CERTAIN
      PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. THE REDACTED
      PORTIONS ARE MARKED AS ASTERISKS.

    


    Oberon
      Media, INC.

    SOFTWARE
      PRODUCT LICENSING AND SOFTWARE GAME DISTRIBUTION AND

    PROMOTION
      AGREEMENT

     

    This
      Software Product Licensing, and Game Software Distribution and Promotion
      Agreement (this “Agreement”) is effective as of, Jan 7th 2004 (the “Effective
      Date”), by and between Oberon Media, Inc., a Delaware corporation further
      described below (“Licensor”), and IncrediMail, Ltd., a Software corporation,
      located at Tel Aviv Israel (“Partner”), and describes the terms and conditions
      relating to Partner’s use, distribution and promotion of Licensor’s game
      software and other software products.

    
      	 	 
	Partner: 	 
	Name: 	IncrediMail Ltd. 
	Address: 	2 Kaufman st’ - Tel Aviv 
	Country: 	Israel 
	Telephone: 	972-3-5160195 
	Main Contact: 	Ofer Adler 
	FAX: 	972-3-5160917 
	Email: 	ofer@incredimail.com 
	URL: 	incredimail.com 


    

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, the parties agree as follows:

    


    1.
      DEFINITIONS

     

    The
      following capitalized terms will have the meanings set forth below:

     

    “Game
      Center Software” means Licensor’s proprietary Software product,
      including all client side components presented via an Internet browser, server
      side components installed on a server computer, digital right management
      components and all other software modules used in connection with enabling
      distribution and promotion of various Software Games.

     

    “Game
      Page” means the destination web page that is hosted by Licensor sites
      and branded with Partner Marks, from where a User may link to, access, play
      and
      purchase Software Game Versions that are hosted by Licensor.

     

    “Partner
      Sites” means the Internet web site located at Partner’s URL listed
      above, including all related web pages, owned or operated by
      Licensor.

     

    “Licensor
      Sites” means the Internet web sites owned and operated by Licensor from
      where Licensor and/or Licensor’s third party Developers promote the Programs,
      including informational web pages pertaining to the Programs.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “User”
      means the entity or person to whom the Programs are distributed for personal
      use.

     

    “Program(s)”
      means the object code, including all Updates thereto, of each of Licensor’s
      software game program(s) distributed and sold via the Game Center Software
      Product, together with all Licensor documentation and related files. As used
      herein, “Program(s)” includes Demo Versions, Full Versions, and Web
      Versions.

     

    “Web
      Version(s)” means a version of the Programs with a feature set for play
      when a User is connected to the Internet.

     

    “Demo
      Version(s)” means a version of the Program with a feature set that
      limits the amount of play time or number of plays by a User of the Full
      Version.

     

    “Full
      Versions(s)” means a version of the Programs that are enabled with full
      features and functionality pursuant to Licensor’s documentation and
      specifications.

     

    “Licensor
      Marks” means the trademarks, service marks, logos and trade names of
      Licensor, Licensor Game Center Software Product, Licensor Programs, and other
      affiliated developers’ Programs published and distributed by
      Licensor.

     

    “Licensor
      Material” means the marketing material pertaining to Licensor and the
      Programs provided by Licensor to Partner.

     

    “Net
      License Fees” means the total gross fees received by Licensor for the
      sale of any of the Programs, less any amounts paid for taxes, refunds, returns,
      bandwidth costs, royalties paid to third party developers, and contested credit
      transactions.

     

    “Bundle
      Net License Fees” means the percentage of the total gross fees received
      by Partner for the sale of a bundle of software and/or services that contains
      at
      least one Full Version, which is determined by dividing the total retail price
      of the Full Version by the total retail price of all of the components of the
      bundle if sold separately, less any amounts paid for taxes, refunds, returns,
      bandwidth costs, royalties paid to developers, and contested credit
      transactions.

     

    “Confidential
      Information” means the confidential or proprietary technical or
      business information of a party, including without limitation: (a) proposals
      or
      research related to possible new products or services; (b) financial statements
      and other financial information; (c) reporting information, (d) the material
      terms of this Agreement and the relationship between the parties; and (e) launch
      dates; provided, however, that all of the information will be considered
      confidential only if it is conspicuously designated as “Confidential,” or if
      provided orally, identified at the time of disclosure as
      confidential.

