AGREEMENT OF MERGER


                          DATED AS OF NOVEMBER 16, 2001



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                               AGREEMENT OF MERGER


         THIS  AGREEMENT OF MERGER (this  "Agreement")  dated as of November 16,
2001,  is by  and  among  CP  SOFTWARE  GROUP  INC.,  a  California  corporation
("Parent"),  COMMTOUCH  SOFTWARE  LTD.,  an Israeli  corporation  ("Commtouch"),
MAILCENTRO,  INC.  ("Acquisition") , a California corporation and a wholly owned
subsidiary  of  Commtouch  Software  Ltd.  and  CPSGNEWCO,  INC.,  a  California
corporation ("Merger Sub") and a wholly-owned subsidiary of Parent . Capitalized
terms not  otherwise  defined  herein shall have the  meanings  ascribed to such
terms in Section 7.8 of this Agreement.

         WHEREAS,   Commtouch  and  certain  of  its  subsidiary  companies  are
interested in selling and  transferring  to Parent,  and Parent is interested in
acquiring,  substantially all of Commtouch's and said subsidiaries' business and
assets relating to its Consumer-class Email Services division ("Business"); and

         WHEREAS,  the parties hereto, in facilitating the sale of the Business,
are interested in effecting the Merger (as defined below) of Merger Sub with and
into Acquisition,  with Acquisition as the surviving corporation in such merger,
all in accordance with the provisions of this Agreement;

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
representations,  warranties,  covenants and agreements  herein  contained,  and
intending to be legally bound hereby, Commtouch,  Acquisition, Parent and Merger
Sub hereby agree as follows:


                                    ARTICLE 1

                                   THE MERGER

         SECTION 1.1. The Merger.  At the Effective  Time (as defined below) and
upon  the  terms  and  subject  to the  conditions  of  this  Agreement  and the
applicable  provisions of the California  Corporations Code ("California  Law"),
Merger Sub shall be merged with and into Acquisition  (the "Merger"),  whereupon
the separate  existence of Merger Sub shall cease, and Acquisition  shall be the
surviving  corporation  (the  "Surviving  Corporation").  Parent,  as  the  sole
shareholder of Merger Sub, and Commtouch, as the sole shareholder of Acquisition
hereby  undertake to approve the Merger and this Agreement by unanimous  written
consent.

         SECTION 1.2.  Effective  Time.  Subject to the terms and  conditions of
this  Agreement,  Acquisition  and Merger Sub shall duly file the  Agreement  of
Merger, together with the required officers' certificates, with the Secretary of
State of the State of California,  at the time of Closing in accordance with the
relevant  provisions  of  California  Law  (the  time of such  filing  with  the
Secretary of State of California being the "Effective Time").


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         SECTION  1.3.  Closing of the  Merger.  The  closing of the Merger (the
"Closing")  will take place at a time and on a date (the  "Closing  Date") to be
specified by the parties,  which shall be no later than January 1, 2002, subject
to  satisfaction of the conditions set forth in Article 5 (other than conditions
that by their  nature are to be  satisfied  at the  Closing,  but subject to the
satisfaction or waiver of those  conditions),  at the offices of Commtouch Inc.,
2029 Stierlin Ct.,  Mountain View, CA 94043,  unless another time, date or place
is agreed to in writing by the parties hereto.

         SECTION 1.4. Effect of the Merger. At the Effective Time, the effect of
the Merger shall be as provided in this  Agreement,  the Agreement of Merger and
the applicable  provisions of California Law. Without limiting the generality of
the foregoing,  and subject  thereto,  at the Effective  Time, all the property,
rights,  privileges,  powers and franchises of Merger Sub and Acquisition  shall
vest in the Surviving Corporation,  and all debts, liabilities and duties of the
Merger Sub and Acquisition  shall become the debts,  liabilities and obligations
of the Surviving Corporation.


         SECTION 1.4. Conversion of Shares.

         (a) At the  Effective  Time,  by virtue of the Merger and  without  any
further action by Parent, Commtouch, Merger Sub, Acquisition, or any shareholder
thereof,  each share of Acquisition,  par value $0.01 per share  (individually a
"Share" and collectively the "Shares"), issued and outstanding immediately prior
to the Effective  Time (except as provided in paragraph (b) of this Section 1.4)
shall,  by  virtue  of  the  Merger  and  without  any  action  on the  part  of
Acquisition,  Merger Sub or the holder  thereof,  be converted into the right to
receive from the  Surviving  Corporation,  U.S.$5,000  per Share in cash without
interest  (the  "Merger  Consideration"),  upon  surrender  of  the  certificate
formerly representing the Share.

         (b)  At  the  Effective  Time,  each  Share  owned  by  Merger  Sub  or
Acquisition  or any  other  direct  or  indirect  subsidiary  of  Merger  Sub or
Acquisition  immediately  prior to the Effective Time shall be canceled,  and no
payment shall be made with respect thereto; and

         (c) At the  Effective  Time,  each share of common  stock of Merger Sub
outstanding  immediately prior to the Effective Time shall be converted into and
become  one share of common  stock of the  Surviving  Corporation  with the same
rights, powers and privileges as the shares so converted.

         SECTION 1.5 Officers and Directors. At the Effective Time, the officers
and  directors of  Acquisition  shall  resign and the officers and  directors of
Merger Sub at the Effective  Time shall be elected or appointed and qualified to
be the officers and directors of the Surviving  Corporation,  from and after the
Effective Time,  until their  successors have been duly elected or appointed and
qualified or until their  earlier  death,  resignation  or removal in accordance
with the Surviving Corporation's articles of association and/or bylaws.



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         SECTION 1.6 Articles of Incorporation;  Bylaws. Unless otherwise agreed
by the parties hereto prior to the Closing,  at the Effective Time, the Articles
of Incorporation and bylaws of Merger Sub as in effect  immediately prior to the
Effective Time shall constitute the Articles of Incorporation  and bylaws of the
Surviving  Corporation  unless and until amended in accordance  with  applicable
law.


                                    ARTICLE 2

           REPRESENTATIONS AND WARRANTIES OF COMMTOUCH AND ACQUISITION

Commtouch  and  Acquisition  hereby  represent and warrant to each of Parent and
Merger Sub that:

         SECTION 2.1. Organization and Qualification.

         (a)  Acquisition  is a  wholly-owned  subsidiary of Commtouch and it is
held  free and  clear of all  Liens (as  defined  herein).  Acquisition  is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of  organization,  and it has all requisite power and authority to
own, lease and operate its assets or properties and to carry on their businesses
as now being  conducted  and is qualified to do business and is in good standing
as a foreign  corporation in each jurisdiction  where the ownership or operation
of  its  assets  or  properties  or  conduct  of  its  business   requires  such
qualification, except in the case where the failure to be in such good standing,
have such power and authority or  qualification is not, when taken together with
such other failures, reasonably likely to have a Material Adverse Effect.

         SECTION 2.2. Capitalization of the Acquisition.

         (a) The  authorized  share capital of the  Acquisition  consists of one
share, par value $0.01,  which was issued and held solely by Commtouch as of the
business day  immediately  preceding the date of this  Agreement.  Except as set
forth above,  there are no  preemptive  or other  outstanding  rights,  options,
warrants,  conversion  rights,  stock  appreciation  rights,  redemption rights,
repurchase rights, agreements, arrangements, calls, commitments or rights of any
kind that obligate  Acquisition  to issue or sell any shares of capital stock or
other securities of Acquisition or any securities or obligations  convertible or
exchangeable  into or exercisable for, or giving any person a right to subscribe
for or acquire, any securities of Acquisition or any of its subsidiaries, and no
securities  or  obligations  evidencing  such rights are  authorized,  issued or
outstanding.  Acquisition does not have any outstanding bonds, debentures, notes
or other obligations the holders of which have the right to vote (or convertible
into  or  exercisable  for  securities  having  the  right  to  vote)  with  the
shareholders of Acquisition on any matter.

         (b) All issued and outstanding Shares and securities of Acquisition are
duly authorized, validly issued, fully paid and non-assessable.


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         (c) Without  limiting the  generality  of the  foregoing,  the Board of
Directors of  Acquisition  has  unanimously  (i) approved this Agreement and the
transactions  contemplated  hereby,  and  (ii)  as of the  date  hereof  has not
withdrawn or modified such approval or resolution to recommend.

         SECTION 2.3. No Violations.

         Neither the  execution,  delivery and  performance of this Agreement by
Commtouch and Acquisition  nor the  consummation by Commtouch and Acquisition of
the transactions contemplated hereby or thereby will (i) conflict with or result
in any breach of any provision of the  respective  articles of  association  and
other  charter  documents  (or similar  governing  documents)  of Commtouch  and
Acquisition, (ii) to the best of Commtouch's and Acquisition's knowledge, result
in a violation or breach of or  constitute  (with or without due notice or lapse
of time or both) a default (or give rise to any right of termination, amendment,
cancellation  or  acceleration  or Lien) under any of the terms,  conditions  or
provisions of any note, bond, mortgage,  indenture,  lease,  license,  contract,
agreement or other instrument or obligation to which Commtouch or Acquisition is
a party or by which any of them or any of their respective  properties or assets
may be bound,  or (iii)  violate  any  order,  writ,  injunction,  decree,  law,
statute,  rule or regulation  applicable to Commtouch or  Acquisition  or any of
their respective properties or assets.

         SECTION 2.4. No Undisclosed Liabilities.

