cCom amendment


    AMENDMENT
      II

    to
      the


    SOFTWARE
      LICENSE AGREEMENT DATED DECEMBER 22, 2000 BETWEEN COMMUNICATION INTELLIGENCE
      CORPORATION (“CIC”) 

    AND
      E-COM
      PYT LTD. (“Licensee”)

    (the
      “Agreement”)

    


    
      	
              A.

            	
              This
                Amendment II shall be effective May 31, 2005 (the “Effective Date”).
                

            


    

    


    
      	
              B.

            	
              Amendment
                I to the Agreement defines Licensee’s Territory (the “Territory”) as the
                ASEAN Region, such designation is further defined therein to encompass
                the
                countries of: Brunei Darussalam, Cambodia, Indonesia, Laos, Malaysia,
                Myanmar, Philippines, Singapore, Thailand, Vietnam, Australia and
                New
                Zealand and includes CIC’s agreement not to appoint any other resellers
                within the ASEAN Region as so defined.


            


    

    


    
      	
              C.

            	
              The
                Territory is hereby expanded so as to include the People’s Republic of
                China (the “China Region”) and CIC agrees not to appoint any other
                resellers within the China Region. 

            


    

    


    
      	
              D.

            	
              This
                Amendment II shall apply to the current versions of the following
                products: Sign-it for Word, Sign-it for AutoCAD, Sign-it for Acrobat,
                iSign, and SignatureOne. 

            


    

    


    
      	
              E.

            	
              The
                initial term of this Amendment II shall be two years from the Effective
                Date hereof. Licensee’s right to be the exclusive reseller within the
                China Region will be reviewed based upon mutually agreed upon performance
                metrics, applicable to the second year of the initial term, set at
                or
                prior to the end of the first year of the initial term. The right
                to be
                the exclusive reseller will be extended to a one-year renewal term
                if the
                metrics are achieved. The process will be repeated each renewal term.
                

            


    

    


    F.        
      Pricing
      to Licensee, for the China Region, shall reflect (a) the
      competitive

    advantage
      inherent  in the new unbundled feature by feature SignatureOne pricing
      schedule and (b) the competitive dynamics of the China market.  Overall
      pricing shall be ___ -% or less of CIC’s current Standard List
      Price.

    


    
      	
              G.

            	
              Payment
                Terms: 

            


    

    


    
      	 	
              1.

            	
              Upon
                signing of this Amendment II Licensee shall pay to CIC a
                $___________nonrefundable fee attributable to the exclusive reseller
                appointment in the China Region. 

            


    

    


    
      	 	
              2.

            	
              Upon
                signing of this Amendment II Licensee shall pay to CIC a
                $________nonrefundable license fee. Units shipped (copied) within
                the
                China Region shall be credited against such nonrefundable license
                fee.
                

            


    

    


    
      	 	
              3.

            	
              Licensee
                shall pay to CIC a $______quarterly minimum nonrefundable license
                fee due
                the first day of each of the first two quarters of the first year
                of this
                Amendment II, (June 1, 2005 and September 1, 2005) and a $_______quarterly
                minimum nonrefundable license fee due the first day of each of the
                last
                two quarters of the first year of this Amendment II (December 1,
                2005 and
                March 1, 2006). License fees for units shipped (copied) within the
                China
                Region shall be credited against such nonrefundable minimum quarterly
                license fees. 

            


    

    


    
      	 	
              4.

            	
              Licensee
                shall pay to CIC, on the first day of each quarter of the second
                year of
                this Amendment II, a $_________quarterly minimum nonrefundable license
                fee
                (June 1, 2006; September 1, 2006; December 1, 2006 and March 1, 2007).
                License fees for units shipped (copied) within the China Region shall
                be
                credited against such nonrefundable minimum quarterly license
                fees.

            


    

    


    
      	
              H.

            	
              Licensee
                may move prepaid licenses between the ASEAN Region and the China
                Region,
                however, licenses acquired for the ASEAN Region and sublicensed in
                the
                China Region may not be credited against the license fees delineated
                in
                Section G above and shall not be considered toward the fulfillment
                of any
                minimum requirements established for the China Region.
                

            


    

    


    
      	
              I.

            	
              The
                parities shall negotiate in good faith to agree upon the appropriate
                level
                of engineering support to be provided by CIC and the specific terms
                related thereto. 

            


    

    


    
      	
              J.

            	
              All
                other terms of the Agreement, as amended, shall remain unchanged
                and in
                full force and effect except to the extent that they are inconsistent
                with
                the terms of this Amendment as applied to the subject matter hereof.
                In
                any such instances the terms of this Amendment shall be given priority
                over the terms of the Agreement, as amended.


            


    

    


    Signed
      for and on behalf of CIC:

    


    Signature:
      _____________________________

    


    Printed
      Name: __________________________

    Title:
      _________________________________

    


    


    Signed
      for and on behalf of eCom Asia Pacific Pty Ltd and Wholly Owned Subsidiary:
      

    


    Signature:
      _____________________________

    


    Printed
      Name: __________________________

    Title:
      _________________________________