     

    “General
      Information” means all information that is not Personally Identifiable
      Information, which is tracked in connection with a User’s use of the Programs.
      Examples of “General Information” include, without limitation, statistical usage
      information, browser and video settings of a User’s computers, and the language
      of the User’s computer systems.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Internet
      Protocol” means any protocol used to route data on the Internet or on
      any portion of the Internet, including all versions currently in existence
      or
      developed or implemented in the future.

     

    “Personally
      Identifiable Information” means any information collected from Users
      that could be used to identify the identity of such User including, without
      limitation, name, email, address, and payment information.

     

    “Territory”
      territory defined as world wide.

     

    “Licensor
      Information” means the information and metadata to be incorporated into
      the Programs by Licensor prior to delivery, as specified by Licensor from time
      to time.

     

    “Updates”
      means: (a) subsequent releases of the Programs that (i) add new features,
      functionality, and/or improved performance, (ii) operate on new or other
      databases, operating systems, or client or server platforms, or (iii) add new
      foreign language capabilities; (b) bug or error fixes, patches, workaround
      and
      maintenance releases; (c) new point releases, including those denoted by a
      change to the right of the first decimal (e.g., v3.0 to 3.1), and (d) new major
      version releases, regardless of the version name or number, but including those
      denoted by (i) a change to the left of the first decimal point (e.g., v5.0
      to
      6.0) and/or (ii) the addition of a date designation or a change in an existing
      case designation (e.g., v2001 to 2002).

     

    “User
      Data” means, collectively, Personally Identifiable Information and
      General Information.

    


    2.
      LICENSE GRANT

    


    2.1
      License to Use Game Center Storage. Subject to the terms and conditions
      of this Agreement, licensor hereby grants to Partner a nonexclusive,
      nontransferable single license to use the Game Center Software in the Territory
      as a stand-alone product, solely in object code format, for use by End-Users
      for
      the purpose of promoting and selling of various Programs.

     

    The
      Game
      Center Software shall be licensed to provide Partner’s Internet users with
      access and/or links to the Programs.

    


    2.1.1
      The
      Game Center Software shall be private-labeled and branded to carry Partner’s
      page look.

     

    2.1.2
      The
      Game Center Software shall be linked to Partner Site via a URL at
      partner.com.

     

    2.1.3
      Licensor shall host, maintain and manage the Game Center Software on its servers
      and will provide Programs based on user demographic and consumer
      needs.

     

    2.1.4
      Licensor shall be the exclusive provider of content and Programs distributed
      via
      the Game Center Software. Licensor may from time to time at its discretion
      add,
      update, remove and replace programs offered via the Game Center
      software.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Partner
      shall not have the right to assign to any third parties the rights to Use the
      Game Center Software. Partner shall not have the right to use the Game Center
      Software outside of the Territory prior written consent from Licensor. Partner
      will have the right to veto distribution of any games from its channel by
      notification to Licensor.

    


    2.2
      License to Distribute. Licensor hereby grants to Partner a
      nonexclusive, worldwide right and license to, distribute and market to its
      users
      the Full Versions: (a) via the Game Center Software as the sole vehicle for
      selling Licensor’s Programs (b) through electronic distribution via Internet
      Protocol; and (c) any or all Programs, Bundled Programs or services offered
      by
      Licensor from time to time, whether electronically via Internet Protocol or
      through tangible media such as CD-ROMs, DVDs, diskettes, or hard disc drives.
      Additionally, Partner may distribute the Demo Versions through electronic
      distribution via the Internet.

    


    2.3
      Web Versions. In the event that Licensor makes a Web Version available
      for some programs, Licensor hereby grants to Partner a non-exclusive, worldwide
      right and license to market and promote the Web Version via the Game Center
      Software, and to link to the Web Version from the Game Pages pursuant to the
      terms and conditions of this Agreement.

    


    2.4
      Use of Licensor Marks and Licensor Material. Licensor hereby grants to
      Partner the right to use the names, trademarks, trade names, drawings, logos
      and
      symbols associated with Licensor and/or the Programs to market, identify and
      distribute the Programs in the manner contemplated herein.