         Acquisition  has no material  indebtedness,  liabilities or obligations
(whether  known or unknown,  absolute,  accrued,  contingent  or  otherwise  and
whether due or to become due)  arising out of or relating to the  businesses  of
Acquisition, except for normal and recurring liabilities that have been incurred
by Acquisition in the ordinary course of business in offering and supporting the
Business,  including  its  obligations  under  an  intercompany  agreement  with
Commtouch  and certain  subsidiaries  thereof  ("Intercompany  Agreement"),  and
liabilities that, in the aggregate, are not reasonably likely to have a Material
Adverse Effect on Acquisition.

         SECTION 2.5. Contracts.

         Attached  hereto as  Exhibit A is a complete  copy of the  Intercompany
Agreement,  including  an  attachment  containing  contracts,   commitments  and
agreements  relating  to the  Business  that have been or shall be  assigned  by
Commtouch and certain of its  subsidiary  companies to  Acquisition  by no later
than the Effective  Time  (hereinafter  "Business  Agreements").  To the best of
Acquisition's knowledge,  there are no liens or other such encumbrances over its
rights in the Business Agreements, there are no conditions, beyond normal market
factors,  that might negatively  affect the renewal or ongoing  viability of the
Business  Agreements  and there are no pending  legal  actions by any party with
respect thereto.  Additionally,  except for such Business Agreements, the rights
and obligations to which Surviving Corporation shall assume within the framework
of this Merger,  Acquisition possesses no other agreements or commitments of any
kind that obligate it to any other liabilities or payments of any kind.



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         SECTION 2.6. ZapZone Network(R).

         Commtouch is the sole owner of all assets,  rights and  obligations  in
and of the  Business  unit known as ZapZone  Network/ZZN  and, by the  Effective
Time,  it will have  transferred  all of such  assets,  rights  and  obligations
thereto to Acquisition  by way of and as more fully defined in the  Intercompany
Agreement.

         SECTION 2.7. Litigation.

         Except as would not  reasonably be expected to have a Material  Adverse
Effect or to materially  delay or interfere with the consummation of the Merger,
there  is  no  civil,  criminal  or  administrative   suits,  claims,   actions,
grievances, arbitrations,  proceedings or investigations pending or, to the best
knowledge  of  Acquisition,   threatened  against  Acquisition  or  any  of  its
respective properties or assets.

         SECTION 2.8. Compliance with Applicable Law.

         Acquisition is in compliance  with the terms of all permits,  licenses,
variances,  exemptions, orders and approvals necessary for the lawful conduct of
the  Business of  Acquisition  (the  "Acquisition  Permits"),  except  where the
failure to hold such Acquisition Permits has not had and would not reasonably be
expected to have a Material Adverse Effect. The business of Acquisition has been
and is being conducted in compliance with all Applicable Laws,  except where the
failure to comply has not had and would not  reasonably  be  expected  to have a
Material Adverse Effect. To the best knowledge of Commtouch and Acquisition,  no
investigation or review by any  Governmental  Entity with respect to Acquisition
is pending or, to the best knowledge of Commtouch and Acquisition, threatened in
writing.

         SECTION 2.9. ZZN Intellectual Property and Software Licenses.

         (a) Definition. For purposes of this Agreement, "Intellectual Property"
means:  (A) the  ZapZone  Network  and ZZN  (together  "ZZN")  related  computer
software,  databases, works of authorship, mask works, technology, trade secrets
and other confidential information,  know-how,  proprietary processes, formulae,
algorithms,  models, user interfaces,  customer lists, inventions,  discoveries,
concepts,   ideas,   techniques,   methods,   source  codes,  object  codes  and
methodologies,  all as relating to ZZN only;  and (B) with respect to all of the
foregoing,  related  confidential  data  or  information  (collectively,  "Trade
Secrets").

         (b) Trade Secrets.  Commtouch and/or  Acquisition have taken reasonable
steps in accordance with normal industry practice to protect its Trade Secrets.

         (c) Ownership; Sufficiency of IP Assets. To Commtouch's best knowledge,
it owns or possesses adequate licenses or other rights to use, free and clear of
Liens, orders and arbitration  awards, all of its Intellectual  Property used in
connection  with ZZN, as  currently  conducted  at the time of the Merger and as
proposed  to  be  conducted  thereafter.  To



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Commtouch's  best knowledge,  the  Intellectual  Property  identified in Section
2.9(a)  above,  plus  relevant   trademarks  and  domain(s)   relating  thereto,
constitute  all  the  Intellectual  Property  rights  used or  necessary  in the
operation of ZZN as it is  currently  conducted at the time of the Merger and as
proposed  to be  conducted  and as to be  assigned  to  Acquisition  within  the
framework of the Intercompany Agreement.

         SECTION 2.10. Disclaimer of Other Representations and Warranties.

         Neither  Commtouch nor  Acquisition  make,  and they have not made, any
representations  or warranties  relating to Acquisition  in connection  with the
transactions contemplated hereby other than those expressly set forth by them in
this Article II. It is also understood  that any cost estimates,  projections or
other  productions,  any data,  any  financial  information  or any memoranda or
presentations   are  not  and  shall   not  be  deemed  to  be  or  to   include
representations or warranties of Commtouch and Acquisition, except to the extent
otherwise  expressly  covered  by the  representations  and  warranties  in this
Article 2. No person has been authorized by Commtouch and/or Acquisition to make
any  representation  or warranty  relating to  Acquisition  or the businesses of
Acquisition or otherwise in connection with the transactions contemplated hereby
except  as set forth in this  Article 2 and,  if made,  such  representation  or
warranty  must not be relied  upon as having been  authorized  by  Commtouch  or
Acquisition.


                                    ARTICLE 3

             REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub hereby  represent and warrant to Commtouch and Acquisition
as follows:

         SECTION 3.1. Organization.

         (a)      Parent and Merger Sub are duly organized, validly existing and
                  in good  standing  under the laws of the State of  California.
                  Each of Parent  and  Merger  Sub has all  requisite  power and
                  authority to own,  lease and operate its assets or  properties
                  and to carry on its  business  as now being  conducted  and is
                  qualified  to do  business  and in good  standing as a foreign
                  corporation  in  each  jurisdiction  where  the  ownership  or
                  operation  of its  assets or  properties  or  conduct of their
                  business requires such qualification, except in the case where
                  the failure to be in such good  standing,  have such power and
                  authority or  qualification  is not, when taken  together with
                  such  other  failures,  reasonably  likely to have a  Material
                  Adverse Effect.

         (b)      (b)  Each  of  Parent  and  Merger  Sub is duly  qualified  or
                  licensed and, where such standard exists,  in good standing to
                  do business in each  jurisdiction in which the property owned,
                  leased  or  operated  by it or  the  nature  of  the  business
                  conducted  by  it  makes  such   qualification   or  licensing
                  necessary,  except in



<PAGE>


                  such  jurisdictions  where the failure to be so duly qualified
                  or  licensed  and in good  standing  would not have a Material
                  Adverse Effect.

         (c)      Merger  Sub is a newly  incorporated  corporation.  Except  in
                  connection  with this  Agreement,  Merger Sub has not and will
                  not prior to the Effective Time conduct any operations,  enter
                  into any  agreements and has no and will not have prior to the
                  Effective  Time or the earlier  termination  of this Agreement
                  any  obligations or  liabilities,  either  accrued,  absolute,
                  contingent or otherwise.

         SECTION 3.2. Capitalization of Merger Sub.

         The  authorized  share capital of Merger Sub consists of  _____________
shares  of  Common  Stock,  par  value  $0.01,  all of  which  were  issued  and
outstanding as of the date hereof.  All of the issued and  outstanding  ordinary
shares of Merger  Sub are  owned by  Parent  and there are no other  outstanding
shares or other voting securities of Merger Sub or rights to acquire the same.

         SECTION 3.3. Authority Relative to this Agreement.

         Each of Parent  and Merger Sub has all  necessary  corporate  power and
authority to execute and deliver this Agreement to perform its obligations under
this  Agreement and to consummate  the  transactions  contemplated  hereby.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby have been duly and validly  authorized by the
boards  of  directors  of  Parent  and  Merger  Sub and by  Parent  as the  sole
shareholder  of Merger Sub, and, no other  corporate  proceedings on the part of
Parent or Merger Sub are necessary to authorize  this Agreement or to consummate
the transactions  contemplated  hereby. This Agreement has been duly and validly
executed  and  delivered  by each of Parent  and  Acquisition  and  constitutes,
assuming the due  authorization,  execution and delivery hereof by Commtouch and
Acquisition,  a valid,  legal and binding agreement of each of Parent and Merger
Sub  enforceable  against each of Parent and Merger Sub in  accordance  with its
terms,  subject  to  any  applicable  bankruptcy,  insolvency,   reorganization,
moratorium  or similar laws now or hereafter  in effect  relating to  creditors'
rights generally or to general principles of equity.

         SECTION 3.4. No Violations.

         Neither the  execution,  delivery and  performance of this Agreement by
Parent  or Merger  Sub nor the  consummation  by  Parent  or  Merger  Sub of the
transactions  contemplated hereby will (a) conflict with or result in any breach
of any provision of the respective  certificates of  incorporation or bylaws (or
similar governing  documents) of Parent or Merger Sub, (b) result in a violation
or breach of or constitute (with or without due notice or lapse of time or both)
a default (or give rise to any right of termination,  amendment, cancellation or
acceleration  or Lien) under any of the terms,  conditions  or provisions of any
note, bond, mortgage,  indenture,  lease, license, contract,  agreement or other
instrument or obligation to which Parent or Merger Sub or



<PAGE>


any of Parent's other  subsidiaries is a party or by which any of them or any of
their  respective  properties  or assets may be bound or (c)  violate any order,
writ, injunction,  decree, law, statute, rule or regulation applicable to Parent
or Merger Sub or any of Parent's other  subsidiaries or any of their  respective
properties or assets.

