CONDITIONAL LEASE TERMINATION AGREEMENT

         THIS CONDITIONAL LEASE TERMINATION AGREEMENT ("Termination  Agreement")
is made as of the ___ of December, 2001 by and between EOP-SHORELINE  TECHNOLOGY
PARK,  L.L.C., a Delaware limited liability  company  ("Landlord") and COMMTOUCH
INC., a California  corporation  (formerly known as Commtouch Software,  Inc., a
California corporation) ("Tenant").

                                    RECITALS:

A.       Landlord  and Tenant  are  parties to that  certain  lease  dated as of
         October  28,  1999  (the  "Lease")  relating  to  approximately  71,404
         rentable square feet (the "Premises")  which consist of the entirety of
         the building  commonly  known as Building 7,  located at 2029  Stierlin
         Court,  Mountain  View,  California  (the  "Building"),   all  as  more
         particularly described in the Lease.

B.       The  Term  is  scheduled  to  expire  on  May  14,  2007  (the  "Stated
         Termination  Date"), and Tenant desires to terminate the Lease prior to
         the Stated Termination Date.  Landlord has agreed that, if Landlord and
         Tenant enter into that certain  Shoreline  Technology Park Office Lease
         Agreement  (the  "New  Lease")  on or  before  December  20,  2001  for
         approximately  5,490 rentable  square feet (the "New  Premises"),  then
         Landlord shall agree to the early termination of the Lease on the terms
         and conditions contained in this Termination Agreement.

         NOW,  THEREFORE,  in  consideration of the above recitals which by this
reference are incorporated herein, the mutual covenants and conditions contained
herein and other valuable  consideration,  the receipt and  sufficiency of which
are hereby acknowledged, Landlord and Tenant agree as follows:

1.       If Landlord  enters into the New Lease  (defined in Recital B above) as
         provided in Recital B above,  then Landlord  shall send Tenant a notice
         terminating the Lease (the "Termination  Notice"),  in which event, the
         Lease shall be deemed  terminated in accordance  with,  and subject to,
         the terms and conditions of this Termination  Agreement effective as of
         December 27, 2001 (the "Early Termination  Date"). Upon delivery of the
         Termination  Notice,  and subject to the satisfaction of the conditions
         contained  in this  Termination  Agreement,  the Lease  shall be deemed
         terminated  effective as of the Early Termination Date,  subject to the
         agreements,  representations,  warranties and indemnities  contained in
         this Termination Agreement,  including, without limitation,  payment of
         the  Termination  Fee described in Section 11 below and the amounts due
         to Landlord described in Section 3 below.

2.       On or before December 20, 2001, Tenant shall have delivered to Landlord
         an  executed  New  Lease  together  with  the sum of  $48,586.50  which
         represents Base Rent (as such term is defined in the New Lease) for the
         first 3 months of the Term (as such term is  defined  therein)  and the
         sum of $16,195.50  which  represents the Security Deposit (as such term
         is defined in the New Lease) owing under the New Lease.

3.       The  parties  hereto  acknowledge  and agree that  Tenant has failed to
         tender payment of Base Rent,  Additional Rent and all other amounts due
         under the Lease which failure commenced on or about October 1, 2001 and
         such failure has continued and will continue  through and including the
         Early Termination Date, resulting in a total delinquent amount past due
         to Landlord as of December 27, 2001 equal to  $552,655.07.  Pursuant to
         Section 19 of the Lease,  such failure  constitutes an event of default
         by  Tenant.  Simultaneously  with  the  execution  of this  Termination
         Agreement,  Tenant  shall have  delivered  to Landlord by  cashier's or
         certified  check or by wire transfer of immediately  available funds to
         an account designated by Landlord an amount equal to $381,000.00. On or
         before  January 2, 2002,  Tenant  shall have  delivered  to Landlord by
         cashier's  or  certified  check  or by  wire  transfer  of  immediately
         available funds to an account designated by Landlord an amount equal to
         $171,655.07 ("Partial Payment II").

4.       On or before the date of this Termination Agreement,  Tenant shall have
         delivered  to  Landlord  by  cashier's  or  certified  check or by wire
         transfer of  immediately  available  funds to an account  designated by
         Landlord an amount equal to  $43,492.05  (the  "Sublease  Cash Security
         Deposit")  which  represents  the  amount  of cash  paid to  Tenant  by
         MarketMile,  L.L.C.  ("Sublessee")  pursuant  to  Section  15.2 of that
         certain  Sublease by

                                       1
<PAGE>

         and between Tenant, as Sublessor,  and Sublessee,  and dated as of July
         20, 2001 (the "Sublease").  Effective as of the Early Termination Date,
         Tenant hereby  assigns,  quitclaims  and  surrenders  to Landlord,  its
         successors and assigns,  all of Tenant's  right,  title and interest in
         and to the Sublease Cash Security Deposit.

