RESIGNATION AGREEMENT
                         AND GENERAL RELEASE OF CLAIMS

         1.      Richard Kreysar ("Kreysar") is currently employed by McAfee
Associates, Inc. (the "Company") as its vice-president of Network Management
Products.  Due to changes in the business, the Company and Kreysar agree that
their employment relationship will be terminated.  Effective as of November 1,
1996, Kreysar resigns from his position as an officer of the Company.  The
Company and Kreysar agree that he will remain an employee of the Company in the
position of VP Special Projects until February 1, 1997.  Kreysar hereby resigns
from his employment with the Company effective February 1, 1997 (the
"Resignation Date").

         2.      In exchange for the release of claims set forth below, the
Company agrees to provide Kreysar with the following benefits:

                 (a)      continued payment of Kreysar's salary at his current
base salary rate (i.e. $12,542.16 per month), less applicable withholding,
through the Resignation Date;

                 (b)      continued provision of the Company's standard group
employee health insurance coverages through the Resignation Date.  As of
February 2, 1997, Kreysar shall be entitled to elect continued insurance
coverage at his own expense in accordance with applicable provisions of federal
law (COBRA);

                 (c)      with respect to any stock options granted to Kreysar
by the Company, such stock options shall remain subject to the terms and
conditions of the Company's Stock Option Plan and Stock Option Agreements
between Kreysar and the Company with the Resignation Date being the date of
termination of his employment for all purposes thereunder;

                 (d)      Kreysar shall continue to accrue vacation through 
the Resignation Date; and

                 (e)      Kreysar shall continue to participate in the
Company's 401(k) Plan to the same extent as other employees (including matching
contributions) through the Resignation Date and he may also continue to
participate in the Employee Stock Purchase Plan through his Resignation Date.
Kreysar understands and acknowledges that he shall not be entitled to any
benefits from the Company other than those expressly set forth in this
paragraph 2.

         3.      In exchange for the benefits described in Paragraph 2 above,
Kreysar and his successors and assigns release and absolutely discharge the
Company and its shareholders, directors, employees, agents, attorneys, employee
benefit plans, legal successors and assigns of and from any and all claims,
actions, and causes of action, whether now known or unknown, which Kreysar now
has, or at any other time had, or



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shall or may have against the Company based upon or arising out of any matter,
cause, fact, thing, act or omission whatsoever occurring or existing at any
time to and including the date hereof, including, but not limited to, any
claims of wrongful discharge or national origin, race, age, sex or other
discrimination under the Civil Rights Act of 1964, the Age Discrimination in
Employment Act of 1967, the Fair Employment and Housing Act or any other
applicable law.  The Company and its shareholders, directors, employees,
agents, attorneys, employee benefit plans, legal successors and assigns,
release and absolutely discharge Kreysar and his successors and assigns of and
from any and all claims, actions and causes of action, whether now known or
unknown, which the Company now has or any other time had, or shall or may have
against Kreysar based upon or arising out of his employment with the Company.

         4.      Kreysar and the Company acknowledge that they have read
section 1542 of the Civil Code of the State of California which states:

                 A general release does not extend to claims which the creditor
                 does not know or suspect to exist in his favor at the time of
                 executing the release, which if known by him must have
                 materially affected his settlement with the debtor.

Kreysar and the Company each hereby waives any right or benefit which he or it
has or may have under section 1542 of the Civil Code of the State of California
to the full extent that he or it may lawfully waive such rights and benefits
pertaining to the subject matter of this general release of claims.

         5.      Kreysar acknowledges and agrees that he shall continue to be
bound by and comply with the terms of the Employee Agreement Regarding
Confidentiality and Inventions between the Company and Kreysar.

         6.      Kreysar agrees that for a period of one year after the
Resignation Date, he shall not, either directly or indirectly, solicit the
services, or attempt to solicit the services of any employee of the Company or
its affiliated entities to any other person or entity.

         7.      The prevailing party shall be entitled to recover from the
losing party its attorneys' fees and costs incurred in any lawsuit or other
action brought to enforce any right arising out of this Agreement.

         8.      This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations and agreements, whether written or oral, with the exception of any
agreements described in Paragraphs 2(c), 2(e), and 5.  This Agreement may not
be altered or amended except by a written document signed by the Company and
Kreysar.

         KREYSAR UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO
SIGNING THIS AGREEMENT AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST
THE COMPANY BY SIGNING THIS





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AGREEMENT.  KREYSAR FURTHER UNDERSTANDS THAT HE MAY HAVE 21 DAYS TO CONSIDER
THIS AGREEMENT, THAT HE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER HE
SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THE 7-DAY PERIOD HAS
PASSED.  KREYSAR FURTHER ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT
KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN
PARAGRAPH 2.



     Dated: 11/19, 1996                 /s/ RICHARD KREYSAR
                                        -------------------------------------
                                        Richard Kreysar

     Dated: ___________, 1996           McAfee Associates, Inc.



                                        By:   /s/  PRABHAT K. GOYAL
                                           ----------------------------------
                                        Its:
                                            ---------------------------------




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Source: OneCLE Business Contracts.