         SECTION 3.5. No Default.

         Merger Sub is not in breach,  default  or  violation  (and no event has
occurred  that  with  notice  or the lapse of time or both  would  constitute  a
breach,  default or  violation)  of any term,  condition or provision of (a) its
articles of  incorporation  and other charter  documents  (or similar  governing
documents),  or (b) any Applicable Law, except, in each case, where such breach,
default or violation  could not  reasonably  be expected to result in a Material
Adverse Effect.

         SECTION 3.6. Litigation.

         Except as would not  reasonably be expected to have a Company  Material
Adverse Effect or to materially  delay or interfere with the consummation of the
Merger, there is no civil,  criminal or administrative  suits, claims,  actions,
grievances, arbitrations,  proceedings or investigations pending or, to the best
knowledge of Merger Sub,  threatened against Merger Sub or any of its respective
properties or assets.

         SECTION 3.7. Compliance with Applicable Law.

         Merger Sub is in  compliance  with the terms of all permits,  licenses,
variances,  exemptions, orders and approvals necessary for the lawful conduct of
its businesses (the "Permits") except where the failure to hold such Permits has
not had and would not reasonably be expected to have a Material  Adverse Effect.
The business of Merger Sub has been and is being  conducted in  compliance  with
all  Applicable  Laws,  except where the failure to comply has not had and would
not  reasonably  be  expected  to have a Material  Adverse  Effect.  To the best
knowledge  of  Parent  and  Merger  Sub,  no  investigation  or  review  by  any
Governmental  Entity  with  respect  to Merger  Sub is  pending  or, to the best
knowledge of Parent and Merger Sub, threatened in writing.

         SECTION 3.8. No Vote Required.

         No vote of the  holders  of  Parent  Common  Stock  is  required  under
Applicable Law in connection with this Agreement or the Merger

         SECTION 3.9. Investigation by Parent.

         (a) Parent has conducted its own independent investigation,  review and
analysis  of  the  business,   operations,   assets,  liabilities,   results  of
operations, financial condition, technology and prospects of the Business, which
investigation,  review and analysis was done by Parent and, to the extent Parent
deemed appropriate, by Parent's representatives. Parent acknowledges that it and
its  representatives  have  been  provided  adequate  access  to the  personnel,
properties,  premises  and records of the Business as Parent has  requested  for
such purpose.  In entering into



<PAGE>


this  Agreement,  Parent  acknowledges  that  it  has  relied  solely  upon  the
aforementioned  investigation,  review  and  analysis  and  not on  any  factual
representations  or opinions of Commtouch,  Acquisition  or the  representatives
thereof (except the specific  representations and warranties of Commtouch and/or
Acquisition  set forth in  Article II of this  Agreement).  Parent has formed an
independent  judgment  concerning the Business and Acquisition,  and the rights,
obligations, assets and liabilities pertaining thereto.

         (b) Parent  acknowledges  that none of  Commtouch,  Acquisition,  their
respective directors, officers, shareholders, employees, affiliates, controlling
persons,  agents,  advisors or  representatives  makes, or has made, any oral or
written  representation  or  warranty,  either  express  or  implied,  as to the
accuracy  or  completeness  of  any  of  the  information  (including  materials
furnished  in  Commtouch's  or  Acquisition's  data room,  in  presentations  by
Commtouch's  or  Acquisition's  management,   in  any  estimates,   projections,
forecasts,  operating plans or budgets concerning financial or other information
relating to the Business or Acquisition delivered or made available to Parent or
otherwise  obtained by Parent)  provided or made  available to the Parent or its
directors,  officers,  employees,  affiliates,  controlling  persons,  agents or
representatives.

         (c) Parent agrees, to the fullest extent permitted by law, that neither
Commtouch nor  Acquisition,  nor any of their  respective  directors,  officers,
employees,  shareholders,  affiliates,  controlling persons, agents, advisors or
representatives shall have any liability or responsibility whatsoever to Parent,
Merger Sub, the Surviving Corporation or their directors,  officers,  employees,
affiliates,   controlling  persons,  agents  or  representatives  on  any  basis
(including  in  contract  or tort,  under  federal or state  securities  laws or
otherwise) based upon any information provided or made available,  or statements
made  (including in any  memorandum  relating to Commtouch,  Acquisition  or the
Business  provided to the Parent,  in  materials  furnished  in  Commtouch's  or
Acquisition's  data room,  in  presentations  by  Commtouch's  or  Acquisition's
management  or  otherwise)  to Parent  or its  directors,  officers,  employees,
affiliates,  controlling  persons,  advisors,  agents or representatives (or any
omission  therefrom),  including  in respect  of  specific  representations  and
warranties,  other than any specific representations and warranties set forth in
Article II of this Agreement.

         SECTION 3.10. Sufficiency of Skill and Knowledge.

         Merger Sub understands  the type,  quality and scope of the Business as
provided by Commtouch to its customers  prior to the Effective  Time, and Merger
Sub has or will have at the  Effective  Time the  facilities,  means,  manpower,
finances and other resources to run the Business for at least one year.


                                    ARTICLE 4

                                    COVENANTS

         SECTION 4.1. Conducting of Business.



<PAGE>


         (a)      Except as contemplated  by this  Agreement,  during the period
                  from the date  hereof  to the  Effective  Time or the  earlier
                  termination of this Agreement,  Commtouch  and/or  Acquisition
                  will use all  reasonable  efforts to ensure that they  conduct
                  the   Business   in  the   ordinary   course  of  business  in
                  substantially   the  same  manner  as   heretofore   conducted
                  consistent  with past practice  and, to the extent  consistent
                  therewith,  they shall seek to preserve  intact the service of
                  key employees and preserve their relationships with customers,
                  with the  intention  that its goodwill and ongoing  Businesses
                  shall be unimpaired at the Effective Time.

         (b)      During the period as from the Effective Time,  Merger Sub will
                  use all  reasonable  efforts to ensure  that it  conducts  the
                  Business in the ordinary  course of business in a manner so as
                  to  preserve  its  relationship   with  customers,   with  the
                  intention that the Business'  goodwill and revenue  generating
                  capability  shall be  unimpaired  after  the  Effective  Time.
                  Further,   Merger   Sub  agrees  to   continue   to  meet  the
                  requirements  of the Service Level  Agreement set forth in the
                  Business Agreements.

         (c)      Merger Sub  undertakes  to continue to run the Business for at
                  least twelve (12) months as from the Effective Time.

         SECTION 4.2. Board and Israeli Approvals.

         Commtouch,  to the extent  necessary,  shall use reasonable  efforts to
obtain, as promptly as practicable after the date of this Agreement set forth in
the opening paragraph above, the following consents, and any other consents that
may be required in connection with the Merger: (i) approval of the Office of the
Chief Scientist of Israel; and (ii) approval of the Investment Center of Israel.

         SECTION 4.3. Confidentiality.

         Each of the parties  hereto will hold,  and will cause its  consultants
and advisers to hold, in confidence all documents and  information  furnished to
it by or on behalf of another  party to this  Agreement in  connection  with the
transactions  contemplated  by this  Agreement  pursuant  to the  terms  of that
certain Confidentiality  Agreement entered into between the Commtouch and Parent
dated August 24, 2001 and as amended on October 18, 2001.

         SECTION 4.4. Certain Filings; Reasonable Efforts.

         (a)      Subject to the terms and conditions herein provided, including
                  Section  4.4(b),  each of the  parties  hereto  agrees  to use
                  commercially  reasonable  efforts to take or cause to be taken
                  all action and to do or cause to be done all things reasonably
                  necessary,   proper  or  advisable  under  Applicable  Law  to
                  consummate and make effective the transactions contemplated by
                  this  Agreement,   including  using  commercially   reasonable
                  efforts to (execute any  additional  instruments  necessary to
                  consummate the transactions contemplated hereby.

         (b)      (b) Parent and Commtouch  will consult and cooperate  with one
                  another,  and consider in good faith the views of one another,
                  in connection with any analyses,



<PAGE>


                  appearances,  presentations, letters, white papers, memoranda,
                  briefs, arguments,  opinions or proposals made or submitted by
                  or  on  behalf  of  any  party  hereto  in   connection   with
                  proceedings  under or relating  to any  foreign,  federal,  or
                  state  antitrust,  competition,  or fair  trade  law.  In this
                  regard  but  without  limitation,   each  party  hereto  shall
                  promptly  inform  the  other  of  any  material  communication
                  between  such  party and the  Federal  Trade  Commission,  the
                  Antitrust Division of the United States Department of Justice,
                  or  any  other   federal,   foreign  or  state   antitrust  or
                  competition  Governmental  Entity  regarding the  transactions
                  contemplated herein.

         SECTION  4.5.  Public  Announcements.   None  of  Parent,  Merger  Sub,
Commtouch or  Acquisition  shall issue any press  release or otherwise  make any
public  statements  with  respect  to  the  transactions  contemplated  by  this
Agreement, including the Merger without the prior consent of Parent (in the case
of Commtouch or Acquisition) or Commtouch (in the case of Parent or Merger Sub),
which  consent may not be  unreasonably  withheld,  except as may be required by
Applicable Law, or by the rules and regulations of, or pursuant to any agreement
with, the NASD, the Security Exchange Automated Quotation System ("SEAQ") or the
Nasdaq  National  Market,  in which case the party proposing to issue such press
release or make such public  statement or  disclosure  shall use its  reasonable
best efforts to consult with the other party before  issuing such press  release
or making such public statement or disclosure.  The first public announcement of
this  Agreement  and the Merger  shall be a joint press  release  agreed upon by
Parent and Commtouch.