5.       In   consideration   for  Landlord's   execution  of  this  Termination
         Agreement,  Tenant hereby conveys to Landlord all furniture  located in
         the Premises as more  particularly  described on the attached Exhibit A
         (the  "Furniture")  and in accordance  with the terms and conditions of
         the Bill of Sale (the "Bill of Sale")  attached hereto as Exhibit B. On
         or before the  execution of this  Termination  Agreement,  Tenant shall
         execute and deliver to Landlord the original Bill of Sale. By execution
         of this Termination Agreement, Landlord is deemed to have inspected the
         Furniture and found the same to be present in the quantity as described
         in Exhibit A and located in the Premises and in satisfactory condition.

6.       On or before the execution of this Termination Agreement,  Tenant shall
         deliver to Landlord the original of that certain  letter of credit made
         by Subtenant, as Applicant,  for the benefit of Tenant, as Beneficiary,
         in the amount of $86,985.00,  issued by Wells Fargo Bank as Irrevocable
         Standby  Letter  of  Credit  No.   NZS414880   (the   "Sublease   LC"),
         representing  the transfer of the Sublessee's  Security Deposit defined
         in Section 15.1 of the Sublease  (the  "Sublease LC Security  Deposit")
         from Tenant to Landlord,  and Tenant  hereby  assigns all of its right,
         title and interest in the Sublease LC Security Deposit and the proceeds
         of the Sublease LC to Landlord. Provided the Sublease LC is effectively
         transferred to Landlord by Wells Fargo Bank or any of its successors or
         assigns  (collectively,  the  "Bank"),  Landlord  agrees to assume  the
         obligation to return same to the Sublessee in accordance with the terms
         of the  Sublease.  In the  event  that the  foregoing  transfer  of the
         Sublease LC Security  Deposit by the Bank to Landlord does not occur on
         or before the Early  Termination Date, Tenant hereby agrees that during
         the term of the Sublease and prior to any such transfer of the Sublease
         LC Security  Deposit to Landlord,  Tenant shall use its best efforts to
         fully cooperate with Landlord with respect to any effort by Landlord to
         draw upon the  Sublease LC  Security  Deposit  requested  in writing or
         otherwise instituted by Landlord. Such efforts shall include, but shall
         not be limited to, providing the required  certification  and all other
         documentation to the Bank,  participating,  at Landlord's  request,  in
         verbal and/or written  correspondence with the Bank, and participating,
         at  Landlord's  request,  in any legal or other  action,  at Landlord's
         costs and expense with respect to the Sublease LC Security Deposit.

7.       Effective as of the Early Termination  Date, Tenant remises,  releases,
         quitclaims and surrenders to Landlord,  its successors and assigns, the
         Lease and all of the  estate  and  rights of Tenant in and to the Lease
         and the Premises,  and Tenant forever releases and discharges  Landlord
         from any and all claims, demands or causes of action whatsoever against
         Landlord  or its  successors  and  assigns,  whether  known or unknown,
         arising  out of or in  connection  with the  Premises  or the Lease and
         forever  releases and  discharges  Landlord from any  obligations to be
         observed  or  performed  by  Landlord  under the Lease  after the Early
         Termination Date. Further,  effective as of the Early Termination Date,
         Tenant  hereby  assigns  all of Tenant's  right,  title,  interest  and
         obligations  (which obligations arise after the Early Termination Date)
         in and to the Sublease as "Sublessor"  including,  without  limitation,
         all rights of Tenant to receive any payments from  Sublessee  under the
         Sublease  therein to Landlord and  Landlord  assumes all of such right,
         title,  interest and  obligations  (which  obligations  arise after the
         Early Termination Date) in and to the Sublease as "Sublessor".

8.       Subject to the agreements, representations,  warranties and indemnities
         contained in this Termination Agreement,  Landlord agrees to accept the
         surrender  of the  Lease  and the  Premises  from and  after  the Early
         Termination  Date  and,  effective  as of the Early  Termination  Date,
         forever  releases  and  discharges  Tenant from any  obligations  to be
         observed  and  performed  by Tenant  under  the  Lease  after the Early
         Termination  Date,  provided that Tenant has  satisfied,  performed and
         fulfilled  all  of  the  agreements  set  forth  in  this   Termination
         Agreement,  and each of the representations and warranties set forth in
         Section 10 below are true and correct.

9.       On or prior to the Early Termination Date, Tenant shall:

                                       2
<PAGE>

         (a)      Fulfill all  covenants  and  obligations  of Tenant  under the
                  Lease  applicable  to the period  prior to and  including  the
                  Early  Termination  Date  (subject to the  Partial  Payment II
                  which  shall be paid to  Landlord  no later  than  January  2,
                  2002).