    


    3.
      PARTNER RIGHTS AND OBLIGATIONS

    


    3.1
      Promotion of Game Center. Partner will make its best efforts to promote
      the Game Center and drive traffic to the site. Partner may promote the offering
      via online and offline advertisement to its users.

    


    3.2
      Embedding of Game Center Software. Partner shall create a link between
      Partner Sites’ and the Game Center Software served of Licensor’s
      Site.

    


    3.3
      Advertising Rights. Partner shall have the right to advertise on the
      free space surrounding the Game Center Software Game Pages, in accordance with
      custom advertising policies on Partner’s site.

    


    3.4
      Technical Support and Program Updates. Throughout the Term, Licensor
      will provide Partner with: (a) reasonable technical support as Partner may
      require from time to time; (b) all reasonable assistance necessary for Partner
      to perform its obligations hereunder; and (c) Updates as soon as they are
      available. Partner will provide technical support to Users in accordance with
      Partner’s published policies.

    


    4.
      LICENSOR’S RIGHTS AND OBLIGATIONS

    


    4.1
      Program Listings within the Game Center. Licensor will, at its sole
      editorial discretion, advertise or list the Programs on the Partner Sites.
      Licensor may refuse, suspend, or cease advertising, distributing or licensing
      any Programs if Licensor determines, in its sole discretion, that such action
      is
      commercially appropriate. Licensor will notify Partner within thirty (30)
      business days of any permanent suspension or cessation of advertising,
      distribution or licensing of any Programs but in no event will Licensor be
      liable to Partner for any damages of any nature arising from refusing,
      suspending or ceasing advertising or listing of any Program in the Partner
      Sites. Partner will have the right to veto distribution of any Programs on
      the
      Partner Sites by notification to Licensor.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    4.2
      Title. Licensor and its affiliated developers will retain all title and
      ownership in the Programs, and nothing in this Agreement will be construed
      to
      affect such Licensor rights. Licensor will be solely responsible for the
      content, quality and performance of the Programs and for any warranty, support,
      maintenance or other obligations related to the Programs. Partner acknowledges
      that the Licensor Marks and Licensor Material are owned solely by Licensor
      and
      except as expressly provided above; Partner does not hereby acquire any
      ownership or other rights in the Licensor Marks and Licensor Material. Partner
      will not remove, alter or add to any Licensor Marks, copyright notices, or
      other
      proprietary rights notices from the Programs without Licensor’s express
      consent.

    


    4.3
      Relationships with Third Party Developers. Licensor will have the sole
      control and responsibility for maintaining the relationships with third party
      developers. Partner shall refer any developer inquiry regarding possible
      publishing and/or distribution inquiry to Licensor.

    


    4.4
      User Support. Licensor and its affiliate developers will provide all
      Users with a substantially similar level of online support for the Programs
      as
      offered by Licensor to other individuals who have access to the Programs.
      Licensor will, at a minimum, provide email User support and will use
      commercially reasonable efforts to respond to User emails within two (2)
      business day during Licensor’s normal business hours.

    


    5.
      PAYMENT TERMS

    


    5.1
      Net License Fee for Nonbundled Sales. For nonbundled sales of the Full
      Versions, Licensor will pay to Partner a fee of *****(1) percent (*****%(1))
      of
      Net License Fees actually received by Licensor for the Programs.

    


    5.2
      Net License Fee for Bundled Sales. For sales of the Full Version
      included as part of a bundle, Licensor will pay to Partner a fee of *****(1)
      percent (*****%(1)) of the Bundle Net License Fee actually received by
      Licensor.

    


    5.3
      Payment. Licensor will pay to Partner the percentage of Net License
      Fees and Bundle Net License Fees stated in Section 5.2, 5.3 and 5.4 above.
      Payments will be made to Partner within forty-five (20) days of the end of
      each
      month in which Net License Fees and/or Bundle Net License Fees are collected
      by
      Licensor. If the amount payable to Licensor is less than one thousand dollars
      ($1,000) for any one month, Licensor may, at its sole discretion and upon
      notification to Partner, elect to pay Partner on a quarterly basis for the
      remainder of the Term, payments of which will be made within forty-five (45)
      days of the end of the quarter. All payment made hereunder will be made by
      check
      and in U.S. Dollars. Licensor will provide Partner with a report of Full Version
      sales each month (or quarter if applicable) Licensor will not owe Partner any
      fees for Demo Versions or Web Versions.