         SECTION 4.6. Additional Events.

         (a)  During the  period  prior to the  Effective  Time,  Commtouch  and
Acquisition,  on the one hand,  and Parent and Merger  Sub,  on the other  hand,
shall promptly notify the other parties in writing of:

                  (i) the discovery by any of them of any event, condition, fact
         or  circumstance  that  occurred  or existed on or prior to the date of
         this  Agreement  and  that  caused  or  constitutes  a  breach  of  any
         representation or warranty made by them in this Agreement;

                  (ii) any breach of any covenant or  obligation of any of them;
         or

                  (iii)  the  discovery  of  any  event,   condition,   fact  or
         circumstance  that  would  reasonably  be  likely  to make  the  timely
         satisfaction of any of the conditions set forth in Article 5 impossible
         or unlikely.

         (b)  In  the  event  that  the  Surviving  Corporation  or  any  of its
successors or assigns (i) consolidates  with or merges into any other person and
shall  not  be the  continuing  or  surviving  corporation  or  entity  of  such
consolidation or merger or (ii) transfers or conveys all or substantially all of
its  properties  and assets to any  person,  then,  and in each such case to the
extent  necessary  to  effectuate  the  purpose  of  this  Agreement,  Surviving
Corporation  and Parent  shall  cause to be made  proper  provision  so that the
successors  and  assigns  of the  Surviving  Corporation  shall  succeed  to the
obligations set forth in this Agreement.

         SECTION 4.7. Assignment of Business Agreements and ZZN.



<PAGE>


         Prior  to or at  the  Effective  Time,  Commtouch  and  certain  of its
subsidiary  companies shall assign the Business Agreements and all of its rights
and  obligations  thereto,  and  Commtouch  shall  assign  all of its rights and
interests  in ZZN,  including  licenses to software and User  Accounts  relating
thereto,  to  Acquisition  within the framework of the  Intercompany  Agreement.
Further,  at or  prior to the  Effective  Time,  Commtouch  and  certain  of its
subsidiary  companies shall deliver to Acquisition,  by way of the  Intercompany
Agreement,  all  available  (i) copies of other  Consumer-class  Email  Services
agreements  that  have  terminated  since  June  30,  2001  and any  other  such
terminated  agreements that may be easily  accessible (ii) customer support logs
relating  to the  Business  Agreements,  (iii)  correspondence  relating  to the
Business  Agreements  and  (iv)  copies  of  available  promotional  literature,
offerings,  price lists,  etc.  that may be  reasonably  useful to the Surviving
Corporation  in the  operation of the Business.  For purposes of  clarification,
those email  services  agreements  relating  to  Consumer-class  Email  Services
provided  directly to enterprises or through channel partners by Commtouch or in
Japan  through  Commtouch KK shall not be included  within the  framework of the
Intercompany Agreement.

         SECTION 4.8. Customer Relations.

         Prior to or at the Effective Time:

         (i)      the parties  shall  cooperate in  developing a joint  customer
                  notification  of the  assignment of Business  Agreements to be
                  sent to each transferred customer of the Business;

         (ii)     at  Parent's  or  Merger  Sub's  request,   Acquisition   will
                  introduce  a  Parent  or  Merger  Sub  representative  to each
                  transferred customer;

         (iii)    Acquisition  will allow Merger Sub or Parent to participate in
                  any  negotiation  with any  transferred  customer prior to the
                  Effective Time; and

         (iv)     Acquisition  will promptly  advise Merger Sub or Parent of any
                  customer issues that may affect the ongoing  relationship with
                  such customer.

         SECTION 4.9. Collection of Service Fees.

         As and from the  Closing,  Merger  Sub  undertakes  to make  reasonable
efforts to collect outstanding amounts under the Business Agreements in a timely
fashion.

         SECTION 4.10 Indemnification

         (a) Commtouch will indemnify and hold harmless the Parent and Surviving
Corporation and their officers, directors and shareholders, from and against any
claims,  actions,  damage,  expense,  liability,  loss or deficiency,  including
without  limitation,  reasonable  attorneys'  fees and other costs and  expenses
incident to any suit,  action,  claim or proceeding  arising out of or resulting
from the operation of the Business prior to Closing.



<PAGE>


         (b)  Surviving  Corporation  and Parent,  jointly and  severally,  will
indemnify  and  hold  harmless  Commtouch  and  it's  officers,   directors  and
shareholders,  from and against any claims, actions, damage, expense, liability,
loss or deficiency, including without limitation, reasonable attorneys' fees and
other costs and  expenses  incident  to any suit,  action,  claim or  proceeding
arising out of or resulting from the operation of the Business after Closing.


                                    ARTICLE 5

                    CONDITIONS TO CONSUMMATION OF THE MERGER

         SECTION  5.1.  Conditions  to Each  Party's  Obligations  to Effect the
Merger. The respective obligations of each party hereto to effect the Merger are
subject to the satisfaction  or, if permitted by Applicable Law,  waiver,  at or
prior to the Effective Time of the following conditions:

         (a) no statute, rule, regulation,  executive order or other such order,
shall have been enacted,  entered,  promulgated or enforced and remain in effect
by any United States  federal or state or foreign court or United States federal
or state or foreign  Governmental entity that prohibits,  restrains,  enjoins or
restricts the consummation of the Merger; and

         (b) any  governmental  or regulatory  notices,  consents,  approvals or
other requirements necessary to consummate the transactions  contemplated hereby
shall have been given, obtained or complied with, as applicable.

         SECTION  5.2.   Conditions   to  the   Obligations   of  Commtouch  and
Acquisition. The obligation of Commtouch and Acquisition to effect the Merger is
subject to the satisfaction  or, if permitted by Applicable Law,  waiver,  at or
prior to the Effective Time of the following conditions:

         (a) the  representations  and  warranties  of  Parent  and  Merger  Sub
contained in this Agreement shall be true and correct at and as of the Effective
Time with the same effect as if made at and as of the Effective  Time (except to
the extent such representations specifically relate to an earlier date, in which
case such  representations  shall be true and correct as of such  earlier  date)
except  where  failure  to be  so  true  and  correct,  without  regard  to  any
materiality  qualifications contained therein,  individually or in the aggregate
does not constitute a Material Adverse Effect,  and, at the Closing,  Parent and
Merger Sub shall have  delivered  to  Commtouch a  certificate  to that  effect,
executed by two (2) executive officers or directors of Parent and Merger Sub;

         (b) each of the covenants and  obligations  of Parent and Merger Sub to
be  performed  at or before the  Effective  Time  pursuant  to the terms of this
Agreement  shall have been duly performed in all material  respects at or before
the  Effective  Time and,  at the  Closing,  Parent  and  Merger  Sub shall have
delivered  to  Commtouch  a  certificate  to that  effect,  executed  by two (2)
executive  officers or directors of Parent and Merger Sub;  and(c)  Parent shall
have  performed


<PAGE>


all of its payment  obligations  under that certain  Sale and License  Agreement
Dated November __, 2001.

         SECTION 5.3.  Conditions to the  Obligations  of Parent and Merger Sub.
The  respective  obligations  of Parent  and Merger Sub to effect the Merger are
subject to the  satisfaction  at or prior to the Effective Time of the following
conditions:

         (a) the  representations  and  warranties of Commtouch and  Acquisition
contained in this Agreement shall be true and correct at and as of the Effective
Time with the same effect as if made at and as of the Effective  Time (except to
the extent such representations specifically relate to an earlier date, in which
case such representations  shall be true and correct as of such earlier date and
except  where the failure to be so true and  correct,  without  regarding to any
materiality  qualification  contained therein,  individually or in the aggregate
does not  constitute  a  Material  Adverse  Effect)  and,  at the  Closing,  the
Commtouch  and  Acquisition  shall  have  delivered  to Parent  and Merger Sub a
certificate to that effect,  executed by two (2) executive officers or directors
of Commtouch and Acquisition;

         (b) each of the covenants and  obligations of Commtouch and Acquisition
to be performed at or before the  Effective  Time  pursuant to the terms of this
Agreement  shall have been duly performed in all material  respects at or before
the Effective Time and, at the Closing, the Commtouch and Acquisition shall have
delivered to Parent and Merger Sub a certificate to that effect, executed by two
(2) executive officers or directors of Commtouch and Acquisition; and

         (c) to the extent required, the parties shall have obtained approval of
the Merger or any aspect thereof from the OCS and/or the Investment Center.