         (b)      Completely  vacate and  surrender  the  Premises  to  Landlord
                  (excluding  that portion of the Premises  which  comprises the
                  New  Premises)  in  accordance  with the  terms of the  Lease.
                  Without  limitation,  Tenant  shall  leave the  Premises  in a
                  broom-clean  condition and except for the  Furniture,  free of
                  all movable furniture and equipment and shall deliver the keys
                  to the  Premises to Landlord or  Landlord's  designee.  In the
                  event Tenant fails to so vacate and  surrender the Premises to
                  Landlord,  Article 25 of the Lease shall apply to such failure
                  and Tenant shall be liable to Landlord in accordance  with the
                  terms and conditions thereof.

10.      Tenant represents and warrants that (a) Tenant is the rightful owner of
         all of the Tenant's  interest in the Lease; (b) Tenant has not made any
         disposition,  assignment,  sublease,  or  conveyance  of the  Lease  or
         Tenant's interest therein, except with respect to the Sublease and that
         certain Sublease by and between Tenant and Silverback Systems,  Inc., a
         Delaware  corporation  ("Sublessee  II") dated as of December  30, 2000
         (the "Sublease II") and covering a portion of the New Premises, as more
         particularly  defined in the Sublease II (the "Sublease II Space"); (c)
         Tenant has no  knowledge of any fact or  circumstance  which would give
         rise to any claim, demand,  obligation,  liability,  action or cause of
         action arising out of or in connection  with Tenant's  occupancy of the
         Premises;  (d) no other  person or entity has an interest in the Lease,
         collateral or otherwise; and (e) there are no outstanding contracts for
         the  supply of labor or  material  except as  expressly  stated in this
         Termination Agreement and no work has been done or is being done in, to
         or about the  Premises  which has not been  fully  paid for (or will be
         fully  paid for to  Tenant's  best  knowledge  on or  before  the Early
         Termination Date) and for which appropriate waivers of mechanic's liens
         have not been obtained. The foregoing representation and warranty shall
         be deemed  to be  remade by Tenant in full as of the Early  Termination
         Date. On or before the Early  Termination  Date, the Sublessee II shall
         have vacated and surrendered possession of the Sublease II Space in its
         entirety to Tenant.  Tenant shall indemnify,  defend and hold Landlord,
         its trustees, members, principals,  beneficiaries,  partners, officers,
         directors,  employees,   mortgagee(s)  and  agents  ("Landlord  Related
         Parties")  harmless  against  and  from all  liabilities,  obligations,
         damages,  penalties,  claims,  actions,  costs,  charges and  expenses,
         including,  without  limitation,  reasonable  attorneys' fees and other
         professional  fees (if and to the extent  permitted  by any  applicable
         law),  which may be  imposed  upon,  incurred  by or  asserted  against
         Landlord or any of the Landlord  Related  Parties and arising out of or
         in connection with Sublessee II, the Sublease II, the Sublease II Space
         and /or the costs and  expenses  of the supply of labor or  material or
         other work as each of the foregoing is described in clause (e) above.

         Tenant has disclosed to Landlord by a separate  writing those contracts
         or  other  agreements  entered  into  by  Tenant  or  any  of  Tenant's
         employees,  contractors,  invitees,  licensees  or related  parties for
         services,  materials and/or any other item(s) and which either directly
         or indirectly  affect or encumber the Building and/or the property upon
         which the Building is located,  or otherwise  may become the basis of a
         mechanics lien claim, foreclosure action or any other claim or cause of
         action against Landlord or the Building (the "Outstanding  Contracts").
         On  or  before  the  Early  Termination  Date,  with  respect  to  each
         Outstanding  Contract,  Landlord  shall  notify  Tenant in writing (the
         "Outstanding Contract Notice") to either (i) assign in writing any such
         Outstanding   Contract  to  Landlord,   or  (ii)   terminate  any  such
         Outstanding  Contract.  In the event that Landlord fails to deliver the
         Outstanding  Contract  Notice to Tenant in accordance with the terms of
         this  Section  10, such  failure  shall not be deemed a default of this
         Termination  Agreement by Landlord and such failure  shall be deemed to
         be Landlord's  election to require Tenant to terminate all  Outstanding
         Contracts,  in which  event  Tenant  shall  proceed  to  terminate  the
         Outstanding  Contracts in  accordance  herewith.  With respect to those
         Outstanding Contracts that Landlord requires Tenant to terminate,  such
         termination  shall be effective no later than 45 days after delivery of
         the  Outstanding  Contract  Notice to  Tenant.  With  respect  to those
         Outstanding  Contracts that Tenant is required to assign to Landlord in
         writing,  such  assignments  shall be  effective  no later than 10 days
         after delivery of the Outstanding  Contract Notice to Tenant.  Landlord
         hereby reserves a right to assume, or require  termination of, any such
         Outstanding