     

    
      
        

      

    

    (1)
      REPRESENTS MATERIAL THAT HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE
      406
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    5.4
      Taxes. With respect to the Net License Fees and Bundle Net License
      Fees, Licensor will collect and remit to the appropriate taxing authority,
      or
      require the purchaser to pay, all sales, use or similar taxes applicable. Except
      for the foregoing, each party is solely and separately responsible for its
      own
      taxes, user fees, or similar levies. Each party agrees to assist the other
      party
      in claiming exemption from any deductions or withholdings under any double
      taxation or similar agreement or treaty from time to time in force with respect
      to the royalties payable hereunder.

    


    6.
      TERM

    


    6.1
      Term. The Agreement will commence on the Effective Date and will
      continue until terminated in accordance with the terms hereof.

    


    6.2
      Termination. Either party may terminate this Agreement *****(1) ,
      provided that such terminating party gives the other party *****(1) prior
      written notice

    


    6.3
      Effect of Termination. Upon termination of the Agreement, the licenses
      granted to Partner herein will terminate. All User license agreements relating
      to the Programs will continue in perpetuity after the termination or expiration
      of this Agreement for whatever reason. Sections 4.2 Title, 5 Payment, 6.3 Effect
      of Termination, 7 Warranties, Liabilities and Indemnification and 8 General
      Provisions - will survive the termination of this Agreement for any
      reason.

    


    7.
      WARRANTIES, LIABILITIES AND INDEMNIFICATION

    


    7.1
      Licensor Warranties. Licensor hereby represents and warrants to Partner
      that: (a) it is authorized to enter into this Agreement; (b) it has the rights
      and interests in the Programs to distribute and has the rights to grant the
      rights granted to Partner herein.

    


    7.2
      Partner Warranties. Partner hereby represents and warrants to Licensor
      that: (a) it is authorized to enter into this Agreement; (b) it is the exclusive
      owner of all rights and interests in the Partner’s Sites.

    


    7.3
      No Other Warranties. UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR
      IMPIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
      WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED,
      EXCEPT TO THE EXTENT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY
      INVALID.

     

    
      
 (1)
      REPRESENTS MATERIAL THAT HAS BEEN REDACTED AND SEPARATELY FILED WITH THE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE
      406
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    7.4
      Limitation of Liability. EXCEPT FOR LICENSOR’S INDEMNIFICATION
      OBLIGATIONS SET FORTH IN SECTION 7.5 BELOW, NEITHER PARTY WILL BE LIABLE FOR
      ANY
      LOST PROFITS, LOST DATA OR ANY FORM OF SPECIAL, INCIDENTAL, INDIRECT,
      CONSEQUENCIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT,
      HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) EVEN
      IF
      SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
      WILL
      LICENSOR’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID
      TO PARTNER BY LICENSOR HEREUNDER DURING THE PREVIOUS SIX (6) MONTH
      PERIOD.

    


    8.
      GENERAL PROVISIONS

    


    8.1
      Compliance With Laws. Both parties will comply with all material
      aspects of the laws and regulations applicable to its activities under this
      Agreement. Without limiting the foregoing, both parties will: (a) comply with
      all United States Department of Commerce and other United States export controls
      with respect to the subject matter hereof; and (b) not knowingly produce or
      distribute any software, products, or technical data in any country where such
      production or distribution would be unlawful.

    


    8.2
      Notices and Contact Information. All notices and demands under this
      Agreement will be in writing and will be delivered by personal service, express
      courier, or United States mail to the following addresses: 

    
      
        	 	 
	If to Licensor: 	 
	 	 
	Oberon Media, Inc. 	 
	 	 