                                    ARTICLE 6

                         TERMINATION; AMENDMENT; WAIVER

         SECTION 6.1.  Termination.  This  Agreement may be  terminated  and the
Merger may be abandoned at any time prior to the Effective Time:

         (a) by mutual written consent of Parent,  Merger Sub, Commtouch and the
Acquisition;

         (b) by Parent and Merger Sub or Commtouch  and  Acquisition  if (i) any
court  of  competent   jurisdiction   or  other  federal  or  state  or  foreign
Governmental  Entity shall have issued a final order, decree or ruling, or taken
any other final  action,  restraining,  enjoining or otherwise  prohibiting  the
Merger and such order,  decree,  ruling or other  action is or shall have become
nonappealable  or (ii) the  Merger has not been  consummated  by January 1, 2002
(the "Final Date"); provided that no party may terminate this Agreement pursuant
to this clause (ii) if such  party's  failure to fulfill any of its  obligations
under this Agreement shall have been a principal  reason that the Effective Time
shall not have occurred on or before said date;

         (c) by Commtouch and  Acquisition if (i) there shall have been a breach
of any  representations  or  warranties  on the part of Parent or Merger Sub set
forth in this  Agreement or if



<PAGE>


any  representations  or  warranties  of Parent or Merger Sub shall have  become
untrue such that the  conditions  set forth in Section 5.2(a) would be incapable
of being  satisfied by the Final Date,  provided that Commtouch and  Acquisition
have not willfully  breached any of their obligations  hereunder in any material
respect and provided  further,  however,  that Commtouch has provided  Parent or
Merger Sub with notice of such breach and such breach  shall not have been cured
within ten (10)  business  days of such  notice;  (ii)  there  shall have been a
breach  by  Parent  or  Merger  Sub of  any of  their  respective  covenants  or
agreements hereunder materially adversely affecting (or materially delaying) the
ability of Parent,  Merger Sub,  Commtouch  or  Acquisition  to  consummate  the
Merger,  and Parent or Merger Sub, as the case may be, has not cured such breach
within ten (10) business days after notice by Commtouch  thereof,  provided that
Commtouch and Acquisition have not willfully  breached any of their  obligations
hereunder  in any  material  respect;  (iii) the Board has convened a meeting to
vote upon the Merger in accordance  with this Agreement and shall have failed to
obtain the  requisite  majority  at such  meeting  (including  any  adjournments
thereof); or

         (d) by Parent and  Merger Sub if (i) there  shall have been a breach of
any  representations  or warranties on the part of Commtouch and Acquisition set
forth in this Agreement or if any representations or warranties of Commtouch and
Acquisition  shall have  become  untrue  such that the  conditions  set forth in
Section 5.3(a) would be incapable of being satisfied by the Final Date, provided
that  neither  Parent  nor  Merger  Sub  has  willfully  breached  any of  their
respective  obligations  hereunder in any material respect and provided further,
however,  that Parent and Merger Sub have provided Commtouch with notice of such
breach and such breach shall not have been cured within ten (10)  business  days
of such notice; (ii) there shall have been a breach by Commtouch and Acquisition
of one or more of their  covenants  or  agreements  hereunder  having a Material
Adverse Effect or materially  adversely  affecting (or materially  delaying) the
ability of Parent,  Merger Sub,  Commtouch  or  Acquisition  to  consummate  the
Merger, and Commtouch and Acquisition have not cured such breach within ten (10)
business  days  after  notice by Parent or Merger  Sub  thereof,  provided  that
neither  Parent nor Merger Sub has  willfully  breached any of their  respective
obligations hereunder in any material respect.

         SECTION 6.2. Effect of Termination. In the event of the termination and
abandonment  of this  Agreement  pursuant to Section 6.1, this  Agreement  shall
forthwith  become void and have no effect  without any  liability on the part of
any party hereto or its affiliates,  directors,  officers or shareholders  other
than the provisions of this Section 6.2.  Nothing  contained in this Section 6.2
shall relieve any party from liability for any breach of this Agreement prior to
such termination.

         SECTION 6.3. Fees and Expenses.

          Each  party  shall  bear its own  expenses  in  connection  with  this
Agreement and the transactions contemplated hereby.

         SECTION 6.4 Amendment.

         This  Agreement may be amended only by an instrument in writing  signed
on behalf of the parties hereto.



<PAGE>


         SECTION  6.5.  Extension;  Waiver.  At any time prior to the  Effective
Time,  each party hereto may (i) extend the time for the  performance  of any of
the obligations or other acts of the other party, (ii) waive any inaccuracies in
the representations and warranties of the other party contained herein or in any
document  certificate  or  writing  delivered  pursuant  hereto  or (iii)  waive
compliance by the other party with any of the agreements or conditions contained
herein.  Any agreement on the part of any party hereto to any such  extension or
waiver shall be valid only if set forth in an instrument,  in writing, signed on
behalf of such  party.  The  failure  of any party  hereto to assert  any of its
rights hereunder shall not constitute a waiver of such rights.


                                    ARTICLE 7

                                  MISCELLANEOUS

         SECTION 7.1.    Nonsurvival  of  Representations  and  Warranties.  The
representations  and  warranties  made  herein  shall  not  survive  beyond  the
Effective  Time or a termination of this  Agreement,  except that the agreements
set forth in Article 1.6,  Article 4.1(b) and (c),  Article 4.10, this Article 7
and any other provision that, by its very nature and a reasonable interpretation
thereof, is intended to survive, shall survive the Effective Time.

         SECTION  7.2.    Entire  Agreement;   Assignment.  This  Agreement  (a)
constitutes the entire agreement  between the parties hereto with respect to the
Merger  and  supersedes  all other  prior  and  contemporaneous  agreements  and
understandings  both  written and oral  between the parties  with respect to the
Merger, except for the Confidentiality  Agreement,  which shall continue in full
force and effect,  and shall survive any  termination  of this  Agreement or the
Closing, in accordance with its terms and (b) shall not be assigned by operation
of law or otherwise.

         SECTION 7.3.    Validity.  If any  provision  of this  Agreement or the
application   thereof  to  any  person  or   circumstance  is  held  invalid  or
unenforceable,  the  remainder of this  Agreement  and the  application  of such
provision to other persons or circumstances shall not be affected thereby and to
such end the provisions of this Agreement are agreed to be severable.

         SECTION 7.4   Notices. All notices and other communications pursuant to
this  Agreement  shall be in  writing  and  shall be deemed  given if  delivered
personally,  telecopied,  sent by  nationally-recognized  overnight  courier  or
mailed by  registered  or certified  mail (return  receipt  requested),  postage
prepaid,  to the  parties  at the  addresses  set forth  below or to such  other
address  as the party to whom  notice is to be given may have  furnished  to the
other  parties  hereto in writing in  accordance  herewith.  Any such  notice or
communication  shall be deemed to have been  delivered  and  received (A) in the
case of  personal  delivery,  on the date of such  delivery,  (B) in the case of
telecopier,  on the date sent if  confirmation  of receipt is received  and such
notice is also promptly  mailed by registered or certified mail (return  receipt
requested),  (C) in the case of a  nationally-recognized  overnight  courier  in
circumstances under which such courier guarantees next business day delivery, on
the next  business  day after the date when sent and (D) in the case of mailing,
on the third business day following  that on which the piece of mail  containing
such communication is posted:

         if to Parent or Merger Sub:


<PAGE>


         C/o CP Software Group
         715 Sutter Street
         Folsom, California 95630
         ______________________
         Telecopier: (916) 985-3557
         Attention: Corporate Counsel


         if to Commtouch or Acquisition to:


         c/o Commtouch Inc.
         2029 Stierlin Court
         Mountain View, California 94043
         Telecopier: (___) ___-____
         Attention: Chief Executive Officer

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously furnished to the others in writing in the manner set forth above.

         SECTION 7.5. Governing Law and Venue; Waiver of Jury Trial.

         (a) THIS  AGREEMENT  SHALL BE DEEMED TO BE MADE IN AND IN ALL  RESPECTS
SHALL BE  INTERPRETED,  CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW
OF THE STATE OF  CALIFORNIA  WITHOUT  REGARD TO THE  CONFLICT OF LAW  PRINCIPLES
THEREOF  PROVIDED,  HOWEVER,  THAT ANY MATTER  INVOLVING THE INTERNAL  CORPORATE
AFFAIRS OF  COMMTOUCH  OR PARENT  SHALL BE  GOVERNED  BY THE  PROVISIONS  OF THE
JURISDICTIONS OF ITS INCORPORATION. The parties hereby irrevocably submit to the
jurisdiction  of the courts of the State of California and the Federal courts of
the  United  States of  America  located  in the State of  California  solely in
respect  of the  interpretation  and  enforcement  of  the  provisions  of  this
Agreement and of the documents referred to in this Agreement,  and in respect of
the transactions contemplated hereby, and hereby waive, and agree not to assert,
as a  defense  in any  action,  suit or  proceeding  for the  interpretation  or
enforcement  hereof or of any such document,  that it is not subject  thereto or
that such action,  suit or proceeding may not be brought or is not  maintainable
in said  courts or that the venue  thereof may not be  appropriate  or that this
Agreement or any such document may not be enforced in or by such courts, and the
parties hereto  irrevocably agree that all claims with respect to such action or
proceeding  shall be heard and determined in such a California  State or Federal
court. The parties hereby consent to and grant any such court  jurisdiction over
the person of such parties and over the subject matter of such dispute and agree
that  mailing of process or other papers in  connection  with any such action or
proceeding in the manner  provided in Section 7.4 or in such other manner as may
be permitted by Applicable Law, shall be valid and sufficient service thereof.



<PAGE>


         (b) The parties agree that irreparable  damage would occur and that the
parties  would not have any adequate  remedy at law in the event that any of the
provisions  of this  Agreement  were not  performed  in  accordance  with  their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this  Agreement  and to enforce  specifically  the terms and  provisions of this
Agreement  in any  Federal  court  located  in the  State  of  California  or in
California state court, this being in addition to any other remedy to which they
are entitled at law or in equity.

         (c) EACH PARTY  ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY  WHICH MAY
ARISE  UNDER THIS  AGREEMENT  IS LIKELY TO  INVOLVE  COMPLICATED  AND  DIFFICULT
ISSUES,  AND THEREFORE EACH SUCH PARTY HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY
WAIVES  ANY  RIGHT  SUCH  PARTY  MAY HAVE TO A TRIAL BY JURY IN  RESPECT  OF ANY
LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE  TRANSACTIONS  CONTEMPLATED BY THIS  AGREEMENT.  EACH PARTY CERTIFIES AND
ACKNOWLEDGES  THAT (i) NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,  (iii) EACH SUCH
PARTY MAKES THIS WAIVER  VOLUNTARILY,  AND (iv) EACH SUCH PARTY HAS BEEN INDUCED
TO  ENTER  INTO  THIS  AGREEMENT  BY,  AMONG  OTHER  THINGS,   THE  WAIVERS  AND
CERTIFICATIONS IN THIS SECTION 7.5.

