SC TO-T/A

As filed with the Securities and Exchange Commission on July 5, 2002

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(AMENDMENT NO. 1)

McAFEE.COM CORPORATION

(Name of Subject Company)

NETWORKS ASSOCIATES, INC.

and

McAFEE.COM HOLDINGS CORPORATION

(Names of Filing Persons — Offerors)

Class A Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

579062-100

(CUSIP Number of Class of Securities)

George Samenuk

Chairman and Chief Executive Officer

c/o Networks Associates, Inc.

3965 Freedom Circle

Santa Clara, CA 95054

(408) 998-3832

(Name, address and telephone number of persons authorized to

receive notices and communications on behalf of filing persons)

Copy to:

Jeffrey D. Saper, Esq.

Kurt J. Berney, Esq.

Michael J. Kennedy, Esq.

Jack Helfand, Esq.

650 Page Mill Road

Palo Alto, California 94304

Telephone: (650) 493-9300

CALCULATION OF FILING FEE

Transaction Value (*)	Amount of Filing Fee (*)
$177,302,330	$16,312

  *  Estimated solely for the purpose of calculating the registration fee pursuant to Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, based on the product of (i) $13.545, the average of the high and low sales prices of McAfee.com Class A common stock on the Nasdaq National Market on June 28, 2002 and (ii) 13,089,873, the expected maximum number of shares of McAfee.com common stock to be acquired in the Offer and the merger (including exercisable options). The amount of the filing fee, calculated in accordance with Rule 0-11(a)(2) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 8 of 2002 issued by the Securities and Exchange Commission on January 16, 2002, equals 0.0092% of the Transaction Value.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $16,312

Form of Registration No.: Form S-4 (file no. 333-91746)

Filing Party: Networks Associates, Inc.

Date Filed: July 2, 2002

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer:

Check the appropriate boxes below to designate any transactions to which the statement relates:

x  third-party tender offer subject to Rule 14d-1.

o  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

ITEMS 1 THROUGH 11.

      This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO initially filed on July 2, 2002 (as amended hereby, the “Schedule TO”), by Networks Associates, Inc. (“Network Associates”), a Delaware corporation, and McAfee.com Holdings Corp. (“McAfee.com Holdings”), a Delaware corporation and a wholly-owned subsidiary of Network Associates. This Schedule TO relates to the Offer by McAfee.com Holdings to exchange 0.78 of a share of Network Associates common stock, par value $0.01 per share, for each outstanding share of Class A common stock, par value $0.01 per share, of McAfee.com Corporation (“McAfee.com”), a Delaware corporation, that Network Associates and its subsidiaries do not own (the “Shares”), upon the terms and subject to the conditions set forth in the Prospectus dated July 2, 2002 (the “Prospectus”), and in the related Letter of Transmittal, copies of which are incorporated by reference herein as Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). See the section of the Prospectus captioned “Summary.”

ITEM 12.  EXHIBITS.

      Item 12 is hereby amended and supplemented by adding the following exhibit:

      (A)(10)  Complaint titled Justin Peyton v. Stephen C. Richards, Srivats Sampath, Richard Schell, George Samenuk, Frank C. Gill, and Network Associates, Inc. (Case No. CV 809111), filed July 1, 2002 in the Superior Court of the State of California County of Santa Clara.

ITEM 13.  INFORMATION REQUIRED BY SCHEDULE 13e-3.

      Not applicable.

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NETWORKS ASSOCIATES, INC.