	 	1450 Broadway, 18th Floor 
	 	New York, NY 10018-2201 
	 	
                Attention:
                  Taj Kerret 

              
	 	 
	If to Partner: 	
                 

              
	 	IncrediMail Ltd. 
	 	2 Kaufman st - 8th Floor 
	 	Tel Aviv, Israel 68012 
	 	Attention: Yaron
                Adler 


      

    

     

    Either
      party may change their address set forth above by providing written notice
      to
      the other party. Notice will be effective on receipt

    


    8.3
      Confidentiality. Except as expressly and unambiguously allowed herein,
      each party will hold in confidence and not use or disclose any Confidential
      Information and will similarly bind its employees and contractors in writing.
      The receiving party will not be obligated under this Section 8.3 with respect
      to
      information the receiving party can document. (a) is or has become readily
      publicly available with restriction through no fault of the receiving party
      or
      its employees or contractors; (b) was received without restriction from a third
      party lawfully in possession of such information and lawfully empowered to
      disclose such information; (c) was rightfully in the possession of the receiving
      party without restriction prior to its disclosure by the disclosing party;
      (d)
      is independently developed by the receiving party by employees without access
      to
      the other party’s similar Confidential Information; or (e) is required by law or
      order of a court, administrative agency or other governmental body to be
      disclosed by the receiving party. The parties’ obligations with respect to
      Confidential Information will continue for the shorter of two (2) years from
      the
      date of termination of this Agreement or until one of the above enumerated
      conditions becomes applicable. Each party acknowledges that its breach of this
      Section 8.3 will cause irreparable injury to the other for which monetary
      damages are not an adequate remedy. Accordingly, either party may be entitled
      to
      seek injunctions and other equitable remedies in the event of such breach by
      the
      other.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    8.4
      Non-Assignment. Partner may not assign, sublicense, transfer, encumber
      or otherwise dispose of this Agreement without the prior written approval of
      Licensor. Any attempted assignment, sublicense, transfer, encumbrance or other
      disposal of this Agreement by Licensor in violation of this provision will
      constitute a material default and breach of this Agreement. Except as otherwise
      provided, this Agreement will be binding upon and inure to the benefit of the
      parties’ successors and lawful assigns.

    


    8.5
      Press Releases and Public Statements. Neither party will issue any
      press releases or make public statements relating to this Agreement or the
      relationship between the parties without the other party’s review of and written
      consent to such press release or public statement.

    


    8.6
      Force Majeure. No party shall be deemed in default hereunder for any
      cessation, interruption or delay in the performance of its obligations due
      to
      causes beyond its reasonable control, including but not limited to: earthquake,
      flood, or other natural disaster, act of God, labor controversy, civil
      disturbance, war (whether or not officially declared) or the inability to obtain
      sufficient supplies, transportation or other essential commodity or service
      required in the conduct of its business, or any change in or the adoption of
      any
      law, regulation, judgment or decree (each a “Force Majeure Event”). Each party
      shall have the right to terminate this Agreement immediately upon written notice
      if any Force Majeure Event of another party continues for more than ten (10)
      days.

    


    8.7
      Miscellaneous. This Agreement together with Exhibit A constitutes the
      final agreement between the parties with regard to the subject matter herein
      and
      supersedes and cancels all prior negotiations, understandings, correspondence
      and agreements, oral and written, express or implied between the parties with
      regard to the subject matter herein. No waiver, amendment or modification of
      any
      provision of this Agreement will be effective unless it is in a document that
      expressly refers to this Agreement and is signed by both parties. Failure or
      delay by either party in exercising any rights or remedy under this Agreement
      will not operate as a waiver of any such right or remedy. The parties are
      independent contractors. Neither party will be deemed to be an employee, agent,
      partner or legal representative of the other for any purpose and neither will
      have any right, power of authority to create any obligation or responsibility
      on
      behalf of the other. If for any reason a court of competent jurisdiction finds
      any provision or portion of this Agreement to be unenforceable, that provision
      of the Agreement will be enforced to the maximum extent permissible so as to
      effect the intent of the parties, and the remainder of this Agreement will
      continue in full force and effect. This Agreement will be governed by the laws
      of Tel Aviv, Israel, excluding the Convention on Contracts for the International
      Sale of Goods, and without regard to conflict of laws provisions.

    
    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    IN
      WITNESS
      WHEREOF, the parties have executed this Agreement by their duly authorized
      representatives.

    
      	 	 	 	 
	LICENSOR: 	 	 	PARTNER: 
	 	 	 	 
	 	 	 	 
	By:
              /s/ Tal
              Kerret 	 	 	By:
              /s/ Yaron
              Adler
	
              
Name:Tal
              Kerret	 	 	
              
Name:Yaron
              Adler
	Title:
              Chairman	 	 	Title:
              CEO


    

     

     

    
      
        
        

      

      
        9