         SECTION 7.6. Descriptive Headings.  The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

         SECTION 7.7.    Parties in Interest.  This  Agreement  shall be binding
upon and inure solely to the benefit of each party hereto and its successors and
permitted  assigns and,  except as expressly  provided  herein,  nothing in this
Agreement  is  intended  to or shall  confer  upon any other  person any rights,
benefits  or  remedies  of any  nature  whatsoever  under or by  reason  of this
Agreement.

         SECTION 7.8.  Certain  Definitions.  For the purposes of this Agreement
the term:

         (a)  "Applicable Law"  means, with  respect to any person, any domestic
or foreign, federal, state or local statute, law, ordinance,  rule,  regulation,
order,  writ,  injunction,   judgment,   decree  or  other  requirement  of  any
Governmental  Entity  existing as of the date hereof or as of the Effective Time
applicable to such Person or any of its respective properties, assets, officers,
directors, employees, consultants or agents.

         (b)  "business  day" means any day other than a day on which the Nasdaq
National Market is closed;

         (c)  "Material  Adverse  Effect" means any  circumstance,  change in or
effect on the one of the parties that is or is  reasonably  likely in the future
to be a material  adverse effect on the


<PAGE>


financial  condition  and  business of one of the  parties and its  subsidiaries
taken as a whole, but shall exclude any circumstances,  change in or effect on a
party  arising  out of or relating to (i)  industry  generally,  (ii) the United
States  economy  generally,  (iii)  the  termination  of  any  of  the  Business
Agreements and (iv) announcement of the existence and terms of the Agreement;

         (d) "capital stock" means common stock,  preferred  stock,  partnership
interests,  limited  liability  company  interests or other ownership  interests
entitling  the holder  thereof to vote with  respect  to matters  involving  the
issuer thereof;

         (e)  "Consumer-class  Email  Services"  means the  service  provided to
individual  consumers directly and to companies that serve individual  consumers
without such individual consumers paying a fee for the email services;

         (f) "include" or "including"  means  "include,  without  limitation" or
"including,  without limitation," as the case may be, and the language following
"include" or "including" shall not be deemed to set forth an exhaustive list;

         (g) "Lien" means,  with respect to any asset  (including any security),
any mortgage,  lien, pledge,  charge, claim, security interest or encumbrance of
any kind in respect of such asset; provided, however, that the term "Lien" shall
not include (i)  statutory  liens for Taxes (as defined  below) that are not yet
due and payable, (ii) statutory liens for Taxes that are being contested in good
faith by appropriate  proceedings  (iii) statutory or common law liens to secure
obligations to landlords,  lessors or renters under leases or rental  agreements
confined to the premises  rented,  (iv)  deposits or pledges made in  connection
with, or to secure payment of, workers'  compensation,  unemployment  insurance,
old age pension or other social  security  programs  mandated  under  Applicable
Laws,  (v)  statutory  or common law liens in favor of  carriers,  warehousemen,
mechanics and material  men, to secure  claims for labor,  materials or supplies
and other like liens,  (vi) minor liens that have arisen in the ordinary  course
of business and that do not (in any case or in the aggregate) materially detract
from the value of the assets subject thereto or materially  impair the operation
of Commtouch or any of its  subsidiaries;  (vi) purchase money liens incurred in
the ordinary  course of business and liens  securing  debt which is reflected on
the Company  Balance  Sheet;  and (vii)  restrictions  on transfer of securities
imposed by applicable  state and federal  (United States or foreign)  securities
laws  or the  governing  documents  of  Commtouch,  Acquisition  or  Parent,  as
applicable;

         (h) "person" means any individual,  corporation,  partnership,  limited
liability  company,  association,  trust,  unincorporated  organization or other
legal entity including any Governmental Entity;

         (i) "subsidiary" or "subsidiaries" of Commtouch,  Parent, the Surviving
Corporation  or any other  person  means any  entity,  whether  incorporated  or
unincorporated,  of which at least a majority  of the  securities  or  ownership
interests having by their terms ordinary voting power to elect a majority of the
board of directors or other persons  performing similar functions is directly or
indirectly owned or controlled by such party or by one or more of its respective
Subsidiaries   or  by  such  party  and  any  one  or  more  of  its  respective
Subsidiaries.



<PAGE>


         SECTION 7.9.   Personal  Liability.  This Agreement shall not create or
be deemed to create or permit any personal  liability or  obligation on the part
of any direct or  indirect  shareholder  of  Commtouch,  Acquisition,  Parent or
Merger Sub or any officer, director, employee, agent, representative or investor
of any party hereto.

         SECTION 7.10.  Taxes.  To  the extent that any franchise,  sales,  use,
personal property,  excise,  value added or other such taxes, except taxes based
on income,  are  imposed in the United  States as a result of the Closing of the
Merger or in relation to the  Business  thereafter,  such taxes shall be paid by
Parent or Merger Sub.  Commtouch and/or Acquisition shall be responsible for all
taxes imposed on the Business prior to the Closing.

         SECTION 7. 11. Parent  Guarantee.  To the extent not  otherwise  stated
herein,  Parent  guarantees all of the obligations and liabilities of Merger Sub
under  this  Agreement  and,  should  Merger  Sub  be in  breach  of  any of its
obligations  hereunder,  upon  Commtouch's  first  written  demand,  CPSGV shall
perform or satisfy any such obligations and liabilities as contemplated  herein,
including  those arising from the assumption of all  obligations and liabilities
of Merger  Sub under  the  Intercompany  Agreement.  The  obligation  to make an
initial  demand upon and/or  proceed in any manner  against Merger Sub is hereby
waived.

         SECTION 7.12.  Board  Approval.  This Agreement is subject to the prior
approval of the Board of Directors of Commtouch.

         SECTION 7.13.  Counterparts.  This  Agreement may be executed in one or
more  counterparts,  each of which shall be deemed to be an original  but all of
which shall constitute one and the same agreement.

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed on its behalf as of the day and year first above written.


                                      CP SOFTWARE GROUP, INC.

                                      By:___________________________________
                                         Name:
                                         Title:
                                         Date:



                                      COMMTOUCH SOFTWARE LTD.

                                      By:___________________________________
                                         Name:
                                         Title:
                                         Date:



                                         _________________ INC.



<PAGE>


                                      CPSGNEWCO, INC.



                                      By:___________________________________
                                         Name:
                                         Title:
                                         Date:



                                      MAILCENTRO, INC.



                                      By:___________________________________
                                         Name:
                                         Title:
                                         Date:




<PAGE>


                                    Exhibit A

                             INTERCOMPANY AGREEMENT

THIS INTERCOMPANY  AGREEMENT (this  "Agreement")  dated as of November ___, 2001
("Effective  Date"),  is by  and  among  COMMTOUCH  SOFTWARE  LTD.,  an  Israeli
corporation  ("CTLTD"),  and COMMTOUCH INC., a California corporation ("CTINC"),
COMMTOUCH LATIN AMERICA INC., a Delaware  corporation  ("CTLA"),  COMMTOUCH (UK)
LTD.,  an English  corporation  ("CTUK"),  and  MailCentro,  Inc.,  a California
corporation ("Consumer Corp").

         WHEREAS, CTLTD, CTINC, CTLA and CTUK (hereinafter jointly and severally
"Commtouch  Group")  are  interested  in  assigning  all  of  their  rights  and
obligations to substantially all of its consumer-class  email service agreements
to Consumer Corp; and

         WHEREAS, Consumer Corp is interested in receiving the assignment of the
stated  agreements from the Commtouch Group in consideration of the undertakings
of Consumer Corp as more fully described below;

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
representations,  warranties,  covenants and agreements  herein  contained,  and
intending to be legally bound hereby, CTLTD, CTINC, CTLA, CTUK and Consumer Corp
hereby agree as follows:

1. EXHIBITS AND DEFINITIONS

The  following  exhibit is attached  hereto and  constitutes  an  integral  part
hereof:

1.1      Exhibit A - List of Agreements


<PAGE>


For purposes of this Agreement:

         o        "consumer-class  email services" means the service provided to
                  individual  consumers  directly  and to  companies  that serve
                  individual consumers.

         o        "affiliated  company" means any  corporation or other business
                  entity controlled by, controlling or under common control with
                  Consumer Corp. For this purpose "control" shall mean direct or
                  indirect  beneficial  ownership of fifty percent (50%) or more
                  of the voting or income  interest  in  Consumer  Corp or other
                  business entity.

         o        "professional services" means staff provided services that are
                  separately   billed  to  a   customer   for   support  of  the
                  consumer-class email services including consultation,  set-up,
                  migration, modification and customization.

2.  ASSIGNMENT OF AGREEMENTS

2.1      The Commtouch  Group hereby assigns and transfers to Consumer Corp, and
         Consumer Corp agrees to assume, all of the Commtouch Group's rights and
         obligations under the email service  agreements  described in Exhibit A
         ("Business Agreement(s)").  The Commtouch Group represents and declares
         that, to the best of its knowledge,  the Business Agreements  represent
         all of the consumer-class  email services  agreements that it possesses
         as  of  the  Effective  Date  hereof,   apart  from  select  agreements
         previously identified to Consumer Corp.