By:  /s/ GEORGE SAMENUK

Name: George Samenuk

Title: Chairman and Chief Executive Officer

MCAFEE.COM HOLDINGS CORPORATION

By:  /s/ GEORGE SAMENUK

Name: George Samenuk

Title: President

Dated: July 5, 2002 EX-99.(A)(10) 3 f82737a1exv99wxayx10y.txt EXHIBIT 99.(A)(10) SUMMONS (CITACION JUDICIAL) NOTICE TO DEFENDANT: (AVISO A ACUSADO) FOR COURT USE ONLY STEPHEN C. RICHARDS, SRIVATS SAMPATH, RICHARD M. (SOLO PARA USO DE LA CORTE) SCHELL, GEORGE SAMENUK, FRANK C. GILL, NETWORK ASSOCIATES, INC. and DOES 1-25, inclusive YOU ARE BEING SUED BY PLAINTIFF: (A Ud. le esta demundando) JUSTIN PEYTON, On Behalf of Himself and All Others Similarly Situated - ------------------------------------------------------------------------------- YOU HAVE 30 CALENDAR DAYS AFTER THIS SUMMONS IS SERVED ON YOU TO FILE A TYPEWRITTEN RESPONSE AT THIS COURT. DESPUEE DE QUE LE ENTREGUON ESTA CITACION JUDICIAL USTED TIENE UN PLAZO DE 30 DIAS CALENDARIOS PARA PRESENTOR UNA RESPUESTE ESCRITA A MAQUINE UN ESTA CORTE. A LETTER OR PHONE CALL WILL NOT PROTECT YOU; YOUR TYPEWRITTEN RESPONSE MUST BE IN PROPER LEGAL FORM IF YOU WANT THE COURT TO HEAR YOUR CASE. UNA CARTA O UNA LLAMEDA TELEFONICA NO LE OFRECORD PROTECCION; SU RESPUESTA ESCRITA A MAQUINA TIENE QUE COMPLIR CON LES FORMALIDEDES LEGALES APROPIADAS EL USTED QUIERE QUE IS CORTA ESCUCHE SU CASO. IF YOU DO NOT FILE YOUR RESPONSE ON TIME, YOU MAY LOSE THIS CASE, AND YOUR WAGES, MONEY AND PROPERTY MAY BE TAKEN WITHOUT FURTHER WARNING FROM THE COURT. SI USTED NO PRESENTA SU RESPUESTA A TIEMPO, PUEDE PERDUR EL CASO, Y LE PUEDEN QUITAR SU SALARIO, SU DINERO Y OTRAS COSASDE SU PROPLEDED SIN AVISO ADICIONAL POR PARTE DE LA CORTE. THERE ARE OTHER LEGAL REQUIREMENTS. YOU MAY WANT TO CALL AN ATTORNEY RIGHT AWAY. IF YOU DO NOT KNOW AN ATTORNEY, YOU MAY CALL AN ATTORNEY REFERRAL SERVICE OR A LEGAL AID OFFICE (LISTED IN THE PHONE BOOK). EXISTEN OTROS REQUISITOS LEGALES. PUEDE QUE USTED QUIERO LLAMAR A UN ABOGADO IMMEDIATAMENTE. SI NO CONOCE A UN ABOGADO, PUEDE LLAMAR, A UN SERVICIO DE REFERENCIA DE ABOGADOS O A UNA OFFICINA DE AYUDA LEGAL (VEA EL DIRECTORIO TELEFONICO). - ------------------------------------------------------------------------------- The name and address of the court is: (El nombre y direccion de la corte es) Santa Clara Superior Court 191 North First Street San Jose, CA 95113 CASE NUMBER (Numero de Caso) CV809111 The name, address, and telephone number of plaintiff's attorney, or plaintiff without an attorney, is: (El nombre, la direccion y el numero de telefono del abogado del demandante, o del demandante que no liane abogado, es) Darren J. Robbins 168593 619/231-1058 MILBERG WEISS BERSHAD HYNES & LERACH 401 B Street, Suite 1700, San Diego CA 92101 - ------------------------------------------------------------------------------- DATE: JUL 01 2002 Clerk by /s/ ROSEMARY LEE Deputy -------------------- (Feche) (Actuarrio) Rosemary Lee (Delegado) - ------------------------------------------------------------------------------- CALIFORNIA NOTICE TO THE PERSON SERVED: You are served STATE SEAL 1. [X] as an individual defendant. 2. [ ] as the person sued under the fictitious name of (specify) 3. [X] on behalf of (specify): NETWORK ASSOCIATES, INC. under [X] CCP 416.10 (corporation) [ ] CCP 416.20 (defunct corporation) [ ] CCP 416.40 (association or partnership) [ ] CCP 416.60 (minor) [ ] CCP 416.70 (conservatee) [ ] CCP 416.90 (individual) [ ] other 4. [X] by personal delivery on (date): 7/1/2002 - ------------------------------------------------------------------------------- (See reverse for Proof of Service) SUMMONS PROOF OF SERVICE -- SUMMONS (USE SEPARATE PROOF OF SERVICE FOR EACH PERSON SERVED) 1. I served the a. [ ] summons [ ] complaint [ ] amended summons [ ] amended complaint [ ] completed and blank Case Questionnaires [ ] Other (specify). b. on defendant (name): c. by serving [ ] defendant [ ] other (name and title or relationship to person served). d. [ ] by delivery [ ] at home [ ] at business (1) data: (2) time: (3) address: e. [ ] by mailing (1) data: (2) place: 2. Manner of service (check proper box): a. [ ] PERSONAL SERVICE. By personally delivering copies. (CCP 415 10) b. [ ] SUBMITTED SERVICE ON CORPORATION, UNINCORPORATED ASSOCIATION (INCLUDING PARTNERSHIP), OR PUBLIC ENTITY. By leaving, during usual office hours copies in the office of the person served with the person who apparently was in charge and thereafter mailing (by first-class mail, postage prepaid) copies to the person served at the place where the copies were left. (CCP 415.20(a)) c. [ ] SUBSTITUTED SERVICE ON NATURAL PERSON, MINOR, CONSERVATEE, OR CANDIDATE. By leaving copies at the dwelling house, usual place of abode, or usual place of business of the person served in the presence of a competent member of the household or a person apparently in charge of the office or place of business, at least 18 years of age, who was informed of the general nature of the papers, and thereafter mailing (by first-class mail, postage prepaid) copies to the person served at the place where the copies were left. (CCP 415.20(b)) (ATTACH SEPARATE DECLARATION OR AFFIDAVIT STATING ACTS RELIED ON TO ESTABLISH REASONABLE DILIGENCE IN FIRST ATTEMPTING PERSONAL SERVICE.) d. [ ] MAIL AND ACKNOWLEDGMENT SERVICE. By mailing (by first-class mail or airmail, postage prepaid) copies to the person served, together with two copies of the form of notice and acknowledgment and a return envelope, postage prepaid, addressed to the sender. (CCP 415.30) (ATTACH COMPLETED ACKNOWLEDGMENT OF RECEIPT.) e. [ ] CERTIFIED OR REGISTERED MAIL SERVICE. By mailing to an address outside California (by first-class mail postage prepaid, requiring a return receipt) copies to the person served. (CCP 415.40) (ATTACH SIGNED RETURN RECEIPT OR OTHER EVIDENCE OF ACTUAL DELIVERY TO THE PERSON SERVED.) f. [ ] Other (specify code section): [ ] additional page is attached. 3. The "Notice to the Person Served" (on the summons) was completed as follows (CCP 412.30, 415.10, and 474): a. [ ] as an individual defendant as the person sued under the b. [ ] fictitious name of (specify): c. [ ] on behalf of (specify): under [ ] CCP 416.10 (corporation) [ ] CCP 416.60 (minor) [ ] other: [ ] CCP 416.20 (defunct corporation) [ ] CCP 416.70 (conservatee) [ ] CCP 416.40 (association or partnership) [ ] CCP 416.90 (individual) d. [ ] by personal delivery on (date): 4. At the time of service I was at least 18 years of age and not a party to this action. 5. Fee for service: $ 6. Person serving: a. [ ] California sheriff, marshal, or constable. b. [ ] Registered California process server c. [ ] Employee or independent contractor of a registered California process server d. [ ] Not a registered California process server e. [ ] Excerpt from registration under Bus. & Prof. Code 22350(b) f. [ ] Name, address and telephone number and, if applicable, county of registration and number. I declare under penalty of (FOR CALIFORNIA SHERIFF, MARSHALL, perjury under the laws of the State OR CONSTABLE USE ONLY) of California that the foregoing is I certify that the foregoing is true true and correct. and correct. Date: Date: > > - ------------------------------------ ---------------------------------------- (SIGNATURE) (SIGNATURE) [SEAL] MILBERG WEISS BERSHAD HYNES & LERACH LLP WILLIAM S. LERACH (68581) DARREN J. ROBBINS (168593) 401 B Street, Suite 1700 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax) ROBBINS UMEDA & FINK, LLP MARC M. UMEDA (197847) 1010 Second Avenue, Suite 2360 San Diego, CA 92101 Telephone: 619/525-3990 619/525-3991 (fax) Attorneys for Plaintiff SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA JUSTIN PEYTON, On Behalf of Himself and ) Case No. CV809111 All Others Similarly Situated, ) ) CLASS ACTION Plaintiff, ) ) COMPLAINT FOR BREACH OF ) FIDUCIARY DUTIES vs. ) ) STEPHEN C. RICHARDS, SRIVATS ) SAMPATH, RICHARD M. SCHELL, ) GEORGE SAMENUK, FRANK C. GILL, ) NETWORK ASSOCIATES, INC. and DOES 1- ) 25, inclusive. ) ) Defendants. ) _____________________________________ ) COMPLAINT FOR BREACH OF FIDUCIARY DUTIES Plaintiff, by his attorneys, alleges as follows: SUMMARY OF THE ACTION 1. This is a stockholder class action brought by plaintiff on behalf of the holders of McAfee.com Corporation ("McAfee.com" or the "Company") common stock against McAfee.com's Board of Directors and Network Associates, Inc. ("Network Associates") to enjoin the sale of McAfee.com to defendant Network Associates at a grossly inadequate and unfair price (the "Acquisition"). This action seeks equitable relief only and is brought pursuant to Delaware law. 2. McAfee.com provides personal computer management solutions. The Company's Web site allows consumers to secure, repair, update and upgrade their personal computers ("PCs") online. McAfee's applications allow consumers to check PCs for viruses, eliminate viruses, and repair PCs. 3. Network Associates supplies security and availability solutions for e-business. The company's products focus on network security and network management. Network Associates' products are marketed under the McAfee and Sniffer name. Network Associates also is a majority shareholder of McAfee.com, controlling approximately 75% of its shares. Moreover, the Company is further controlled by Network Associates through its control over board seats. In fact, defendants Richards and Samenuk, who control the remaining board members, are the CFO and COO and Chairman and CEO, respectively, of Network Associates. 4. In essence, Network Associates' proposed Acquisition is the product of a hopelessly flawed process that was designed to ensure the sale of McAfee.com to one buyer, and one buyer only, on terms preferential to Network Associates and to subvert the interests of plaintiff and the other public stockholders of McAfee.com. JURISDICTION AND VENUE 5. This Court has jurisdiction over each of the defendants because they conduct business in, reside in and/or are citizens of, California. Certain of the defendants are citizens of California, including Network Associates which has its principal place of business in this county. Likewise, certain of the individual defendants, including defendants Sampath, Schell and Richards, are citizens of California. The amount in controversy of plaintiff's claim exclusive of interest and costs is less COMPLAINT FOR BREACH OF FIDUCIARY DUTIES -1- than $75,000 as this action seeks equitable relief only. Venue is proper in this Court because defendants' wrongful acts arose in and emanated from this county. PARTIES AND OTHER ENTITIES 6. Plaintiff Justin Peyton is, and at all times relevant hereto was, a shareholder of McAfee.com. 7. McAfee.com provides personal computer management solutions. The Company's Web site allows consumers to secure, repair, update and upgrade their PCs online. McAfee's.com applications allow consumers to check PCs for viruses, eliminate viruses, and repair PCs. 8. Defendant Network Associates supplies security and availability solutions for e-business. The company's products focus on network security and network management. Network Associates' products are marketed under the McAfee and Sniffer name. Network Associates also is a majority shareholder of McAfee.com. 9. Defendant Stephen C. Richards ("Richards") is a director of the Company and CFO and COO of defendant Network Associates. 10. Defendant Srivats Sampath ("Sampath") is a director of the Company. 11. Defendant Richard M. Schell ("Schell") is a director of the Company. 12. Defendant George Samenuk ("Samenuk") is a director of the Company and Chairman and CEO of defendant Network Associates. 13. Defendant Frank C. Gill ("Gill") is a director of the Company. 14. The defendants named above in paragraphs 9-13 are sometimes collectively referred to herein as the "Individual Defendants." 15. The true names and capacities of defendants sued herein under California Code of Civil Procedure Section 474 as Does 1-25, inclusive, are presently not known to plaintiff, who therefore sues these defendants by such fictitious names. Plaintiff will seek to amend this Complaint and include these Doe defendants' true names and capacities when they are ascertained. Each of the fictitiously named defendants is responsible in some manner for the conduct alleged herein and for the injuries suffered by the Class. COMPLAINT FOR BREACH OF FIDUCIARY DUTIES -2- THE INDIVIDUAL DEFENDANTS' FIDUCIARY DUTIES 16. In any situation where the directors of a publicly traded corporation undertake a transaction that will result in either (i) a change in corporate control, or (ii) a break-up of the corporation's assets, the directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for the corporation's shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium. To diligently comply with these duties, the directors may not take any action that: (a) adversely affects the value provided to the corporation's shareholders; (b) will discourage or inhibit alternative offers to purchase control of the corporation or its assets; (c) contractually prohibits them from complying with their fiduciary duties; (d) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation's shareholders; and/or (e) will provide the directors with preferential treatment at the expense of, or separate from, the public shareholders. 