a statement to the effect that the Managed Site or Foreign Site is operated by Vendor in a marketing partnership with Reseller. The parties will agree in good faith on the prominence and exact format of such statement on each such page with increasing prominence to be given to such statement on the online order pages of the Managed Site or Foreign Site with the intent that Clients would reasonably perceive that they are purchasing Vendor's products from Reseller.



(g) Vendor will reasonably promote and operate the Managed Site and any Foreign Sites.



(h) Right of First Refusal for Foreign Sales



(i) Foreign Sales Notice. For each Foreign Territory, Vendor shall not

sell any Software or hardware from a web site in the Foreign Territory

unless Vendor first shall have provided Reseller with written terms

addressing the (1) language for displayed text, (2) currencies

supported, (3) language for customer support including email and

telephone, (4) product reseller discounts, (5) fulfillment, (6)

payment options, (7) reporting requirements, (8) uptime requirements,

(9) privacy policy, (10) projected sales, (11) the launch date for

each material term not less than 30 days from the date of receipt of

Foreign Sales Notice (the "Foreign Sales





Notice"). A "Foreign Territory" shall mean one of the territories

set forth on Exhibit E.



(ii) First Refusal Exercise Notice. Within twenty (20) days following

Reseller's receipt of the Foreign Sales Notice (the "Option

Period") Reseller and/or its assigns shall have the exclusive

right to accept the proposed terms of the Foreign Sales Notice

(the "Proposed Terms"). Any acceptance by Reseller shall be made

in writing and include a commercially reasonable and detailed

implementation plan. "Foreign Sites" shall include each web sites

designated by Reseller and/or its assigns pursuant to each

acceptance of Proposed Terms.



(iii) Non-Exercise. If Reseller and/or its assigns do not accept the

Proposed Terms within the Option Period, then Vendor may initiate

sales of the Software from a web site in the Foreign Territory

upon the Proposed Terms within 90 days of the Foreign Sales

Notice. Vendor shall submit to Reseller a new written Foreign

Sales Notice in accordance with the requirements of this Right of

First Refusal prior to entering any material changes in the

Proposed Terms.



(iv) Expiration of Transfer Period. Following such 90-day period, if

Vendor has not initiated sales of the Software in the Foreign

Territory, then no sales of the Software and no change in the

Proposed Terms shall be permitted without a new written Foreign

Sales Notice submitted in accordance with the requirements of

this Right of First Refusal.



3. RESELLER OBLIGATIONS.



(a) Reseller will build, maintain and manage the online order pages of the Managed Site (the "Order Pages") to process orders for Vendor Products both for electronic software download ("ESD") and for physical delivery. The structure of the Order Pages shall be based on Reseller's standard templates, but the graphical content, including the Customized Content will be subject to the approval of Vendor. All buttons, links and labels for the Managed Site shall be labeled McAfee Mall, McAfee Store or other designation approved by Vendor.



(b) Reseller shall be responsible for supporting Clients in the purchase and fulfillment process from the Managed Site, but will not otherwise provide product or technical support. Reseller will exercise all commercially reasonable efforts to distribute the most current version of Vendor's Products and other products which Vendor makes or desires to make available from the Managed Site.



(c) Reseller shall purchase from Vendor, Vendor's Product Licenses for resale pursuant to the terms of Exhibit A and, Reseller shall cooperate and work with Vendor in accordance with Exhibit "A".



(d) Reseller shall undertake export and licensing restriction management in accordance with the requirements set forth in the Co-Hosting Agreement and the Reseller Agreement, which export and licensing restriction requirements are incorporated herein by reference. Reseller shall







comply with all applicable laws in connection with the operation of the Managed Site, including without limitation, laws relating to the use of information concerning Vendor Clients. Subject to the Reseller's rights set forth in Section 5(c) of this Agreement, Reseller shall also comply with Vendor's on-line privacy policies to the extent commercially reasonable upon written notice of such policies.



(e) Vendor shall be responsible for all credit card fraud activity committed on the Managed Site. The initial risk procedures for the Managed Site are set forth on Exhibit "C" attached hereto. The risk procedures shall be a subject in the quarterly meetings between the parties described in Exhibit "A".



4. LICENSE.



(a) CUSTOMIZED CONTENT. Vendor grants Reseller a non-exclusive, royalty-free license and right during the term of this Agreement, to use, reproduce, electronically distribute, publicly display, and publicly perform the Customized Content delivered to Reseller by Vendor only in connection with the Managed Site. Vendor shall indemnify and hold harmless Reseller for any liabilities, losses, damages, costs and expenses (including attorneys' fees and costs) based on any third party claim that Customized Content infringes another's U.S. patent, copyright, trademark, service mark, or trade secret or that said Customized Content is defamatory or violates another's right to publicity or privacy; provided that Reseller promptly notifies Vendor in writing of the claim and allows Vendor to control, and fully cooperates with Vendor in, the defense and all related settlement negotiations. Vendor shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement, or if in the Vendor's opinion such a claim is likely, Vendor shall have the right, at its option, to obtain the right for Reseller to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Software so that it is no longer infringing. The foregoing indemnification shall not apply to claims of infringement to the extent they arise by reason of the combination of the software or documentation with any other product if such claim would have been avoided but for such combination.