                                       3
<PAGE>

         Contract in accordance  with the terms hereof.  Tenant shall,  within 5
         days of  delivery  of the  Outstanding  Contract  Notice,  deliver  the
         original  of each  Outstanding  Contract  assigned  to and  assumed  by
         Landlord  pursuant to this Section 10, together with Tenant's files and
         records  respecting the same.  Tenant shall indemnify,  defend and hold
         Landlord and the Landlord Related Parties harmless against and from all
         liabilities,  obligations,  damages, penalties, claims, actions, costs,
         charges  and  expenses,   including,  without  limitation,   reasonable
         attorneys'  fees and  other  professional  fees  (if and to the  extent
         permitted by any applicable law),  which may be imposed upon,  incurred
         by or asserted  against Landlord or any of the Landlord Related Parties
         and  arising  out of or in  connection  with  the  following:  (x)  any
         contracts  or  other  agreements  that,  by  definition,  would  be  an
         Outstanding  Contract  but were not  disclosed to Landlord by Tenant in
         this Termination Agreement, and (y) with respect to the period prior to
         the  effective  date  of a  written  assignment  to and  assumption  by
         Landlord,  any of the  Outstanding  Contracts  that are assigned to and
         assumed by Landlord in writing,  and (z) any Outstanding Contract which
         is not terminated  following  Landlord's  Outstanding  Contract  Notice
         which  requires  termination  thereof.  In no event  shall  Landlord be
         liable for any Outstanding Contracts (whether disclosed or undisclosed)
         except to the extent  Landlord  expressly  assumes in writing  any such
         Outstanding  Contracts  and  for the  periods  stated  in such  written
         assumption.

11.      Tenant shall pay to Landlord a  Termination  Fee (as defined  below) in
         accordance with the following:

         (a)      On or before the date of this  Termination  Agreement,  Tenant
                  shall pay to Landlord,  the sum of $1,006,417.76 (the "Initial
                  Termination Fee") in consideration for Landlord's execution of
                  this  Termination   Agreement,   which,  among  other  things,
                  releases Tenant from future Rent  obligations  under the Lease
                  arising from and after the Early  Termination  Date.  Landlord
                  currently  is holding the sum of  $975,000.00  as the security
                  deposit  (the  "Security  Deposit")  required  pursuant to the
                  terms of  Section  6 of the  Lease in the form of a letter  of
                  credit  (the  "Letter of  Credit")  from  Tenant and issued by
                  Silicon  Valley Bank as  Irrevocable  Standby Letter of Credit
                  No.  SVB99IS1720  and  dated  November  4,  1999  and of which
                  Landlord is the  beneficiary  thereunder.  Landlord and Tenant
                  acknowledge and agree that upon the full and proper  execution
                  of this  Termination  Agreement  by  Landlord  and  Tenant (i)
                  Landlord shall be entitled to draw on the Letter of Credit and
                  apply the  Letter of Credit  to the  Initial  Termination  Fee
                  required hereunder,  and therefore,  Landlord shall retain the
                  Security  Deposit  in its  entirety;  and  (ii)  Tenant  shall
                  release  any and all claims to the  Security  Deposit.  Tenant
                  shall  deliver  to  Landlord  cash in an  amount  equal to the
                  difference between the Initial Termination Fee less the amount
                  of  the  Security  Deposit.  Notwithstanding  anything  to the
                  contrary contained in the Lease or this Termination  Agreement
                  with respect to Landlord's right to apply the Security Deposit
                  and/or draw down on the Letter of Credit,  Tenant  agrees that
                  if on or before  the date of this  Termination  Agreement  (x)
                  Tenant fails to pay to Landlord the Initial Termination Fee as
                  required  above;  or (y)(i)  Landlord is unable to draw on the
                  Letter of Credit for any reason  whatsoever  after making good
                  faith  efforts to make any such draw  (without  obligation  to
                  expend  additional  funds),  or (ii)  Tenant  fails  to pay to
                  Landlord  cash equal to the  difference  between the amount of
                  the Letter of Credit  which  Landlord is able to draw down and
                  the total amount of the Initial  Termination Fee; or (z) on or
                  before  January  2,  2002,  Tenant  fails to make the  Partial
                  Payment II to Landlord  in  accordance  with this  termination
                  Agreement, then, in the case of any of clauses (x), (y) or (z)
                  above,  Tenant shall be deemed to be in default hereof and, at
                  Landlord's sole option,  this  Termination  Agreement shall be
                  null and void and of no force and  effect  and the Term of the
                  Lease shall be as stated in the Lease,  without  giving effect
                  to this Termination  Agreement.  Landlord hereby  acknowledges
                  and agrees that as part of its good faith efforts described in
                  clause (y)(i) above,  Landlord  shall submit a draw request to
                  Silicon   Valley  Bank  in  accordance   with  the  terms  and
                  conditions  respecting  a  beneficiary  draw  contained in the
                  Letter of Credit.