17. In accordance with their duties of loyalty and good faith, the defendants, as directors and/or officers of McAfee.com, are obligated to refrain from: (a) participating in any transaction where the directors' or officers' loyalties are divided; (b) participating in any transaction where the directors or officers receive or are entitled to receive a personal financial benefit not equally shared by the public shareholders of the corporation; and/or (c) unjustly enriching themselves at the expense or to the detriment of the public shareholders. 18. Because the Individual Defendants are in the process of breaching their duties of loyalty, good faith and independence in connection with the proposed Acquisition, the burden of proving the inherent or entire fairness of the proposed Acquisition, including all aspects of its COMPLAINT FOR BREACH OF FIDUCIARY DUTIES -3- negotiation, structure, price and terms, is placed upon the Individual Defendants as a matter of Delaware law. CLASS ACTION ALLEGATIONS 19. Plaintiff brings this action on his own behalf and as a class action pursuant to Section 382 of the California Code of Civil Procedure on behalf of all holders of McAfee.com stock who are being and will be harmed by defendants' actions described below (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendants. 20. This action is properly maintainable as a class action. 21. The Class is so numerous that joinder of all members is impracticable. According to McAfee.com's Securities and Exchange Commission ("SEC") filings, there were more than 11.9 million shares of McAfee.com common stock outstanding as April 30, 2002. 22. There are questions of law and fact which are common to the Class and which predominate over questions affecting any individual Class member. The common questions include, inter alia, the following: (a) whether defendants have breached their fiduciary duties of undivided loyalty, independence or due care with respect to plaintiff and the other members of the Class in connection with the Acquisition; (b) whether the Individual Defendants are engaging in self-dealing in connection with the Acquisition; (c) whether the Individual Defendants have breached their fiduciary duty to secure and obtain the best price reasonable under the circumstances for the benefit of plaintiff and the other members of the Class in connection with the Acquisition; (d) whether the Individual Defendants are unjustly enriching themselves and other insiders or affiliates of McAfee.com; (e) whether defendants have breached any of their other fiduciary duties to plaintiff and the other members of the Class in connection with the Acquisition, including the duties of good faith, diligence, honesty and fair dealing; COMPLAINT FOR BREACH OF FIDUCIARY DUTIES -4- (f) whether the defendants, in bad faith and for improper motives, have impeded or erected barriers to discourage other offers for the Company or its assets; and (g) whether plaintiff and the other members of the Class would suffer irreparable injury were the transactions complained of herein consummated. 23. Plaintiff's claims are typical of the claims of the other members of the Class and plaintiff does not have any interests adverse to the Class. 24. Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class. 25. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class. 26. Plaintiff anticipates that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy. 27. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole. BACKGROUND TO THE PROPOSED ACQUISITION 28. McAfee.com provides PC management solutions. The Company's Web site allows consumers to secure, repair, update and upgrade their PCs online. McAfee.com's applications allow consumers to check PCs for viruses, eliminate viruses, and repair PCs. 29. On January 16, 2002, the Company issued a press release entitled, "McAfee.com Announces Record Year 2001 Revenues of $62.0 Million up 32% from 2000; Pro-Forma Earnings Per Share of $0.14; Fourth Quarter 2001 Revenues of $18.6 Million; Pro-Forma Earnings Per Share Of $0.09," which stated in part: McAfee.com, a leading provider of Web security services, today announced operating results for the fourth quarter and fiscal year ended December 31, 2001. Revenue for the fourth quarter of fiscal year 2001 was $18.6 million up $6.5 million COMPLAINT FOR BREACH OF FIDUCIARY DUTIES -5- from the same period last year, representing year-over-year revenue growth of 54 percent. Fourth quarter revenues increased sequentially 15 percent over third quarter revenues of $16.2 million. Pro-forma net income for the quarter, excluding non-cash charges related to stock-based compensation and the amortization of intangibles, was $4.2 million or $0.09 per share. Net income for the quarter, including such non-cash charges was $904,000 or $0.02 per share. Revenue for fiscal year 2001 was $62.0 million, as compared to $46.9 million a year ago, representing annual revenue growth of 32 percent. 30. On March 17, 2002, the Company issued a press release entitled, "McAfee.com Receives Notification of a Buyout Proposal from Network Associates," which stated in part: McAfee.com . . . today announced that it received a letter from Network Associates, Inc. . . . on Saturday afternoon stating Network Associates' intention to commence an exchange offer for all of the outstanding publicly held shares of the Class A common stock of McAfee.com. Network Associates stated that it would offer McAfee.com Class A common stockholders 0.675 of a share of Network Associates common stock in exchange for each outstanding share of McAfee.com Class A common stock. Network Associates stated that the offer will be made directly to McAfee.com's stockholders and that Network Associates is not seeking approval of the offer from McAfee.com's board of directors. Network Associates stated that it intends to file its offering materials with the Securities and Exchange Commission and to formally commence its exchange offer on or about March 25, 2002. Network Associates stated that the offer is conditioned on the tender of a sufficient number of shares of McAfee.com Class A common stock such that, after the offer is completed, Network Associates would own at least 90% of all outstanding shares of McAfee.com common stock. Network Associates stated that it will acquire any shares not purchased in the exchange offer through a "short form" merger and that, if the merger takes place, the consideration given to the remaining McAfee.com Class A common stockholders would be the same as the consideration received by the tendering stockholders in the exchange offer, subject to the exercise of appraisal rights, if any. As of February 14, 2002, there were approximately 11,742,901 shares of McAfee.com Class A common stock outstanding and 36,000,000 shares of McAfee.com Class B common stock outstanding, which are convertible into McAfee.com Class A common stock on a one-for-one basis. Based on McAfee.com's records and publicly filed documents, as of such date, Network Associates held all of the shares of McAfee.com Class B common stock outstanding and none of the shares of McAfee.com Class A common stock outstanding. 31. Following the announcement, the investor community expressed outrage over the defendants' actions. In response, the Company's stock traded above the offered price. Thus, in essence, defendants were actually trying to buy the Company at a price less than the Company's then current price. 32. On April 10, 2002, Network Associates increased its offer to approximately $17.28 per share. COMPLAINT FOR BREACH OF FIDUCIARY DUTIES -6- 33. Then, on April 25, 2002, Network Associates announced that its accounting for the prior years had been false - sending the Company's shares into a freefall. The attempted squeeze-out of McAfee.com was terminated shortly thereafter. 34. Then, on July 1, 2002, Network Associates issued a press release entitled, "Network Associates Announces Plans to Acquire Publicly Held Shares of McAfee.com." The press release stated in part: Network Associates, Inc. today announced that it plans to commence an exchange offer for all outstanding publicly held shares of Class A common stock of McAfee.com. Network Associates currently owns approximately 75% of McAfee.com. McAfee.com stockholders will be offered 0.78 of a share of Network Associates common stock in a tax-free exchange for each outstanding share of McAfee.com Class A common stock. In addition to having the same exchange ratio as that recommended by the special committee of the outside and independent McAfee.com directors in connection with Network Associates' previous exchange offer, the other terms of the exchange offer are expected to be the same, with limited modifications to the conditions of the offer. The previous exchange offer was withdrawn in April 2002 after the Company determined to restate certain prior period financial statements. On June 28, 2002, Network Associates filed its restated financial statements. Operating results for 2001 and Q1 2002 were not impacted by the restatement. "With the filing of our restatements behind us, we believe it is the right time to move forward with the recombination of McAfee.com into the Network Associates family of world-class anti-virus and security solutions," said George Samenuk, chairman and CEO of Network Associates. Network Associates plans to file an exchange offer with the Securities and Exchange Commission on or about July 2, 2002, through which Network Associates would acquire all of the outstanding publicly held shares of McAfee.com Class A common stock. The offer will be conditioned on the tender of a sufficient number of McAfee.com Class A shares such that, after the offer is completed, Network Associates would own at least 90% of all outstanding shares of McAfee.com common stock as well as on certain other conditions. While the minimum condition may be waived, in no event will the offer be completed if less than a majority of the minority (McAfee.com stockholders other than Network Associates) tender their shares in the offer. If the minimum condition and the other conditions to the offer are met and the offer is completed, Network Associates will effect a "short-form" merger of McAfee.com with a Network Associates subsidiary. In the merger, each remaining McAfee.com Class A share will be exchanged (unless the holders perfect appraisal rights under Delaware law) into the same portion of a share of Network Associates common stock as is paid in the exchange offer. COMPLAINT FOR BREACH OF FIDUCIARY DUTIES -7- FIRST CAUSE OF ACTION FOR BREACH OF FIDUCIARY DUTIES AGAINST THE INDIVIDUAL DEFENDANTS 35. Plaintiff repeats and realleges each allegation set forth herein. 36. The defendants have breached their fiduciary duties of care, loyalty, candor and independence owed to the public shareholders of McAfee.com and have acted to put their personal interests ahead of the interests of McAfee.com shareholders. 37. By the acts, transactions and courses of conduct alleged herein, the Individual Defendants, individually, and acting as a part of a common plan, are attempting to unfairly deprive plaintiff and other members of the Class of the true value of their investment in McAfee.com. 38. The Individual Defendants have violated their fiduciary duties by entering into a transaction with Network Associates without regard to the fairness of the transaction to McAfee.com shareholders. Defendant Network Associates aided and abetted the other defendants' breaches of fiduciary duties owed to plaintiff and the other holders of McAfee.com stock. 39. As demonstrated by the allegations above, the defendant directors failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of McAfee.com because, among other reasons: (a) they failed to take steps to maximize the value of McAfee.com to its public shareholders and they took steps to avoid competitive bidding, to cap the price of McAfee.com stock and to give Network Associates an unfair advantage, by, among other things, failing to solicit other potential acquirors or alternative transactions; (b) they failed to properly value McAfee.com; and (c) they ignored or did not protect against the numerous conflicts of interest resulting from the directors' own interrelationships or connection with the Acquisition. 40. Because the Individual Defendants dominate and control the business and corporate affairs of McAfee.com, and are in possession of private corporate information concerning McAfee.com's assets, business and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of McAfee.com which COMPLAINT FOR BREACH OF FIDUCIARY DUTIES - 8 - makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits to the exclusion of maximizing stockholder value. 41. By reason of the foregoing acts, practices and course of conduct, the defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiff and other members of the Class. 42. As a result of the actions of defendants, plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of McAfee.com's assets and businesses and have been and will be prevented from obtaining a fair price for their common stock. 43. Unless enjoined by this Court, the defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, and may consummate the proposed Acquisition which will exclude the Class from its fair share of McAfee.com's valuable assets and businesses, and/or benefit defendants in the unfair manner complained of herein, all to the irreparable harm of the Class, as aforesaid. 