2.2      The  assignment  shall  be  effective  as of the  Effective  Date.  The
         preceding  notwithstanding,  the  Commtouch  Group  shall  continue  to
         provide the services  under said  agreements  until  December 31, 2001,
         23:59 pm Greenwich Mean Time ("Service  Termination Date"), at no extra
         charge. Upon the Service Termination Date, Consumer Corp, including any
         successor(s)  thereto,  shall be solely  responsible  for providing and
         maintaining the service, as required under each individual agreement of
         Exhibit A.

2.3      Consumer Corp agrees to make best efforts in providing and  maintaining
         the service to the customers under each such email service agreement at
         the  levels  required  by  the  applicable  service  level  commitments
         included in each agreement.

3.  ROYALTY PAYMENTS

3.1      As from the Effective Date until the Service Termination Date, Consumer
         Corp shall pay to CTLTD,  on behalf of the Commtouch  Group,  royalties
         equal to 100% of the cash revenues of any kind earned  and/or  received
         by Consumer Corp during said period.

3.2      As from the Service Termination Date, Consumer Corp shall pay to CTLTD,
         on behalf of the Commtouch Group, a royalty as follows:

<PAGE>



<TABLE>
-------------------------------------------------------------------------------------------------------------
QUARTERLY PERIOD                                        ROYALTY PERCENTAGE (a)
------------------------------------------------------- -----------------------------------------------------
<S>                                                     <C>
January through March 2002                              70% of cash revenues described below
------------------------------------------------------- -----------------------------------------------------
April through June 2002                                 50% of cash revenues described below
------------------------------------------------------- -----------------------------------------------------
July through September 2002                             50% of cash revenues described below
------------------------------------------------------- -----------------------------------------------------
October through December 2002                           25% of cash revenues described below
------------------------------------------------------- -----------------------------------------------------
</TABLE>


         (a)      Consumer  Corp shall retain for its own use the first $200K of
                  royalty,  which would be otherwise payable to CTLTD,  provided
                  however that Consumer Corp shall retain not more than $150K of
                  royalty for the period January through March 2002.

3.3      The  royalty  shall be  calculated  on all cash  revenue  collected  by
         Consumer  Corp  from  any  Business  Agreement,  or  any  follow-on  or
         replacement   contract   executed   by   Consumer   Corp   relating  to
         consumer-class email services, including any form of outsource services
         or licensing of email software, and excluding revenue from Professional
         Services.   Advertising  revenue  generated  in  conjunction  with  the
         Business  Agreements shall be included after  subtracting any royalties
         or other payments due to third  parties.  The above  quarterly  periods
         reflect the periods during which revenues are earned for consumer-class
         email  services  provided  during  those  periods,  and the  fact  that
         payments are received in  subsequent  periods  shall not  prejudice the
         Commtouch  Group's  right to earn  royalties  for the prior  period(s).
         Payments from a customer  shall always be applied  initially to amounts
         outstanding under any period reflecting the highest  percentage revenue
         split to the  Commtouch  Group.  For purpose of  clarification,  should
         Consumer  Corp  transfer  or refer any  customer to any entity and such
         entity collects email related revenues from the customer, such revenues
         shall be included in the royalty schedule hereunder.

3.4      Royalty payments to Commtouch will be made monthly by Consumer Corp, in
         arrears in the month  following  each  calendar  month based on revenue
         collected in the preceding month.  Revenues  collected for the 12 month
         period after the Service  Termination  Date shall be  deposited  into a
         bank  lock-box  account in which  CTLTD and  Consumer  Corp will have a
         joint security interest. Transfers from this account will be based upon
         the royalty schedule included  hereinabove and will require  signatures
         from CTLTD and  Consumer  Corp.  For purposes of  clarification,  it is
         understood  and agreed that said account  will  continue to exist until
         the  amounts to be paid to CTLTD are  received  by it free and clear of
         all liens or other encumbrances.

3.5      Consumer Corp will ensure that all email related revenue collected,  as
         described above, is transferred by the customers of the  consumer-class
         email  services  or  Business  Agreements  directly  into the  lock-box
         account described above.



<PAGE>


3.6      Should any revenue be otherwise due under the Business  Agreements,  or
         follow-on or replacement contracts thereto, which is not collectable by
         reason of a failure  by  Consumer  Corp to provide  the  consumer-class
         email  services  in  accordance  with the  terms of the  Service  Level
         Agreements  contained  in  the  Business  Agreements  or  follow-on  or
         replacement  contracts  and remains  uncollected  for a period of sixty
         (60) days after it would normally be due, such revenue will be included
         for  purposes of  calculating  the royalty due to the  Commtouch  Group
         under Article 3.2 above (and the royalty shall be calculated  such that
         any  prior  quarterly  period(s)  outstanding  royalties  are  computed
         first). If such revenue is subsequently  collected it will not be taken
         into account in calculating future royalty payments.

3.7      If any  payments  from  customers  under the  Business  Agreements  for
         services  performed by the Commtouch  Group prior to the Effective Time
         are received into the lock-box account,  Consumer Corp will immediately
         release them to CTLTD.

3.8      Consumer Corp  represents and warrants that it will take all reasonable
         action, in a timely manner, to collect outstanding receivables from the
         relevant customers.

3.9      CTLTD agrees to transfer royalties received hereunder to the applicable
         Commtouch  entity  to the  extent  that such  entity  has  assigned  an
         agreement(s) on behalf of which the royalties have been earned.

4.  TRANSFERENCE OF ADDITIONAL MATERIALS

4.1      The Commtouch  Group shall provide to Consumer Corp all  agreements and
         related  customer   correspondence  relating  to  customers  that  have
         terminated  since June 30, 2001 and that are related to  consumer-class
         email  services,  and make available for copying by Consumer Corp other
         terminated  agreements that are reasonably  accessible to the Commtouch
         Group. For purposes of clarification,  those services provided directly
         to  enterprises  or  through  channel  partners  or  in  Japan  through
         Commtouch   KK  shall  not  be  included   within  the  scope  of  this
         sub-paragraph.

4.2      The  Commtouch   Group  shall  also  provide  i)  copies  of  available
         correspondence  that  relates  to the  transferred  agreements  and ii)
         copies of  available  correspondence  that  relate  to the  transferred
         agreements.

4.3      Furthermore,  the Commtouch Group shall make available to Consumer Corp
         copies of any reasonably available promotional  literature,  offerings,
         price lists,  etc. that might be reasonably useful to Consumer Corp. in
         the operation of the service.

5.  AUDIT RIGHTS



<PAGE>


Consumer  Corp agrees to prepare and maintain  complete  and accurate  books and
records  relating to its collection of fees relating to the Business  Agreement,
including follow-on or replacement  contracts thereto.  The Commtouch Group will
have the right to  personally  examine on a recurring  basis (once per  calendar
quarter), at the Commtouch Group's own expense, the relevant records of Consumer
Corp in order to verify  that the  Commtouch  Group  has been paid the  accurate
royalties,  as described  above. The Commtouch Group shall provide Consumer Corp
with advance  notice of its intention to audit.  The audit shall take place at a
time mutually agreeable but not later than fifteen (15) days following notice by
Commtouch Group. Consumer Corp shall provide all information that may reasonably
be required to  substantiate  the  royalty  calculation.  To the extent that the
audit reveals an  underpayment to the Commtouch Group of greater than five (5%),
in addition to paying such underpayment and any legal interest thereon, Consumer
Corp shall pay for the costs of the audit.

6.  LIMITATION ON CONTACT WITH FORMER CUSTOMERS

For a  period  of two (2)  years  as from  the  Service  Termination  Date,  the
Commtouch Group  undertakes not to offer any services that compete with Consumer
Corp's  consumer-class  email  services to be provided to any  customer  under a
Business Agreement.

7. ASSIGNMENT OF ZAPZONE NETWORK

As from the Effective Date, CTLTD hereby assigns to Consumer Corp all rights and
title in and to the goodwill and user accounts relating to its proprietary, free
consumer  email service known as ZAPZONE  NETWORK  ("ZZN").  Furthermore,  CTLTD
hereby  provides to Consumer Corp a  royalty-free,  perpetual,  non-transferable
(except to affiliated  companies) license to use the CTLTD software necessary in
running ZZN, and only for the purpose of running ZZN.

CTLTD  shall have the right to  designate  to  Consumer  Corp  during the twelve
months following the Effective Date, the name of a single, qualified third-party
with whom  Consumer  Corp will  negotiate  in good faith a  marketing  agreement
whereby the designated third party may offer domain registration  service to the
ZZN  customers.  The  agreement  shall be based upon  terms  that are  generally
reasonable in the industry  including  compensation to Consumer Corp but, in any
case,  will include an initial term not to exceed twelve  months,  an option for
renewal based upon mutual agreement,  the right for Consumer Corp to approve the
form and  substance  of any  promotion or offer and a  prohibition  on the third
party  from  offering  services  to ZZN  customers  which are in the  opinion of
Consumer Corp competitive with the Business.

8.  REFERRALS



<PAGE>


CTLTD or CTINC may refer  leads for  consumer-class  Email  Services to Consumer
Corp, and Consumer Corp may refer leads for  enterprise  email services to CTINC
or CTLTD.  For such referred  accounts,  the referring party will receive 15% of
the first six (6) months'  revenue  collected  from the referred  customer.  Any
Business Agreement which has terminated as of the Effective Date and provided by
CTLTD or CTINC  pursuant to Section 4 shall be treated as  referrals  under this
section and shall be subject  only to the royalty as set forth in this  Section.
In the event that one of the members of the Commtouch Group assigns and Consumer
Corp.  accepts an executed agreement that is not listed on Exhibit A to Consumer
Corp  subsequent  to the  Effective  Date,  Consumer  Corp  shall pay to CTLTD a
royalty  based on the  terms set forth in  Article 3 above,  with the  Quarterly
Period  commencing  with the first month during which  Consumer Corp earns a fee
under the agreement  and the royalty  obligation  lasting for the  equivalent of
four Quarterly Periods.