         (b)      Tenant shall pay to Landlord,  by cashier's or certified check
                  or by wire  transfer  of  immediately  available  funds  to an
                  account  designated by Landlord an additional  termination fee
                  (the "Additional  Termination  Fee,  together with the Initial
                  Termination  Fee, the  "Termination  Fee") as provided in this
                  Section 11(b). Any sums invested from any source whatsoever in
                  Tenant  or  in  Commtouch   Software

                                       4
<PAGE>

                  Ltd.  (the  "Investment   Dollars")  commencing  on  the  date
                  following the Early Termination Date ("Investment Commencement
                  Date") and ending on the first  year  anniversary  date of the
                  Investment  Commencement Date (the "Investment  Period") shall
                  be subject to the  following  payment  schedule  (the "Payment
                  Schedule"):  Within 3 business days following receipt,  Tenant
                  shall pay to Landlord (i) 5% of any of the initial  $5,000,000
                  Investment  Dollars  received  and  (ii)  10%  of  any  of the
                  subsequent  $5,000,000  Investment  Dollars  received.  Tenant
                  shall, within ten (10) days following the end of each calendar
                  quarter,  provide to Landlord a written statement  prepared by
                  either  of an  executive  officer  of  Tenant,  Tenant's  Vice
                  President of Finance or Tenant's  certified public  accounting
                  firm certifying  either:  (x) Tenant and/or Commtouch Software
                  Ltd. has received no Investment  Dollars the previous calendar
                  quarter,  or (y) the  amount  of and  other  material  details
                  regarding  any  Investment   Dollars  received  by  Tenant  or
                  Commtouch   Software  Ltd.  the  previous   calendar  quarter.
                  Landlord shall have the right to transfer and assign, in whole
                  or in  part,  all of  its  rights  in  and  to the  Investment
                  Dollars, or the right to receive the same, at any time. Unless
                  otherwise  indicated in writing by  Landlord,  payments of the
                  Additional Termination Fee shall be delivered by Tenant to the
                  following address: EOP Operating Limited Partnership, As agent
                  for  EOP-Shoreline  Technology Park, Dept. #8824, Los Angeles,
                  California 90084-8824.

         Except as expressly  modified  herein,  each payment of the  Additional
         Termination  Fee shall be tendered to Landlord in  accordance  with the
         terms of the New Lease,  at the  address  indicated  for the payment of
         Base Rent (as  defined in the New Lease) as  provided  therein,  as the
         same may be modified  from time to time. In the event that Tenant fails
         to make any payment of the  Additional  Termination  Fee to Landlord in
         strict   accordance  with  the  Payment  Schedule  and  the  terms  and
         conditions  of this  Termination  Agreement,  Landlord may declare this
         Termination  Agreement  null and void and all sums  owed by  Tenant  to
         Landlord  (including,  without limitation,  any unpaid Termination Fee,
         Base Rent and Tenant's Pro Rata Share of Taxes and  Expenses)  shall be
         due in full to Landlord without notice or cure right and Landlord shall
         be entitled to exercise all of its rights and remedies  under the Lease
         and at law which arise following an event of default by Tenant pursuant
         to the Lease and this Termination  Agreement.  Landlord's acceptance of
         any payment of the Additional Termination Fee shall not be deemed to be
         payment in full by Tenant of the Termination Fee.

12.      Intentionally Omitted.

13.      On or before the date of this Termination Agreement,  Tenant shall have
         delivered  to  Landlord  an  estoppel  certificate  fully  executed  by
         Sublessee in the form attached hereto as Exhibit C.

14.      Section 14.A of the Lease shall  survive the  termination  of the Lease
         pursuant to this  Termination  Agreement to the extent any such matters
         arise or occur  during  the Term of the Lease but  whether  or not such
         matters are discovered  during the Term or after the Early  Termination
         Date.   Section  10  of  this   Termination   Agreement  shall  survive
         termination  of the  Lease  and  fulfillment  of  Tenant's  obligations
         contained herein and the  representations and warranties made by Tenant
         stated therein shall be deemed remade as of the Early Termination Date.

15.      Each signatory of this Termination  Agreement represents hereby that he
         or she has the  authority  to execute and deliver the same on behalf of
         the party hereto for which such signatory is acting.

16.      In the event  that  Tenant is in default or breach of the terms of this
         Termination   Agreement,   including,   without  limitation,   Tenant's
         obligation  to  pay  to  Landlord  the  Termination  Fee  and  Tenant's
         representations  and  warranties  contained in Section 10 hereof,  such
         default, at Landlord's election,  shall be deemed to be a default under
         the terms of the New Lease and the Lease and Landlord shall be entitled
         to enforce its rights and remedies contained therein.

17.      Any  notice  that  may or  must  be  given  by  any  party  under  this
         Termination  Agreement  will be delivered in accordance  with the terms
         and  conditions  of the New Lease  and at the  addresses  indicated  in
         Section I.L thereof, as the same may be modified from time to time.