44. Defendants are engaging in self-dealing, are not acting in good faith toward plaintiff and the other members of the Class, and have breached and are breaching their fiduciary duties to the members of the Class. 45. As a result of the defendants' unlawful actions, plaintiff and the other members of the Class will be irreparably harmed in that they will not receive their fair portion of the value of McAfee.com's assets and business and will be prevented from obtaining the real value of their equity ownership of the Company. Unless the proposed Acquisition is enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the members of the Class, will not engage in arm's-length negotiations on the Acquisition terms, and will not supply to McAfee.com's minority stockholders sufficient information to enable them to cast informed votes on the proposed Acquisition and may consummate the proposed Acquisition, all to the irreparable harm of the members of the Class. COMPLAINT FOR BREACH OF FIDUCIARY DUTIES -9- 46. Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court's equitable powers can plaintiff and the Class be fully protected from the immediate and irreparable injury which defendants' actions threaten to inflict. SECOND CAUSE OF ACTION AIDING AND ABETTING BREACH OF FIDUCIARY DUTY AGAINST NETWORK ASSOCIATES 47. Plaintiff repeats and alleges each allegation set forth above. 48. Network Associates actively aided and abetted the Individual Defendants' breaches of their fiduciary duties owed to plaintiff and the Class by knowingly participating in the Individual Defendants' breaches of their duties of loyalty, candor and care owed to plaintiff and the other McAfee.com stockholders. Network Associates aided and abetted the Individual Defendants' breaches of fiduciary duties by structuring the Acquisition on terms preferential to Network Associates which subvert the interests of plaintiff and other public stockholders of McAfee.com. PRAYER FOR RELIEF WHEREFORE, plaintiff demands preliminary and permanent injunctive relief in his favor and in favor of the Class and against defendants as follows: A. Declaring that this action is properly maintainable as a class action; B. Declaring and decreeing that the Acquisition agreement was entered into in breach of the fiduciary duties of the defendants and is therefore unlawful and unenforceable; C. Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Acquisition, unless and until the Company adopts and implements a procedure or process to obtain the highest possible price for shareholders; D. Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of McAfee.com's shareholders until the process for the sale or auction of the Company is completed and the highest possible price is obtained; E. Rescinding, to the extent already implemented, the Acquisition or any of the terms thereof; F. Imposition of a constructive trust, in favor of plaintiff, upon any benefits improperly received by defendants as a result of their wrongful conduct; COMPLAINT FOR BREACH OF FIDUCIARY DUTIES -10- G. Awarding plaintiff the costs and disbursements of this action, including reasonable attorneys' and experts' fees; and H. Granting such other further equitable relief as this Court may deem just and proper. DATED: July 1, 2002 MILBERG WEISS BERSHAD HYNES & LERACH LLP WILLIAM S. LERACH DARREN J. ROBBINS /s/ DARREN J. ROBBINS ------------------------------------- DARREN J. ROBBINS 401 B Street, Suite 1700 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax) ROBBINS UMEDA & FINK, LLP MARC M. UMEDA 1010 Second Avenue, Suite 2360 San Diego, CA 92101 Telephone: 619/525-3990 619/525-3991 (fax) Attorneys for Plaintiff COMPLAINT FOR BREACH OF FIDUCIARY DUTIES - 11 - Darren J. Robbins MILBERG WEISS BERSHAD HYNES & LERACH LLP 168593 401 B Street, Suite 1700 San Diego CA 92101 [SEAL] TELEPHONE NO.: 619/231-1058 FAX NO. 619/231-7423 ATTORNEY FOR (Name): Plaintiff Justin Peyton - --------------------------------------------------------------------- INSERT NAME OF COURT, JUDICIAL DISTRICT, AND BRANCH COURT, IF ANY. Santa Clara Superior Court - --------------------------------------------------------------------- CASE NAME. Peyton v. Richards, et al. - --------------------------------------------------------------------- CIVIL CASE COVER SHEET COMPLEX CASE DESIGNATION CASE NUMBER CV809111 [ ] Limited [X] Unlimited [ ] COUNTER [ ] JOINDER ASSIGNED JUDGE Filed with first appearance by defendant (Cal. Rules of Court, rule 1811) Please complete all five (5) items below. 1. Check one box below for the case type that best describes the case: AUTO TORT [ ] Other employment (15) [ ] Writ of mandate (02) [ ] Auto (22) CONTRACT [ ] Other judicial review (39) OTHER PI/PD/WD (PERSONAL INJURY/ [ ] Breach of contract/warranty (08) PROVISIONALLY COMPLEX CIVIL LITIGATION PROPERTY DAMAGE/WRONGFUL DEATH) TORT (CAL. RULES OF COURT, RULES 1800-1812) [ ] Collections (e.g., money owed, [ ] Asbestos (04) open book accounts (09) [ ] Antitrust/Trade regulation (03) [ ] Product liability (24) [ ] Insurance coverage (18) [ ] Construction defect (10) [ ] Medical malpractice (45) [ ] Other contract (37) [ ] Claims involving mass tort (40) [ ] Other PI/PD/WD (23) REAL PROPERTY [ ] Securities litigation (28) NON-PI,PD/WD (OTHER) TORT [ ] Eminent domain/inverse [ ] ??? tort/Environmental (30) condemnation (14) [X] Business tort/unfair business [ ] Insurance coverage claims arising practice (07) [ ] Wrongful eviction (33) from the above listed provisionally complex case types (41) [ ] Civil rights (e.g., discrimination, [ ] Other real property (e.g. false arrest) (08) Quit title) (28) ENFORCEMENT OF JUDGMENT [ ] Defamation (e.g. slander, libel) (13) UNLAWFUL DETAINER [ ] Enforcement of judgment (e.g., sister state, foreign, out-of-county [ ] Fraud (16) [ ] Commercial (31) abstracts) (20) [ ] Intellectual property (19) [ ] Residential (32) MISCELLANEOUS CIVIL COMPLAINT [ ] Professional negligence (e.g. [ ] Drugs (38) [ ] RICO (27) legal malpractice) (25) JUDICIAL REVIEW [ ] Other complaint (not specified [ ] Other non-PI/PD/WD tort (35) above) (42) [ ] Asset forfeiture (05) EMPLOYMENT MISCELLANEOUS CIVIL PETITION [ ] Person re. arbitration award (11) [ ] Wrongful termination (35) [ ] Partnership and corporate governance (21) [ ] Other petition (not specified above) (43) 2. This case [X] is [ ] is not complex under rule 1800 of the California Rules of Court. If case is complex, mark the factors requiring exceptional judicial management a. [X] Large number of separately represented parties b. [X] Extensive motion practice raising difficult or novel issues that will be time-consuming to resolve c. [X] Substantial amount of documentary evidence d. [ ] Large number of witnesses e. [ ] Coordination and related actions pending in one or more courts in other counties, states or countries, or in a federal court f. [ ] Substantial post-disposition judicial disposition 3. Type of remedies sought (check all that apply): a. [ ] monetary b. [X] nonmonetary; declaratory or injunctive relief c. [ ] punitive 4. Number of causes of action (specify): 2 5. This case [X] is [ ] is not a class action suit. Date: July 1, 2002 Darren J. Robbins /s/ DARREN J. ROBBINS .................................. ------------------------------------------ (TYPE OR PRINT NAME) (SIGNATURE OF PARTY OR ATTORNEY FOR PARTY) NOTICE - - Plaintiff must file this cover sheet with the first paper filed in the action or proceeding (except small claims cases or cases filed under the Probate, Family, or Welfare and Institutions Code) (Cal. Rules of Court, rule 962.2) - - File this cover sheet in addition to any cover sheet required by local court rule - - If this case is complex under rule 1800 et seq. of the California Rules of Court, you must serve a copy of this cover sheet on all other parties to the action or proceeding - - Unless this is a complex case, this cover sheet shall be used for statistical purposes only. CIVIL CASE COVER SHEET [ILLEGIBLE} COUNTY OF SANTA CLARA CASE NUMBER: CV809111 NOTICE TO LITIGANTS 1. SERVICE. Timely filing and service of pleadings is required. A copy of this notice, the attached ADR Information Sheet, and a Case Management Conference Questionnaire and At-Issue Memorandum shall be served with a complaint or cross-complaint. (Local Rule 1.1C) 2. RULES AND FORMS. All parties are required to know the Local and State Rules of Court and to use proper forms. State Rules and Judicial Council forms are available on the Internet: www.courtinfo.ca.gov/forms or /rules. All forms and local rules may be purchased through: Forms and local Rules: Local Rules: Rose Printing Company San Jose Post-Record 49 North First Street 90 North First Street, Suite 100 San Jose, CA 95113 San Jose, CA 95113 408-293-8177 408-287-4866 3. ASSIGNMENT. YOUR CASE HAS BEEN ASSIGNED TO JUDGE BIAFORE, DEPT. 21 FOR ALL PURPOSES, EXCEPT TRIAL. 4. CASE MANAGEMENT CONFERENCE. The Case Management Conference has been scheduled as follows: _____ Before the ADR Administrator _____ Before your Assigned Judge Parties are required to meet and confer no later than 30 calendar days before the Case Management Conference. A completed Case Management Questionnaire and At-Issue Memorandum stating that the parties have met as required shall be filed and served at least 5 calendar days before the Case Management Conference. (California Rule of Court 212) Counsel for each party and each party appearing in propria persona shall attend the Case Management Conference and shall be familiar with the case and be fully prepared to discuss all pre-trial matters stated in Local Rule 1.1F(4) including alternative dispute resolution (ADR) [Local Rule 1.1F(2)]. The Court shall evaluate each case as provided in California Rules of Court, Rule 2106 and make appropriate pre-trial orders. [Local Rule 1.1F(4)] 5. REQUIREMENTS FOR VOLUNTARY ALTERNATIVE DISPUTE RESOLUTION (ADR). Within 20 calendar days of a stipulation to voluntary ADR, the parties shall agree on a provider and on an ADR date. The parties shall confer with the ADR Administrator (408-299-3090) if they cannot agree on a provider. In any event, within the same 20-day period, plaintiff's counsel shall complete and submit to the ADR Administrator an ADR Notice, advising the ADR Administrator of the name of the ADR provider and the ADR date. [Local Rule 1.1E(4)] 6. SANCTIONS. Parties and counsel who fail to comply with the above Local Rules will be subject to the imposition of sanctions. (California Rules of Court, Rule 227 and Local Rule 1.1N) Rev. 01/02 ng - -------------------------------------------------------------------------------- SANTA CLARA COUNTY SUPERIOR COURT ALTERNATIVE DISPUTE RESOLUTION INFORMATION SHEET - -------------------------------------------------------------------------------- Many cases can be resolved to the satisfaction of all parties without the necessity of traditional litigation, which can be expensive, time consuming, and stressful. The Court finds that it is in the best interests of the parties that they participate in alternatives to traditional litigation, including arbitration, mediation, neutral evaluation, special masters and referees, and settlement conferences. Therefore, all matters shall be referred to an appropriate form of Alternative Dispute Resolution (ADR) before they are set for trial, unless there is good cause to dispense with the ADR requirement. WHAT IS ADR? ADR is the general term for a wide variety of dispute resolution processes that are alternatives to litigation. Types of ADR processes include mediation, arbitration, neutral evaluation, special masters and referees, and settlement conferences, among others forms. What are the advantages of choosing ADR instead of litigation? ADR can have a number of advantages over litigation: o ADR can save time. A dispute can be resolved in a matter of months, or even weeks, while litigation can take years. o ADR can save money. Attorneys fees, court costs, and expert fees can be reduced or avoided altogether. o ADR provides more participation. Parties have more opportunities with ADR to express their interests and concerns, instead of focusing exclusively on legal rights. o ADR provides more control and flexibility. Parties can choose the ADR process that is most likely to bring a satisfactory resolution to their dispute. o ADR can reduce stress. ADR encourages cooperation and communication, while discouraging the adversarial atmosphere of litigation. Surveys of parties who have participated in an ADR process have found much greater satisfaction than with parties who have gone through litigation. What are the main forms of ADR offered by the Court? o Mediation is an informal, confidential process in which a neutral party (the mediator) assists the parties in understanding their own interests, the interests of the other parties, and the practical and legal realities they all face. The mediator then helps the parties to explore options and arrive at a mutually acceptable resolution of the dispute. The mediator does not decide the dispute. The parties do. o Mediation may be appropriate when: o The parties want a nonadversary procedure o The parties have a continuing business or personal relationship o Communication problems are interfering with a resolution o There is an emotional element involved o The parties are interested in an injunction, consent decree, or other form of equitable relief -over- -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(10)