(b) RESELLER LINK. Reseller grants to Vendor a non-exclusive, non-transferable, revocable, royalty-free license and right during the term of this Agreement, to use, reproduce, electronically distribute, publicly display, and publicly perform Reseller's hypertext link, including certain of Reseller's graphic icon buttons and other proprietary content used in conjunction therewith as authorized in writing by Reseller, to link Vendor's web site to the Managed Site, provided that Vendor complies with section 9b, below. Reseller reserves the right to terminate the foregoing right if in its sole discretion, Vendor's usage of Reseller's hypertext link, graphic icon buttons and other proprietary content, harms the business, image and goodwill of Reseller.



5. PROPRIETARY RIGHTS.



(a) Vendor acknowledges that as between the parties, Reseller owns all right, title and interest in and to all components of the Order Pages and the Co-Host Site. Reseller acknowledges that as between the parties, Vendor owns all right, title and interest in and to the Managed Site and its associated URLs. Vendor acknowledges that the Reseller Trademarks are trademarks







owned solely and exclusively by Reseller, and agrees to use the Reseller Trademarks only in the form and manner and with appropriate legends as prescribed by Reseller. Vendor agrees not to use any other trademark or service mark in connection with any of the Reseller Trademarks without prior written approval of Reseller. All use of Reseller Trademarks shall inure to the benefit of Reseller. Reseller acknowledges that the Vendor Trademarks are trademarks owned solely and exclusively by Vendor, and agrees to use the Vendor Trademarks only in the form and manner and with appropriate legends as prescribed by Vendor. Reseller agrees not to use any other trademark or service mark in connection with any of the Vendor Trademarks without prior written approval of Vendor. All use of Vendor trademarks shall inure to the benefit of Vendor.



(b) Nothing in this Agreement shall give Vendor any right or license to use, reproduce, display or distribute (electronically or otherwise) any technology or intellectual property rights in the Order Pages and the Co-Host Site.



(c) Except as required by law, Reseller shall be entitled to use any information that it collects regarding the visitors to and purchasers from the Managed Site, including e-mail names, such information shall be considered co-owned by Vendor and Reseller, with the restriction that Reseller may not sell, license or disclose such information to any competitor of Vendor. Each End User will be afforded the opportunity to opt-out of either or both parties' marketing activities involving contacting such End User for promotional purposes. The form of such opt-out feature will be mutually determined by the parties. In the event a customer elects to opt-out of either parties' marketing activities Reseller may not use customer information in a manner that violates Vendor's privacy policy as published from time to time upon thirty (30) days notice to Reseller.



6. TERM AND TERMINATION.







(a) TERM. The term of this Agreement as amended and restated on the date hereof will be deemed to have commenced on May 17, 1999, and continue in effect until June 30, 2000, unless earlier terminated as herein provided ("Initial Term"). This Agreement will automatically be renewed for an additional one (1) year term ("Renewal Term") unless either party gives the other written notice of termination at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term.







(b) TERMINATION FOR CAUSE. This Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events:



(i) If the other ceases to do business, or otherwise terminates its business operations (or in the case of Vendor, sells or otherwise disposes of the Managed Site or any division of its business which includes the Managed Site); or



(ii) If the other shall fail to promptly secure or renew any material license registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement or if any such material license, registration, permit, authorization or approval is revoked or suspended and not reinstated within 30 days; or







(iii) If the other breaches any material provision of this Agreement and fails to fully cure such breach within thirty (30) days (ten (10) days in the case of failure to pay) of written notice describing the breach; or



(iv) By Reseller if the Vendor Uptime Requirement is not met in any one (1) month; or



(v) [Deleted]; or



(vi) By Vendor if the Reseller Uptime Requirement is not met in any one (1) month; or



(vii) If the other seeks protection under any bankruptcy receivership trust deed, creditor's arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within thirty (30) days.





(b1) TERMINATION BY RESELLER. Reseller may terminate the Agreement without cause if the Minimum Revenue Targets are not met in any year of the Term other than as a result of a breach of this Agreement by Reseller. As used in the preceding sentence, Minimum Revenue Targets shall mean in the first (1st) year of the Term, Aggregate Revenues of not less than nine million dollars ($9,000,000) and (ii) in the second (2nd) year of the Term, Aggregate Revenue of not less than twelve million dollars ($12,000,000) "Aggregate Revenue" shall have the same meaning as set forth in the Co-Hosting Agreement.



...