                                       5
<PAGE>

18.      This  Termination  Agreement  shall be  binding  upon and  inure to the
         benefit of Landlord and Tenant and their respective successors, assigns
         and related entities.

                       [SIGNATURES ARE ON FOLLOWING PAGE]

                                       6
<PAGE>

         IN WITNESS WHEREOF,  Landlord and Tenant have executed this Termination
Agreement on the day and year first above written.


                         LANDLORD:

                         EOP-SHORELINE  TECHNOLOGY PARK,  L.L.C., a
                         Delaware limited  liability company

                         By:  EOP  Operating  Limited  Partnership,  a  Delaware
                              limited partnership, its sole member

                                  By:      Equity  Office  Properties  Trust,  a
                                           Maryland   real   estate   investment
                                           trust, its general partner

                                           By:      __________________________

                                           Name:    __________________________

                                           Title:   __________________________



                         TENANT:

                         COMMTOUCH INC., a California corporation


                         By:      _____________________________

                         Name:    _____________________________

                         Title:   _____________________________


                         By:      _____________________________

                         Name:    _____________________________

                         Title:   _____________________________



                                       7
<PAGE>


                                    EXHIBIT A

                                    FURNITURE

Description                                                    Quantity

Workstations Teknion Transit                                         42
Ped Files                                                            22
Mobile Screens                                                        6
Conference chairs - Keilhauer Tom                                    49
Red chairs with tablet arm(tea cup)                                   1
Red chairs without tablet arm 1 seat (tea cup)                        3
Reception chairs                                                      2
Drum 24*22 (tall /narrow)                                             1
Drum 30x16 h (short/wide)                                             2
Credenza 22x48 maple                                                  2
White/black office - 10x10 Teknion                                    2
Round Maple conference table48 Teknion Wood                           1
Natural Maple Conf table (electrified) Room 107                       1
120x54x28 1/2 Teknion Wood
Natural Maple Conf table (electrified) Room 135                       1
213x60/111x28 1/2 Teknion Wood
Natural Maple Conf table (electrified) Room 158                       1
96x60/111x28 1/2 Teknion Wood
Reception Desh with two lateral files                                 1
Workstations  TOS                                                    66
Ped Files                                                            65
Mobile Screens                                                       23
Double 2 drawer lateral with top                                      5
2 box drawer files                                                    1
Lateral file                                                          1
Aeron Chairs  Herman Miller  AE-113-AWA-AJ                           66
 Keilhauer Tom Chairs - Various colors                               42
White/black office - 10x10 Teknion                                    3
Modular offices - black Teknion                                       3
Rectangular Conference Table                                          2
Natural Maple Conf table (electrified) Room 104,105                   2
120x48x28 1/2 Teknion Wood
Natural Maple Conf table (electrified) Room 106                       1
108x48x28 1/2 Teknion Wood
Round Maple conference table48 Teknion Wood                           1
Maple Credenza                                                        3
30x60 Table Plastic Laminate Table                                    8
Black Work Tables                                                     3
Workstations  TOS                                                    22
Ped Files                                                            22
Mobile Screens                                                        6
Aeron Chairs  Herman Miller  AE-113-AWA-AJ                           30
 Keilhauer Tom Chairs - Various colors                               12
Rectangular Conference Table                                          2
Double 2 drawer lateral with top                                      3
Round Maple conference table48 Teknion Wood                           1
Front entry: 7 pocket magazine rack                                   1
Executive Offices -Wood with lateral file, credenza                   9
and top cabinets
Wood Bookcases                                                       10
2 drawer lateral file - wood                                          8
CEO meeting chairs                                                    3
Aeron Chairs  Herman Miller  AE-113-AWA-AJ  approx.                  62
 Keilhauer Tom Chairs - Various colors                               41
2nd floor workstations  TOS                                         133
Ped Files                                                           133
Mobile Screens                                                       45
Double 2 drawer lateral with top                                      6
2 box drawer files                                                   16
3-high lateral file                                                   2