                                    SUMMONS
                              (CITACION JUDICIAL)

NOTICE TO DEFENDANT: (AVISO A ACUSADO)                   FOR COURT USE ONLY
STEPHEN C. RICHARDS, SRIVATS SAMPATH, RICHARD M.     (SOLO PARA USO DE LA CORTE)
SCHELL, GEORGE SAMENUK, FRANK C. GILL, NETWORK
ASSOCIATES, INC. and DOES 1-25, inclusive



YOU ARE BEING SUED BY PLAINTIFF:
(A Ud. le esta demundando)
JUSTIN PEYTON, On Behalf of Himself and All Others
Similarly Situated

- -------------------------------------------------------------------------------

YOU HAVE 30 CALENDAR DAYS AFTER THIS SUMMONS IS SERVED ON YOU TO FILE A
TYPEWRITTEN RESPONSE AT THIS COURT.

DESPUEE DE QUE LE ENTREGUON ESTA CITACION JUDICIAL USTED TIENE UN PLAZO DE 30
DIAS CALENDARIOS PARA PRESENTOR UNA RESPUESTE ESCRITA A MAQUINE UN ESTA CORTE.


A LETTER OR PHONE CALL WILL NOT PROTECT YOU; YOUR TYPEWRITTEN RESPONSE MUST BE
IN PROPER LEGAL FORM IF YOU WANT THE COURT TO HEAR YOUR CASE.

UNA CARTA O UNA LLAMEDA TELEFONICA NO LE OFRECORD PROTECCION; SU RESPUESTA
ESCRITA A MAQUINA TIENE QUE COMPLIR CON LES FORMALIDEDES LEGALES APROPIADAS EL
USTED QUIERE QUE IS CORTA ESCUCHE SU CASO.


IF YOU DO NOT FILE YOUR RESPONSE ON TIME, YOU MAY LOSE THIS CASE, AND YOUR
WAGES, MONEY AND PROPERTY MAY BE TAKEN WITHOUT FURTHER WARNING FROM THE COURT.

SI USTED NO PRESENTA SU RESPUESTA A TIEMPO, PUEDE PERDUR EL CASO, Y LE PUEDEN
QUITAR SU SALARIO, SU DINERO Y OTRAS COSASDE SU PROPLEDED SIN AVISO ADICIONAL
POR PARTE DE LA CORTE.


THERE ARE OTHER LEGAL REQUIREMENTS. YOU MAY WANT TO CALL AN ATTORNEY RIGHT AWAY.
IF YOU DO NOT KNOW AN ATTORNEY, YOU MAY CALL AN ATTORNEY REFERRAL SERVICE OR A
LEGAL AID OFFICE (LISTED IN THE PHONE BOOK).

EXISTEN OTROS REQUISITOS LEGALES. PUEDE QUE USTED QUIERO LLAMAR A UN ABOGADO
IMMEDIATAMENTE. SI NO CONOCE A UN ABOGADO, PUEDE LLAMAR, A UN SERVICIO DE
REFERENCIA DE ABOGADOS O A UNA OFFICINA DE AYUDA LEGAL (VEA EL DIRECTORIO
TELEFONICO).

- -------------------------------------------------------------------------------

The name and address of the court is: (El nombre y direccion de la corte es)

Santa Clara Superior Court
191 North First Street
San Jose, CA 95113

CASE NUMBER (Numero de Caso)
CV809111

The name, address, and telephone number of plaintiff's attorney, or plaintiff
without an attorney, is:
(El nombre, la direccion y el numero de telefono del abogado del demandante, o
del demandante que no liane abogado, es)

Darren J. Robbins                     168593         619/231-1058
MILBERG WEISS BERSHAD HYNES & LERACH
401 B Street, Suite 1700, San Diego  CA 92101

- -------------------------------------------------------------------------------

DATE:  JUL 01 2002                  Clerk by     /s/ ROSEMARY LEE   Deputy
                                               --------------------
(Feche)                             (Actuarrio)  Rosemary Lee      (Delegado)

- -------------------------------------------------------------------------------

CALIFORNIA   NOTICE TO THE PERSON SERVED: You are served
STATE SEAL   1. [X] as an individual defendant.
             2. [ ] as the person sued under the fictitious name of (specify)

             3. [X] on behalf of (specify): NETWORK ASSOCIATES, INC.

                under [X] CCP 416.10 (corporation)
                      [ ] CCP 416.20 (defunct corporation)
                      [ ] CCP 416.40 (association or partnership)
                      [ ] CCP 416.60 (minor)
                      [ ] CCP 416.70 (conservatee)
                      [ ] CCP 416.90 (individual)
                      [ ] other

             4. [X] by personal delivery on (date): 7/1/2002

- -------------------------------------------------------------------------------
                       (See reverse for Proof of Service)
                                    SUMMONS

                          PROOF OF SERVICE -- SUMMONS
             (USE SEPARATE PROOF OF SERVICE FOR EACH PERSON SERVED)

1. I served the

  a. [ ] summons  [ ] complaint  [ ] amended summons     [ ] amended complaint
     [ ] completed and blank Case Questionnaires         [ ] Other (specify).

  b. on defendant (name):

  c. by serving   [ ] defendant  [ ] other (name and title or relationship to
     person served).

  d. [ ] by delivery  [ ] at home  [ ] at business
         (1) data:
         (2) time:
         (3) address:

  e. [ ] by mailing
         (1) data:
         (2) place:

2. Manner of service (check proper box):

  a. [ ] PERSONAL SERVICE. By personally delivering copies. (CCP 415 10)

  b. [ ] SUBMITTED SERVICE ON CORPORATION, UNINCORPORATED ASSOCIATION (INCLUDING
PARTNERSHIP), OR PUBLIC ENTITY. By leaving, during usual office hours copies in
the office of the person served with the person who apparently was in charge and
thereafter mailing (by first-class mail, postage prepaid) copies to the person
served at the place where the copies were left. (CCP 415.20(a))

  c. [ ] SUBSTITUTED SERVICE ON NATURAL PERSON, MINOR, CONSERVATEE, OR
CANDIDATE. By leaving copies at the dwelling house, usual place of abode, or
usual place of business of the person served in the presence of a competent
member of the household or a person apparently in charge of the office or place
of business, at least 18 years of age, who was informed of the general nature of
the papers, and thereafter mailing (by first-class mail, postage prepaid) copies
to the person served at the place where the copies were left. (CCP 415.20(b))
(ATTACH SEPARATE DECLARATION OR AFFIDAVIT STATING ACTS RELIED ON TO ESTABLISH
REASONABLE DILIGENCE IN FIRST ATTEMPTING PERSONAL SERVICE.)

  d. [ ] MAIL AND ACKNOWLEDGMENT SERVICE. By mailing (by first-class mail or
airmail, postage prepaid) copies to the person served, together with two copies
of the form of notice and acknowledgment and a return envelope, postage prepaid,
addressed to the sender. (CCP 415.30) (ATTACH COMPLETED ACKNOWLEDGMENT OF
RECEIPT.)

  e. [ ] CERTIFIED OR REGISTERED MAIL SERVICE. By mailing to an address outside
California (by first-class mail postage prepaid, requiring a return receipt)
copies to the person served. (CCP 415.40) (ATTACH SIGNED RETURN RECEIPT OR OTHER
EVIDENCE OF ACTUAL DELIVERY TO THE PERSON SERVED.)

  f. [ ] Other (specify code section):

         [ ] additional page is attached.

3. The "Notice to the Person Served" (on the summons) was completed as follows
   (CCP 412.30, 415.10, and 474):

  a. [ ] as an individual defendant as the person sued under the

  b. [ ] fictitious name of (specify):

  c. [ ] on behalf of (specify):

                                                                                        
         under  [ ] CCP 416.10 (corporation)                  [ ] CCP 416.60 (minor)             [ ] other:

                [ ] CCP 416.20 (defunct corporation)          [ ] CCP 416.70 (conservatee)

                [ ] CCP 416.40 (association or partnership)   [ ] CCP 416.90 (individual)



  d. [ ] by personal delivery on (date):

4. At the time of service I was at least 18 years of age and not a party to this
   action.

5. Fee for service: $

6. Person serving:

  a. [ ] California sheriff, marshal, or constable.

  b. [ ] Registered California process server

  c. [ ] Employee or independent contractor of a registered California process
     server

  d. [ ] Not a registered California process server

  e. [ ] Excerpt from registration under Bus. & Prof. Code 22350(b)

  f. [ ] Name, address and telephone number and, if applicable, county of
     registration and number.

                                     

    I declare under penalty of              (FOR CALIFORNIA SHERIFF, MARSHALL,
perjury under the laws of the State    OR CONSTABLE USE ONLY)
of California that the foregoing is    I certify that the foregoing is true
true and correct.                      and correct.

Date:                                   Date:

>                                       >
- ------------------------------------    ----------------------------------------
           (SIGNATURE)                                (SIGNATURE)



                                                                          [SEAL]

MILBERG WEISS BERSHAD
     HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
DARREN J. ROBBINS (168593)
401 B Street, Suite 1700
San Diego, CA 92101
Telephone: 619/231-1058
619/231-7423 (fax)

ROBBINS UMEDA & FINK, LLP
MARC M. UMEDA (197847)
1010 Second Avenue, Suite 2360
San Diego, CA 92101
Telephone: 619/525-3990
619/525-3991 (fax)

Attorneys for Plaintiff

                   SUPERIOR COURT OF THE STATE OF CALIFORNIA

                             COUNTY OF SANTA CLARA

JUSTIN PEYTON, On Behalf of Himself and )    Case No. CV809111
All Others Similarly Situated,          )
                                        )    CLASS ACTION
                         Plaintiff,     )
                                        )    COMPLAINT FOR BREACH OF
                                        )    FIDUCIARY DUTIES
     vs.                                )
                                        )
STEPHEN C. RICHARDS, SRIVATS            )
SAMPATH, RICHARD M. SCHELL,             )
GEORGE SAMENUK, FRANK C. GILL,          )
NETWORK ASSOCIATES, INC. and DOES 1-    )
25, inclusive.                          )
                                        )
                         Defendants.    )
_____________________________________   )







                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES


      Plaintiff, by his attorneys, alleges as follows:

                             SUMMARY OF THE ACTION

      1.    This is a stockholder class action brought by plaintiff on behalf
of the holders of McAfee.com Corporation ("McAfee.com" or the "Company") common
stock against McAfee.com's Board of Directors and Network Associates, Inc.
("Network Associates") to enjoin the sale of McAfee.com to defendant Network
Associates at a grossly inadequate and unfair price (the "Acquisition"). This
action seeks equitable relief only and is brought pursuant to Delaware law.