9.  BREACH

A party  shall  be  considered  in  breach  by the  other  party(ies)  if it has
materially failed to perform any material representation,  covenant, warranty or
term of this  Agreement  and said  failure is not cured by the  breaching  party
within  thirty  (30) days after  delivery to it of written  notice  thereof by a
non-breaching  party. Should said failure not be cured within the stated period,
the  non-breaching  party(ies)  shall have all rights  available at law. For the
failure to make any payment as and when due,  without  derogating from any other
rights of the non-breaching party(ies),  the breaching party shall be liable for
interest at the maximum lawful rate.

10.   MISCELLANEOUS

10.1     Each  party  shall  be  entitled  to  disclose  the  existence  of this
         Agreement,  but agrees that the financial terms of this Agreement shall
         be  treated as  confidential  and shall not be  disclosed  to any other
         party;  provided,  however,  that each party may disclose the financial
         terms  of  this   Agreement  (a)  as  required  by  a  court  or  other
         governmental  body, or as otherwise required by law, (b) in confidence,
         to its legal counsel,  accountants,  banks, and current and prospective
         financing  sources and their advisors,  or in connection with an actual
         or  proposed  merger  or  acquisition,  or (c) in  connection  with the
         enforcement of its rights under this Agreement.

10.2     Each party  represents  and declares to the other party that:  (a) such
         party  is an  entity  duly  organized,  validly  existing  and in  good
         standing in the jurisdiction of its formation;  (b) such party has full
         authority  to enter into this  Agreement,  to grant the rights  granted
         herein, and to perform the obligations assumed hereunder;  and (c) this
         Agreement, when executed by both parties, represents such party's valid
         and binding  obligation,  enforceable against it in accordance with its
         terms, subject to certain general legal enforceability exceptions.


<PAGE>


10.3     CTLTD  MAKES  NO  WARRANTIES   REGARDING  THE  ZZN  SOFTWARE   LICENSED
         HEREUNDER,  WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY  DISCLAIMS ALL
         OTHER WARRANTIES OR CONDITIONS  REGARDING SAID SOFTWARE,  INCLUDING ANY
         IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR FITNESS  FOR A  PARTICULAR
         PURPOSE.  10.4 This Agreement  shall be governed by and construed under
         the laws of the State of California  and the United  States  (excluding
         the U.N.  Convention on Contracts for the International  Sale of Goods)
         without  regard  to  choice of law  principles.  The State and  Federal
         Courts of the County of Santa Clara shall have  exclusive  jurisdiction
         to  preside  over  any  matter  arising  hereunder.  In any  action  or
         proceeding to enforce rights under this Agreement, the prevailing party
         shall be entitled to recover costs and attorneys' fees.

10.5     Except as otherwise expressly provided in this Agreement,  no party may
         transfer or assign its rights or  delegate  its  obligations  hereunder
         without the prior  written  consent of the other party,  which  consent
         shall not be withheld or delayed unreasonably, provided that each party
         shall have the right to transfer this Agreement,  and assign all of its
         rights and delegate all of its obligations  hereunder to any affiliated
         company  and  to  any  successor  by  way  of  merger,  acquisition  or
         consolidation   or  in   connection   with  the  sale  or  transfer  of
         substantially   all  of  its  business  and  assets  relating  to  this
         Agreement.

10.6     All notices  under this  Agreement  shall be in writing  and  delivered
         personally or by facsimile,  commercial overnight courier, or certified
         or  registered  mail,  return  receipt  requested,  to a  party  at its
         respective address set forth hereinbelow.

         All notices to be provided to the Commtouch Group shall be addressed to
         "Controller" and "General Counsel", and addressed as follows:



         c/o Commtouch Inc.

         2029 Stierlin Court

         Mountain View, CA 94043

         Fax: 650-864-2006

         All  notices to be  provided  to  Consumer  Corp shall be  provided  to
         "President", and addressed as follows:


         C/o Commtouch Software Ltd.

         6 Hazoran St.



<PAGE>


         Poleg Industrial Park

         Netanya, Israel 42504


10.7     This Agreement sets forth the entire agreement and understanding of the
         parties relating to the subject matter herein and merges and supersedes
         all prior discussions  between them. No modification of or amendment to
         this  Agreement,  nor any  waiver of any rights  under this  Agreement,
         shall be effective  unless in writing  signed by the party against whom
         it is to be enforced.  Nothing  express or implied in this Agreement is
         intended to confer,  nor shall anything herein confer,  upon any person
         other than the  parties  and the  respective  successors  or  permitted
         assigns  of  the  parties,   any  rights,   remedies,   obligations  or
         liabilities whatsoever.

10.8     The parties are independent contractors,  and nothing in this Agreement
         shall be construed to create a joint  venture or  partnership  or other
         relationship  with duties or incidents  different from those of parties
         to an arm's-length transaction.

10.9     This Agreement may be executed in any number of  counterparts,  each of
         which when so executed and delivered  shall be deemed an original,  and
         such   counterparts   together  shall   constitute  one  and  the  same
         instrument.  For purposes  hereof,  a facsimile copy of this Agreement,
         including  the  signature  pages  hereto,  shall  be  deemed  to  be an
         original.

10.10    Amounts  to be paid by a party  shall be  exclusive  of,  and the party
         making  such  payments  shall  be  responsible  for,  any  sales,  use,
         withholding,  excise,  and/or  value-added or similar taxes (other than
         taxes on the net income of the other party).


IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed as of
the Effective Date by their respective authorized representatives.


MAILCENTRO, INC.


______________________________________________
Authorized Signature


<PAGE>



______________________________________________
Printed Name



______________________________________________
Title



______________________________________________
Date


<PAGE>


COMMTOUCH SOFTWARE LTD.


______________________________________________
Authorized Signature


______________________________________________
Printed Name


______________________________________________
Title


______________________________________________
Date



COMMTOUCH INC.


______________________________________________
Authorized Signature


______________________________________________
Printed Name


______________________________________________
Title


______________________________________________
Date




<PAGE>


COMMTOUCH (UK) LTD.


______________________________________________
Authorized Signature


______________________________________________
Printed Name


______________________________________________
Title


______________________________________________
Date


<PAGE>


COMMTOUCH LATIN AMERICA INC.


______________________________________________
Authorized Signature


______________________________________________
Printed Name


______________________________________________
Title


______________________________________________
Date

<PAGE>


                                    Exhibit A

                               List of Agreements

                (Included Both Current and Terminated Customers)



ABC Electronico N.I.F
About.com
ACCA
Admail (algemeen dagblad)
AhiEsta.com Internet S.A
ALO.com - Contenidos Digitales
An Feminin
ANM
AOPA
Asiaone.com
Ask Jeeves International, Inc.
Beer.com
Bet.com
Black World Today
BlackVoices - Tribune Interactive
Caixa Online
Cambridge Technology Scramea-NOKNOK
Canoe Limited  Partnership
CareMail
Central Newspapers, Inc.
Circle.com


<PAGE>


Citaris (Entretente com Mexico)
Clastical Network
Click2Asia.com
ClickAJob.com
Club-Kasparow Chess Online
Comfm
Community Connect
ConCanoe
Confidential (Basys)
Cooperative Computing Inc DBA CCITriad
Correo Total
Cox Interactive
Darker than blue.com
E Corp. Associates (Ecofabricmail)
Easy Group
Eggplant - virtual
Elistmo
Ericsson (Zopps)
Ese Sa.
Etnoka
ExpressCompany.com
Fairfax Multimedia Holdings
FilmStew.com
France Telecom
Fun Planet


<PAGE>


GetAsia
Gimacom
Global Gossip Communications
Groupo Zeta
Guay Internet, S.L.
Hard Rock Cafe International
Harvard Square - Africana.com
HBCI, Inc.
High Wired
Hollywood.com
Homestead, Inc.
iAgora LLC
IGN
India Properties
Indya.com Portal Pvt. Ltd
Info Pro - Iseek LTD
Infojobs S.L
Interpak
Invention Media Inc.(Moncourier)
IOL - Israel On Line
Irish Times (Itronics Ltd)
Job Science
Lantero
Law.com
Learning Network (FEN)


<PAGE>


Leo Burnett (Mymbassy.com)
Liberty Surf SA- Francemail
Light Years Integral Comm. AB
Lineabox
Live4now
Lycos Europe
mailco-op
Military.com
Morinda, Inc.
MTVI Group, Inc.
Multimate
Multimedia Mail Co.
Mycity.com
Nando
Netbranding Company
Netopia
New world dreem
On Line Partners
OnVantage, Inc.
Oppido
Oxygen
Pan-American Marketing
PCM Uitgevers N.V.-Algemeen Dagblad
Peres Center for Peace
Peterson's

<PAGE>


Post Nederlandse
Quadrante
Recoletos Compania de Internet
Repsol
Rouze.com
Santander Central Hispano Internet
Sauce.com
Schoolcity.com
Search Dice
Seimpleday
Shelflink
siam2you
SkyBiz2000
Sports Endeavors, Inc.
Streetnames
Structured Web
TalentedKids
Tf1
The Job Site.com
The Yacht Channel
Total Eye Sight
Trading Central
Tricom, S.A.
TV Catalunya
United Breweries India

<PAGE>


Universia (BSCH)
Via Networks
Virtual Network S.A (#2)
Visir
Web Internet LLC
Westside
Winner.com
WinningHabits.com
Yupi Internet, Inc.
Zeta Digital