                                       8
<PAGE>

2-high lateral file                                                  12
Acctg Mobile files                                                   10
Lunch Room tables (West Coast Industries) 150.311 special            10
Lunch Room chairs (Kusch) Pepe chair                                 40
Pepe Chair with leather seat                                          5
Advocate Cantilever side chair                                       17
Round Maple conference table 54 Teknion Wood                          1
Natural Maple Conference Table (electrififed) room 250                1
96x60x28 1/2 Teknion Wood
Natural Maple Conf table (electrified) room 227                       1
150x60x28 1/2 Teknion Wood
Natural Maple Conference table (electrifed) room 242                  1
96x42x28 1/2 Teknion Wood
Natural Maple Conference table 84x36 Teknion Wood                     1
Natural Maple Conference table 96x42  boat shapeTeknion Wood          1
Red chairs with tablet arm(tea cup) AGI                               6
Red chairs without tablet arm 1 seat AGI tea cup                      2
Red/maple chairs - Geiger Brickel Pinoint II                         17
Modular offices - black Teknion                                       3
White/black office - 10x10 Teknion                                    2
Large office 15x10 black/white                                        2
Cube table 15x24x22 Nevins                                            1
Drum 24*22 (tall /narrow) Nevins                                      5
Drum 30x16 h (short/wide) Nevins                                      6
Credenza 22x90 maple                                                  1
Credenza 22x48 maple                                                  1
Mail slots/Cabinet                                                    1
Drawing table                                                         1
Black/Opaque screens                                                  2
Orange slice chairs-                                                  4



                                       9
<PAGE>


                                    EXHIBIT B

                                  BILL OF SALE


KNOW ALL MEN BY THESE PRESENTS,  that COMMTOUCH  INC., a California  corporation
("Seller"), for the sum of Ten Dollars ($10.00) paid by EOP-SHORELINE TECHNOLOGY
PARK,  L.L.C., a Delaware limited  liability company  ("Purchaser")  pursuant to
that certain Conditional Lease Termination Agreement,  hereby sells to Purchaser
the personal property  ("Personal  Property") more  particularly  referred to in
Schedule A attached hereto in its "as-is, where-is" condition.

TO HAVE AND TO HOLD the same unto  Purchaser  to and for its own use and  behalf
forever.  Seller  hereby  agrees to pay all sales taxes payable by reason of the
transfer to Purchaser  of said  Personal  Property  and Seller  shall  indemnify
Purchaser in  connection  therewith.  Seller hereby  represents  and warrants to
Purchaser  that:  (a)  Seller  is the  rightful  owner  of  all of the  Personal
Property;  (b) Seller has not made any disposition or conveyance of the Personal
Property;  (c) Seller has no knowledge of any fact or  circumstance  which would
give rise to any claim, demand, obligation, liability, action or cause of action
arising out of or in  connection  with the Personal  Property;  and (d) no other
person or  entity  has an  interest  in the  Personal  Property,  collateral  or
otherwise.

IN WITNESS WHEREOF, Seller and Purchaser have caused these presents to be signed
by their duly authorized officers as of December __, 2001.



                                     SELLER:

                                     COMMTOUCH INC.,
                                     a California corporation


                                     By: _______________________________________

                                     Name: _____________________________________

                                     Title: ____________________________________



                                     By: _______________________________________

                                     Name: _____________________________________

                                     Title: ____________________________________

                                       10
<PAGE>

                                   SCHEDULE A

                                PERSONAL PROPERTY


Description                                                     Quantity

Workstations Teknion Transit                                          42
Ped Files                                                             22
Mobile Screens                                                         6
Conference chairs - Keilhauer Tom                                     49
Red chairs with tablet arm(tea cup)                                    1
Red chairs without tablet arm 1 seat (tea cup)                         3
Reception chairs                                                       2
Drum 24*22 (tall /narrow)                                              1
Drum 30x16 h (short/wide)                                              2
Credenza 22x48 maple                                                   2
White/black office - 10x10 Teknion                                     2
Round Maple conference table48 Teknion Wood                            1
Natural Maple Conf table (electrified) Room 107                        1
120x54x28 1/2 Teknion Wood
Natural Maple Conf table (electrified) Room 135                        1
213x60/111x28 1/2 Teknion Wood
Natural Maple Conf table (electrified) Room 158                        1
96x60/111x28 1/2 Teknion Wood
Reception Desh with two lateral files                                  1
Workstations  TOS                                                     66
Ped Files                                                             65
Mobile Screens                                                        23
Double 2 drawer lateral with top                                       5
2 box drawer files                                                     1
Lateral file                                                           1
Aeron Chairs  Herman Miller  AE-113-AWA-AJ                            66
 Keilhauer Tom Chairs - Various colors                                42
White/black office - 10x10 Teknion                                     3
Modular offices - black Teknion                                        3
Rectangular Conference Table                                           2
Natural Maple Conf table (electrified) Room 104,105                    2
120x48x28 1/2 Teknion Wood
Natural Maple Conf table (electrified) Room 106                        1
108x48x28 1/2 Teknion Wood
Round Maple conference table48 Teknion Wood                            1
Maple Credenza                                                         3
30x60 Table Plastic Laminate Table                                     8
Black Work Tables                                                      3
Workstations  TOS                                                     22
Ped Files                                                             22
Mobile Screens                                                         6
Aeron Chairs  Herman Miller  AE-113-AWA-AJ                            30
 Keilhauer Tom Chairs - Various colors                                12
Rectangular Conference Table                                           2
Double 2 drawer lateral with top                                       3
Round Maple conference table48 Teknion Wood                            1
Front entry: 7 pocket magazine rack                                    1
Executive Offices -Wood with lateral file, credenza                    9
and top cabinets
Wood Bookcases                                                        10
2 drawer lateral file - wood                                           8
CEO meeting chairs                                                     3
Aeron Chairs  Herman Miller  AE-113-AWA-AJ  approx.                   62
 Keilhauer Tom Chairs - Various colors                                41
2nd floor workstations  TOS                                          133
Ped Files                                                            133
Mobile Screens                                                        45
Double 2 drawer lateral with top                                       6
2 box drawer files                                                    16