      2.    McAfee.com provides personal computer management solutions. The
Company's Web site allows consumers to secure, repair, update and upgrade their
personal computers ("PCs") online. McAfee's applications allow consumers to
check PCs for viruses, eliminate viruses, and repair PCs.

      3.    Network Associates supplies security and availability solutions
for e-business. The company's products focus on network security and network
management. Network Associates' products are marketed under the McAfee and
Sniffer name. Network Associates also is a majority shareholder of McAfee.com,
controlling approximately 75% of its shares. Moreover, the Company is further
controlled by Network Associates through its control over board seats. In fact,
defendants Richards and Samenuk, who control the remaining board members, are
the CFO and COO and Chairman and CEO, respectively, of Network Associates.

      4.    In essence, Network Associates' proposed Acquisition is the product
of a hopelessly flawed process that was designed to ensure the sale of
McAfee.com to one buyer, and one buyer only, on terms preferential to Network
Associates and to subvert the interests of plaintiff and the other public
stockholders of McAfee.com.

                             JURISDICTION AND VENUE

      5.    This Court has jurisdiction over each of the defendants because
they conduct business in, reside in and/or are citizens of, California. Certain
of the defendants are citizens of California, including Network Associates
which has its principal place of business in this county. Likewise, certain of
the individual defendants, including defendants Sampath, Schell and Richards,
are citizens of California. The amount in controversy of plaintiff's claim
exclusive of interest and costs is less

                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES


                                      -1-


than $75,000 as this action seeks equitable relief only. Venue is proper in
this Court because defendants' wrongful acts arose in and emanated from this
county.

                           PARTIES AND OTHER ENTITIES

        6. Plaintiff Justin Peyton is, and at all times relevant hereto was, a
shareholder of McAfee.com.

        7. McAfee.com provides personal computer management solutions. The
Company's Web site allows consumers to secure, repair, update and upgrade their
PCs online. McAfee's.com applications allow consumers to check PCs for viruses,
eliminate viruses, and repair PCs.

        8. Defendant Network Associates supplies security and availability
solutions for e-business. The company's products focus on network security and
network management. Network Associates' products are marketed under the McAfee
and Sniffer name. Network Associates also is a majority shareholder of
McAfee.com.

        9. Defendant Stephen C. Richards ("Richards") is a director of the
Company and CFO and COO of defendant Network Associates.

        10. Defendant Srivats Sampath ("Sampath") is a director of the Company.

        11. Defendant Richard M. Schell ("Schell") is a director of the Company.

        12. Defendant George Samenuk ("Samenuk") is a director of the Company
and Chairman and CEO of defendant Network Associates.

        13. Defendant Frank C. Gill ("Gill") is a director of the
Company.

        14. The defendants named above in paragraphs 9-13 are sometimes
collectively referred to herein as the "Individual Defendants."

        15. The true names and capacities of defendants sued herein under
California Code of Civil Procedure Section 474 as Does 1-25, inclusive, are
presently not known to plaintiff, who therefore sues these defendants by such
fictitious names. Plaintiff will seek to amend this Complaint and include these
Doe defendants' true names and capacities when they are ascertained. Each of
the fictitiously named defendants is responsible in some manner for the conduct
alleged herein and for the injuries suffered by the Class.


                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES


                                      -2-


                  THE INDIVIDUAL DEFENDANTS' FIDUCIARY DUTIES

     16.  In any situation where the directors of a publicly traded corporation
undertake a transaction that will result in either (i) a change in corporate
control, or (ii) a break-up of the corporation's assets, the directors have an
affirmative fiduciary obligation to obtain the highest value reasonably
available for the corporation's shareholders, and if such transaction will
result in a change of corporate control, the shareholders are entitled to
receive a significant premium. To diligently comply with these duties, the
directors may not take any action that:

          (a)  adversely affects the value provided to the corporation's
shareholders;

          (b)  will discourage or inhibit alternative offers to purchase control
of the corporation or its assets;

          (c)  contractually prohibits them from complying with their fiduciary
duties;

          (d) will otherwise adversely affect their duty to search and secure
the best value reasonably available under the circumstances for the
corporation's shareholders; and/or

          (e)  will provide the directors with preferential treatment at the
expense of, or separate from, the public shareholders.

     17.  In accordance with their duties of loyalty and good faith, the
defendants, as directors and/or officers of McAfee.com, are obligated to
refrain from:

          (a)  participating in any transaction where the directors' or
officers' loyalties are divided;

          (b)  participating in any transaction where the directors or officers
receive or are entitled to receive a personal financial benefit not equally
shared by the public shareholders of the corporation; and/or

          (c)  unjustly enriching themselves at the expense or to the detriment
of the public shareholders.

     18. Because the Individual Defendants are in the process of breaching
their duties of loyalty, good faith and independence in connection with the
proposed Acquisition, the burden of proving the inherent or entire fairness of
the proposed Acquisition, including all aspects of its


                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES


                                      -3-




negotiation, structure, price and terms, is placed upon the Individual
Defendants as a matter of Delaware law.

                            CLASS ACTION ALLEGATIONS

        19. Plaintiff brings this action on his own behalf and as a class action
pursuant to Section 382 of the California Code of Civil Procedure on behalf of
all holders of McAfee.com stock who are being and will be harmed by defendants'
actions described below (the "Class"). Excluded from the Class are defendants
herein and any person, firm, trust, corporation, or other entity related to or
affiliated with any defendants.

        20. This action is properly maintainable as a class action.

        21. The Class is so numerous that joinder of all members is
impracticable. According to McAfee.com's Securities and Exchange Commission
("SEC") filings, there were more than 11.9 million shares of McAfee.com common
stock outstanding as April 30, 2002.

        22. There are questions of law and fact which are common to the Class
and which predominate over questions affecting any individual Class member. The
common questions include, inter alia, the following:

                (a) whether defendants have breached their fiduciary duties of
undivided loyalty, independence or due care with respect to plaintiff and the
other members of the Class in connection with the Acquisition;

                (b) whether the Individual Defendants are engaging in
self-dealing in connection with the Acquisition;

                (c) whether the Individual Defendants have breached their
fiduciary duty to secure and obtain the best price reasonable under the
circumstances for the benefit of plaintiff and the other members of the Class
in connection with the Acquisition;

                (d) whether the Individual Defendants are unjustly enriching
themselves and other insiders or affiliates of McAfee.com;

                (e) whether defendants have breached any of their other
fiduciary duties to plaintiff and the other members of the Class in connection
with the Acquisition, including the duties of good faith, diligence, honesty
and fair dealing;


                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES


                                      -4-



          (f) whether the defendants, in bad faith and for improper motives,
have impeded or erected barriers to discourage other offers for the Company or
its assets; and

          (g) whether plaintiff and the other members of the Class would suffer
irreparable injury were the transactions complained of herein consummated.

     23. Plaintiff's claims are typical of the claims of the other members of
the Class and plaintiff does not have any interests adverse to the Class.

     24. Plaintiff is an adequate representative of the Class, has retained
competent counsel experienced in litigation of this nature and will fairly and
adequately protect the interests of the Class.

     25. The prosecution of separate actions by individual members of the Class
would create a risk of inconsistent or varying adjudications with respect to
individual members of the Class which would establish incompatible standards of
conduct for the party opposing the Class.

     26. Plaintiff anticipates that there will be no difficulty in the
management of this litigation. A class action is superior to other available
methods for the fair and efficient adjudication of this controversy.

     27. Defendants have acted on grounds generally applicable to the Class
with respect to the matters complained of herein, thereby making appropriate
the relief sought herein with respect to the Class as a whole.

                     BACKGROUND TO THE PROPOSED ACQUISITION

     28. McAfee.com provides PC management solutions. The Company's Web site
allows consumers to secure, repair, update and upgrade their PCs online.
McAfee.com's applications allow consumers to check PCs for viruses, eliminate
viruses, and repair PCs.

     29. On January 16, 2002, the Company issued a press release entitled,
"McAfee.com Announces Record Year 2001 Revenues of $62.0 Million up 32% from
2000; Pro-Forma Earnings Per Share of $0.14; Fourth Quarter 2001 Revenues of
$18.6 Million; Pro-Forma Earnings Per Share Of $0.09," which stated in part:

     McAfee.com, a leading provider of Web security services, today announced
     operating results for the fourth quarter and fiscal year ended December 31,
     2001. Revenue for the fourth quarter of fiscal year 2001 was $18.6 million
     up $6.5 million


                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES

                                      -5-

      from the same period last year, representing year-over-year revenue growth
      of 54 percent. Fourth quarter revenues increased sequentially 15 percent
      over third quarter revenues of $16.2 million. Pro-forma net income for the
      quarter, excluding non-cash charges related to stock-based compensation
      and the amortization of intangibles, was $4.2 million or $0.09 per share.
      Net income for the quarter, including such non-cash charges was $904,000
      or $0.02 per share.

            Revenue for fiscal year 2001 was $62.0 million, as compared to $46.9
      million a year ago, representing annual revenue growth of 32 percent.

      30.   On March 17, 2002, the Company issued a press release entitled,
"McAfee.com Receives Notification of a Buyout Proposal from Network Associates,"
which stated in part:

      McAfee.com . . . today announced that it received a letter from Network
      Associates, Inc. . . . on Saturday afternoon stating Network Associates'
      intention to commence an exchange offer for all of the outstanding
      publicly held shares of the Class A common stock of McAfee.com. Network
      Associates stated that it would offer McAfee.com Class A common
      stockholders 0.675 of a share of Network Associates common stock in
      exchange for each outstanding share of McAfee.com Class A common stock.
      Network Associates stated that the offer will be made directly to
      McAfee.com's stockholders and that Network Associates is not seeking
      approval of the offer from McAfee.com's board of directors.

