Agreement

In consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

If, and only if, the Company and McAfee, Inc. (the “Buyer”) enter into a transaction (the “Transaction”) that is contemplated by and consistent with the October 1, 2006 draft of the Asset Purchase Agreement provided by the Company to the Holders for review (the “APA”), the Holders agree to the terms set forth in this Agreement, including the agreement to accept $18.84 million (the “Redemption Amount”) as payment for the redemption of their shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), in full satisfaction of any liquidation preference or redemption payment that would otherwise be due to the Holders or their successors or assigns upon closing of the Transaction (the “Redemption”); provided, that the Holders shall be entitled to receive an additional payment of up to $4.71MM (the “Additional Payment”) if  the purchase price for the assets of the Company (whether received by the Company at or after the closing) results in an amount sufficient to legally pay the holders of the Company’s common stock an aggregate amount in excess of $19.75 million in total or $0.57 / share of common stock (after payment of taxes, creditors, transaction expenses and the Preferred Stock) (the “Threshold Amount”).  The Redemption Amount shall be paid in full to the Holders within three business days after  the closing of the acquisition contemplated by the APA.  If and when the Threshold Amount is reached, no further payments shall be made to the Company’s common stockholders until the entire Additional Payment amount has been paid to the Holders.  Following the Additional Payment, the parties agree that the balance of the proceeds, if any, shall be for the benefit of the Company’s common stockholders.  As soon as practicable, the Company agrees to provide the Holders with a full and accurate accounting of the sources and uses of funds in the Transaction.  Immediately upon closing of the Transaction, the Preferred Stock held by the Holders will be entitled to no rights other than the right to receive the Redemption proceeds and Additional Payment (if any), as calculated in accordance with this paragraph.  Upon receipt of such Redemption proceeds and Additional Payment (if any), the Holders agree to promptly return all Preferred Stock certificates to the Company along with duly executed stock powers transferring such shares to the Company.