            Network Associates stated that it intends to file its offering
      materials with the Securities and Exchange Commission and to formally
      commence its exchange offer on or about March 25, 2002. Network Associates
      stated that the offer is conditioned on the tender of a sufficient number
      of shares of McAfee.com Class A common stock such that, after the offer is
      completed, Network Associates would own at least 90% of all outstanding
      shares of McAfee.com common stock. Network Associates stated that it will
      acquire any shares not purchased in the exchange offer through a "short
      form" merger and that, if the merger takes place, the consideration given
      to the remaining McAfee.com Class A common stockholders would be the same
      as the consideration received by the tendering stockholders in the
      exchange offer, subject to the exercise of appraisal rights, if any. As of
      February 14, 2002, there were approximately 11,742,901 shares of
      McAfee.com Class A common stock outstanding and 36,000,000 shares of
      McAfee.com Class B common stock outstanding, which are convertible into
      McAfee.com Class A common stock on a one-for-one basis. Based on
      McAfee.com's records and publicly filed documents, as of such date,
      Network Associates held all of the shares of McAfee.com Class B common
      stock outstanding and none of the shares of McAfee.com Class A common
      stock outstanding.

      31.   Following the announcement, the investor community expressed outrage
over the defendants' actions. In response, the Company's stock traded above the
offered price. Thus, in essence, defendants were actually trying to buy the
Company at a price less than the Company's then current price.

      32.   On April 10, 2002, Network Associates increased its offer to
approximately $17.28 per share.


                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES


                                      -6-

     33.  Then, on April 25, 2002, Network Associates announced that its
accounting for the prior years had been false - sending the Company's shares
into a freefall. The attempted squeeze-out of McAfee.com was terminated shortly
thereafter.

     34.  Then, on July 1, 2002, Network Associates issued a press release
entitled, "Network Associates Announces Plans to Acquire Publicly Held Shares
of McAfee.com." The press release stated in part:

     Network Associates, Inc. today announced that it plans to commence an
     exchange offer for all outstanding publicly held shares of Class A common
     stock of McAfee.com. Network Associates currently owns approximately 75%
     of McAfee.com.

          McAfee.com stockholders will be offered 0.78 of a share of Network
     Associates common stock in a tax-free exchange for each outstanding share
     of McAfee.com Class A common stock. In addition to having the same exchange
     ratio as that recommended by the special committee of the outside and
     independent McAfee.com directors in connection with Network Associates'
     previous exchange offer, the other terms of the exchange offer are expected
     to be the same, with limited modifications to the conditions of the offer.
     The previous exchange offer was withdrawn in April 2002 after the Company
     determined to restate certain prior period financial statements. On June
     28, 2002, Network Associates filed its restated financial statements.
     Operating results for 2001 and Q1 2002 were not impacted by the
     restatement.

          "With the filing of our restatements behind us, we believe it is the
     right time to move forward with the recombination of McAfee.com into the
     Network Associates family of world-class anti-virus and security
     solutions," said George Samenuk, chairman and CEO of Network Associates.

          Network Associates plans to file an exchange offer with the Securities
     and Exchange Commission on or about July 2, 2002, through which Network
     Associates would acquire all of the outstanding publicly held shares of
     McAfee.com Class A common stock. The offer will be conditioned on the
     tender of a sufficient number of McAfee.com Class A shares such that, after
     the offer is completed, Network Associates would own at least 90% of all
     outstanding shares of McAfee.com common stock as well as on certain other
     conditions. While the minimum condition may be waived, in no event will the
     offer be completed if less than a majority of the minority (McAfee.com
     stockholders other than Network Associates) tender their shares in the
     offer. If the minimum condition and the other conditions to the offer are
     met and the offer is completed, Network Associates will effect a
     "short-form" merger of McAfee.com with a Network Associates subsidiary. In
     the merger, each remaining McAfee.com Class A share will be exchanged
     (unless the holders perfect appraisal rights under Delaware law) into the
     same portion of a share of Network Associates common stock as is paid in
     the exchange offer.


                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES


                                      -7-

                             FIRST CAUSE OF ACTION
        FOR BREACH OF FIDUCIARY DUTIES AGAINST THE INDIVIDUAL DEFENDANTS

        35. Plaintiff repeats and realleges each allegation set forth herein.

        36. The defendants have breached their fiduciary duties of care,
loyalty, candor and independence owed to the public shareholders of McAfee.com
and have acted to put their personal interests ahead of the interests of
McAfee.com shareholders.

        37. By the acts, transactions and courses of conduct alleged herein,
the Individual Defendants, individually, and acting as a part of a common plan,
are attempting to unfairly deprive plaintiff and other members of the Class of
the true value of their investment in McAfee.com.

        38. The Individual Defendants have violated their fiduciary duties by
entering into a transaction with Network Associates without regard to the
fairness of the transaction to McAfee.com shareholders. Defendant Network
Associates aided and abetted the other defendants' breaches of fiduciary duties
owed to plaintiff and the other holders of McAfee.com stock.

        39. As demonstrated by the allegations above, the defendant directors
failed to exercise the care required, and breached their duties of loyalty,
good faith, candor and independence owed to the shareholders of McAfee.com
because, among other reasons:

                (a) they failed to take steps to maximize the value of
McAfee.com to its public shareholders and they took steps to avoid competitive
bidding, to cap the price of McAfee.com stock and to give Network Associates an
unfair advantage, by, among other things, failing to solicit other potential
acquirors or alternative transactions;

                (b) they failed to properly value McAfee.com; and

                (c) they ignored or did not protect against the numerous
conflicts of interest resulting from the directors' own interrelationships or
connection with the Acquisition.

        40. Because the Individual Defendants dominate and control the business
and corporate affairs of McAfee.com, and are in possession of private corporate
information concerning McAfee.com's assets, business and future prospects,
there exists an imbalance and disparity of knowledge and economic power between
them and the public shareholders of McAfee.com which

                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES

                                     - 8 -

makes it inherently unfair for them to pursue any proposed transaction wherein
they will reap disproportionate benefits to the exclusion of maximizing
stockholder value.

     41. By reason of the foregoing acts, practices and course of conduct, the
defendants have failed to exercise ordinary care and diligence in the exercise
of their fiduciary obligations toward plaintiff and other members of the Class.

     42. As a result of the actions of defendants, plaintiff and the Class will
suffer irreparable injury in that they have not and will not receive their fair
portion of the value of McAfee.com's assets and businesses and have been and
will be prevented from obtaining a fair price for their common stock.

     43. Unless enjoined by this Court, the defendants will continue to breach
their fiduciary duties owed to plaintiff and the Class, and may consummate the
proposed Acquisition which will exclude the Class from its fair share of
McAfee.com's valuable assets and businesses, and/or benefit defendants in the
unfair manner complained of herein, all to the irreparable harm of the Class,
as aforesaid.

     44. Defendants are engaging in self-dealing, are not acting in good faith
toward plaintiff and the other members of the Class, and have breached and are
breaching their fiduciary duties to the members of the Class.

     45. As a result of the defendants' unlawful actions, plaintiff and the
other members of the Class will be irreparably harmed in that they will not
receive their fair portion of the value of McAfee.com's assets and business and
will be prevented from obtaining the real value of their equity ownership of
the Company. Unless the proposed Acquisition is enjoined by the Court,
defendants will continue to breach their fiduciary duties owed to plaintiff and
the members of the Class, will not engage in arm's-length negotiations on the
Acquisition terms, and will not supply to McAfee.com's minority stockholders
sufficient information to enable them to cast informed votes on the proposed
Acquisition and may consummate the proposed Acquisition, all to the irreparable
harm of the members of the Class.


                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES
                                      -9-




     46. Plaintiff and the members of the Class have no adequate remedy at law.
Only through the exercise of this Court's equitable powers can plaintiff and
the Class be fully protected from the immediate and irreparable injury which
defendants' actions threaten to inflict.


                             SECOND CAUSE OF ACTION

    AIDING AND ABETTING BREACH OF FIDUCIARY DUTY AGAINST NETWORK ASSOCIATES

     47. Plaintiff repeats and alleges each allegation set forth above.

     48. Network Associates actively aided and abetted the Individual
Defendants' breaches of their fiduciary duties owed to plaintiff and the Class
by knowingly participating in the Individual Defendants' breaches of their
duties of loyalty, candor and care owed to plaintiff and the other McAfee.com
stockholders. Network Associates aided and abetted the Individual Defendants'
breaches of fiduciary duties by structuring the Acquisition on terms
preferential to Network Associates which subvert the interests of plaintiff and
other public stockholders of McAfee.com.

                               PRAYER FOR RELIEF

     WHEREFORE, plaintiff demands preliminary and permanent injunctive relief
in his favor and in favor of the Class and against defendants as follows:

     A. Declaring that this action is properly maintainable as a class action;

     B. Declaring and decreeing that the Acquisition agreement was entered into
in breach of the fiduciary duties of the defendants and is therefore unlawful
and unenforceable;

     C. Enjoining defendants, their agents, counsel, employees and all persons
acting in concert with them from consummating the Acquisition, unless and until
the Company adopts and implements a procedure or process to obtain the highest
possible price for shareholders;

     D. Directing the Individual Defendants to exercise their fiduciary duties
to obtain a transaction which is in the best interests of McAfee.com's
shareholders until the process for the sale or auction of the Company is
completed and the highest possible price is obtained;

     E. Rescinding, to the extent already implemented, the Acquisition or any
of the terms thereof;

     F. Imposition of a constructive trust, in favor of plaintiff, upon any
benefits improperly received by defendants as a result of their wrongful
conduct;



                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES
                                      -10-

        G. Awarding plaintiff the costs and disbursements of this action,
including reasonable attorneys' and experts' fees; and

        H. Granting such other further equitable relief as this Court may deem
just and proper.

DATED: July 1, 2002                     MILBERG WEISS BERSHAD
                                        HYNES & LERACH LLP
                                        WILLIAM S. LERACH
                                        DARREN J. ROBBINS


                                                /s/ DARREN J. ROBBINS
                                        -------------------------------------
                                                  DARREN J. ROBBINS

                                        401 B Street, Suite 1700
                                        San Diego, CA 92101
                                        Telephone: 619/231-1058
                                        619/231-7423 (fax)

                                        ROBBINS UMEDA & FINK, LLP
                                        MARC M. UMEDA
                                        1010 Second Avenue, Suite 2360
                                        San Diego, CA 92101
                                        Telephone: 619/525-3990
                                        619/525-3991 (fax)

                                        Attorneys for Plaintiff


                    COMPLAINT FOR BREACH OF FIDUCIARY DUTIES

                                     - 11 -

Darren J. Robbins
MILBERG WEISS BERSHAD HYNES & LERACH LLP 168593
401 B Street, Suite 1700
San Diego          CA   92101                                         [SEAL]
TELEPHONE NO.: 619/231-1058  FAX NO. 619/231-7423
ATTORNEY FOR (Name): Plaintiff Justin Peyton
- ---------------------------------------------------------------------
INSERT NAME OF COURT, JUDICIAL DISTRICT, AND BRANCH COURT, IF ANY.

Santa Clara Superior Court
- ---------------------------------------------------------------------
CASE NAME. Peyton v. Richards, et al.
- ---------------------------------------------------------------------

                                                                               
CIVIL CASE COVER SHEET              COMPLEX CASE DESIGNATION                         CASE NUMBER CV809111

[ ] Limited [X] Unlimited           [ ] COUNTER  [ ] JOINDER                         ASSIGNED JUDGE

                                    Filed with first appearance by defendant
                                    (Cal. Rules of Court, rule 1811)


                   Please complete all five (5) items below.

1.  Check one box below for the case type that best describes the case:

                                                                                 
    AUTO TORT                                  [ ] Other employment (15)                   [ ] Writ of mandate (02)

    [ ] Auto (22)                              CONTRACT                                    [ ] Other judicial review (39)

    OTHER PI/PD/WD (PERSONAL INJURY/           [ ] Breach of contract/warranty (08)        PROVISIONALLY COMPLEX CIVIL LITIGATION
    PROPERTY DAMAGE/WRONGFUL DEATH) TORT                                                   (CAL. RULES OF COURT, RULES 1800-1812)
                                               [ ] Collections (e.g., money owed,
    [ ] Asbestos (04)                              open book accounts (09)                 [ ] Antitrust/Trade regulation (03)

    [ ] Product liability (24)                 [ ] Insurance coverage (18)                 [ ] Construction defect (10)

    [ ] Medical malpractice (45)               [ ] Other contract (37)                     [ ] Claims involving mass tort (40)

    [ ] Other PI/PD/WD (23)                    REAL PROPERTY                               [ ] Securities litigation (28)

    NON-PI,PD/WD (OTHER) TORT                  [ ] Eminent domain/inverse                  [ ] ??? tort/Environmental (30)
                                                   condemnation (14)
    [X] Business tort/unfair business                                                      [ ] Insurance coverage claims arising
        practice (07)                          [ ] Wrongful eviction (33)                      from the above listed provisionally
                                                                                               complex case types (41)
    [ ] Civil rights (e.g., discrimination,    [ ] Other real property (e.g.
        false arrest) (08)                         Quit title) (28)                        ENFORCEMENT OF JUDGMENT

    [ ] Defamation (e.g. slander, libel) (13)  UNLAWFUL DETAINER                           [ ] Enforcement of judgment (e.g.,
                                                                                               sister state, foreign, out-of-county
    [ ] Fraud (16)                             [ ] Commercial (31)                             abstracts) (20)

    [ ] Intellectual property (19)             [ ] Residential (32)                        MISCELLANEOUS CIVIL COMPLAINT

    [ ] Professional negligence (e.g.          [ ] Drugs (38)                              [ ] RICO (27)
        legal malpractice) (25)
                                               JUDICIAL REVIEW                             [ ] Other complaint (not specified
    [ ] Other non-PI/PD/WD tort (35)                                                           above) (42)
                                               [ ] Asset forfeiture (05)
    EMPLOYMENT                                                                             MISCELLANEOUS CIVIL PETITION
                                               [ ] Person re. arbitration award (11)
    [ ] Wrongful termination (35)                                                          [ ] Partnership and corporate governance
                                                                                               (21)

                                                                                           [ ] Other petition (not specified above)
                                                                                               (43)

    

2.  This case  [X] is  [ ] is not  complex under rule 1800 of the California
    Rules of Court. If case is complex, mark the factors requiring exceptional
    judicial management

    a.  [X] Large number of separately represented parties

    b.  [X] Extensive motion practice raising difficult or novel issues that
            will be time-consuming to resolve

    c.  [X] Substantial amount of documentary evidence

    d.  [ ] Large number of witnesses

    e.  [ ] Coordination and related actions pending in one or more courts in
            other counties, states or countries, or in a federal court

    f.  [ ] Substantial post-disposition judicial disposition

3.  Type of remedies sought (check all that apply):

    a.  [ ] monetary

    b.  [X] nonmonetary; declaratory or injunctive relief

    c.  [ ] punitive

4.  Number of causes of action (specify): 2

5.  This case  [X] is  [ ] is not  a class action suit.


Date: July 1, 2002

       Darren J. Robbins              /s/ DARREN J. ROBBINS
..................................      ------------------------------------------
      (TYPE OR PRINT NAME)            (SIGNATURE OF PARTY OR ATTORNEY FOR PARTY)

                                     NOTICE

- - Plaintiff must file this cover sheet with the first paper filed in the action
  or proceeding (except small claims cases or cases filed under the Probate,
  Family, or Welfare and Institutions Code) (Cal. Rules of Court, rule 962.2)

- - File this cover sheet in addition to any cover sheet required by local court
  rule

- - If this case is complex under rule 1800 et seq. of the California Rules of
  Court, you must serve a copy of this cover sheet on all other parties to the
  action or proceeding

- - Unless this is a complex case, this cover sheet shall be used for statistical
  purposes only.

                             CIVIL CASE COVER SHEET


                                  [ILLEGIBLE}
                             COUNTY OF SANTA CLARA

                                                           CASE NUMBER: CV809111

                              NOTICE TO LITIGANTS

1. SERVICE. Timely filing and service of pleadings is required. A copy of this
notice, the attached ADR Information Sheet, and a Case Management Conference
Questionnaire and At-Issue Memorandum shall be served with a complaint or
cross-complaint. (Local Rule 1.1C)

2. RULES AND FORMS. All parties are required to know the Local and State Rules
of Court and to use proper forms. State Rules and Judicial Council forms are
available on the Internet: www.courtinfo.ca.gov/forms or /rules. All forms and
local rules may be purchased through:

        Forms and local Rules:              Local Rules:
        Rose Printing Company               San Jose Post-Record
        49 North First Street               90 North First Street, Suite 100
        San Jose, CA 95113                  San Jose, CA 95113
        408-293-8177                        408-287-4866

3. ASSIGNMENT. YOUR CASE HAS BEEN ASSIGNED TO JUDGE BIAFORE, DEPT. 21 FOR ALL
PURPOSES, EXCEPT TRIAL.

4. CASE MANAGEMENT CONFERENCE. The Case Management Conference has been
scheduled as follows:
_____ Before the ADR Administrator    _____ Before your Assigned Judge

Parties are required to meet and confer no later than 30 calendar days before
the Case Management Conference. A completed Case Management Questionnaire and
At-Issue Memorandum stating that the parties have met as required shall be
filed and served at least 5 calendar days before the Case Management
Conference. (California Rule of Court 212)

Counsel for each party and each party appearing in propria persona shall attend
the Case Management Conference and shall be familiar with the case and be fully
prepared to discuss all pre-trial matters stated in Local Rule 1.1F(4) including
alternative dispute resolution (ADR) [Local Rule 1.1F(2)]. The Court shall
evaluate each case as provided in California Rules of Court, Rule 2106 and make
appropriate pre-trial orders. [Local Rule 1.1F(4)]

5. REQUIREMENTS FOR VOLUNTARY ALTERNATIVE DISPUTE RESOLUTION (ADR). Within 20
calendar days of a stipulation to voluntary ADR, the parties shall agree on a
provider and on an ADR date. The parties shall confer with the ADR
Administrator (408-299-3090) if they cannot agree on a provider. In any event,
within the same 20-day period, plaintiff's counsel shall complete and submit to
the ADR Administrator an ADR Notice, advising the ADR Administrator of the name
of the ADR provider and the ADR date. [Local Rule 1.1E(4)]

6. SANCTIONS. Parties and counsel who fail to comply with the above Local Rules
will be subject to the imposition of sanctions. (California Rules of Court,
Rule 227 and Local Rule 1.1N)

Rev. 01/02 ng





- --------------------------------------------------------------------------------
                       SANTA CLARA COUNTY SUPERIOR COURT
                         ALTERNATIVE DISPUTE RESOLUTION
                               INFORMATION SHEET
- --------------------------------------------------------------------------------

     Many cases can be resolved to the satisfaction of all parties without the
necessity of traditional litigation, which can be expensive, time consuming, and
stressful. The Court finds that it is in the best interests of the parties that
they participate in alternatives to traditional litigation, including
arbitration, mediation, neutral evaluation, special masters and referees, and
settlement conferences. Therefore, all matters shall be referred to an
appropriate form of Alternative Dispute Resolution (ADR) before they are set for
trial, unless there is good cause to dispense with the ADR requirement.

WHAT IS ADR?

     ADR is the general term for a wide variety of dispute resolution processes
that are alternatives to litigation. Types of ADR processes include mediation,
arbitration, neutral evaluation, special masters and referees, and settlement
conferences, among others forms.

What are the advantages of choosing ADR instead of litigation?

     ADR can have a number of advantages over litigation:

o    ADR can save time. A dispute can be resolved in a matter of months, or even
     weeks, while litigation can take years.

o    ADR can save money. Attorneys fees, court costs, and expert fees can be
     reduced or avoided altogether.

o    ADR provides more participation. Parties have more opportunities with ADR
     to express their interests and concerns, instead of focusing exclusively on
     legal rights.

o    ADR provides more control and flexibility. Parties can choose the ADR
     process that is most likely to bring a satisfactory resolution to their
     dispute.

o    ADR can reduce stress. ADR encourages cooperation and communication, while
     discouraging the adversarial atmosphere of litigation. Surveys of parties
     who have participated in an ADR process have found much greater
     satisfaction than with parties who have gone through litigation.

What are the main forms of ADR offered by the Court?

o    Mediation is an informal, confidential process in which a neutral party
     (the mediator) assists the parties in understanding their own interests,
     the interests of the other parties, and the practical and legal realities
     they all face. The mediator then helps the parties to explore options and
     arrive at a mutually acceptable resolution of the dispute. The mediator
     does not decide the dispute. The parties do.

o    Mediation may be appropriate when:

     o    The parties want a nonadversary procedure

     o    The parties have a continuing business or personal relationship

     o    Communication problems are interfering with a resolution

     o    There is an emotional element involved

     o    The parties are interested in an injunction, consent decree, or other
          form of equitable relief

                                     -over-