                                       11
<PAGE>

3-high lateral file                                                    2
2-high lateral file                                                   12
Acctg Mobile files                                                    10
Lunch Room tables (West Coast Industries) 150.311 special             10
Lunch Room chairs (Kusch) Pepe chair                                  40
Pepe Chair with leather seat                                           5
Advocate Cantilever side chair                                        17
Round Maple conference table 54 Teknion Wood                           1
Natural Maple Conference Table (electrififed) room 250                 1
96x60x28 1/2 Teknion Wood
Natural Maple Conf table (electrified) room 227                        1
150x60x28 1/2 Teknion Wood
Natural Maple Conference table (electrifed) room 242                   1
96x42x28 1/2 Teknion Wood
Natural Maple Conference table 84x36 Teknion Wood                      1
Natural Maple Conference table 96x42  boat shapeTeknion Wood           1
Red chairs with tablet arm(tea cup) AGI                                6
Red chairs without tablet arm 1 seat AGI tea cup                       2
Red/maple chairs - Geiger Brickel Pinoint II                          17
Modular offices - black Teknion                                        3
White/black office - 10x10 Teknion                                     2
Large office 15x10 black/white                                         2
Cube table 15x24x22 Nevins                                             1
Drum 24*22 (tall /narrow) Nevins                                       5
Drum 30x16 h (short/wide) Nevins                                       6
Credenza 22x90 maple                                                   1
Credenza 22x48 maple                                                   1
Mail slots/Cabinet                                                     1
Drawing table                                                          1
Black/Opaque screens                                                   2
Orange slice chairs-                                                   4



                                       12
<PAGE>


                                    EXHIBIT C

                          FORM OF ESTOPPEL CERTIFICATE


TO:               EOP-Shoreline Technology Park, L.L.C.
                  c/o Equity Office Properties Trust
                  5104 Old Ironside Dr., Suite 100
                  Santa Clara, CA 95054
                  Attn:  Property Manager
                  ("Landlord")

FROM:             MarketMile L.L.C., a Delaware limited liability comapny
                  2029 Stierlin Court
                  Mountain View, California 94043
                  Attention:  Gary Davis
                  ( "Sublessee")

         Sublessee  hereby  certifies the following  information with respect to
the sublease by and between  Sublessee and  Commtouch  Inc.  (formerly  known as
Commtouch Software,  Inc.) dated as of July 20, 2001 (the "Sublease",  including
any  amendments to or  modifications  of the same) under which  Sublessee is the
sublessee,  and which Sublease covers certain  premises located at 2029 Stierlin
Court,  Mountain View,  California (the "Premises") and agrees that Landlord may
rely upon the  assertions  contained in this Estoppel  Certificate.  Landlord is
"Landlord"  under that certain Lease by and between  Landlord and Commtouch Inc.
("Tenant") and dated October 28, 1999 (the "Lease").  Sublessee hereby certifies
the following:

1.   The  Sublease  is in full  force and effect  and has not been  modified  or
     amended except as  follows:__________________________________  (if none, so
     state).

2.   Sublessee  asserts no claim of default  or offset or  defense  against  the
     payment of rent or other charges  payable by Sublessee and asserts no claim
     against  Landlord  and/or Tenant under the Sublease and the Lease in regard
     to the Premises, except as follows: ______________________________.  To the
     best of  Sublessee's  knowledge  and belief,  there is no default by Tenant
     and/or  Landlord under the Lease and the Sublease and no event has occurred
     that,  with the  passage of time or the giving of  notice,  or both,  would
     constitute a default by Tenant and/or  Landlord  under the Lease and/or the
     Sublease,  except as follows:  Tenant has failed to pay rent and other sums
     due and owed to Landlord under the Lease commencing October 1, 2001.

3.   All fixed minimum rental has been through and including ___________,  2001,
     and no rent under the Sublease has been paid more than one month in advance
     of          its           due           date,           except           as
     follows:_____________________________________________________.

4.   Sublessee  will attorn to Landlord upon receipt of written  notice  thereof
     from Landlord and the Sublease shall continue  thereafter in full force and
     effect.

5.   The current annual fixed monthly base rent is $ ____________.

6.   A security  deposit of $ __________  has been paid to Tenant in the form of
     cash.  A security  deposit of $  __________  has been paid to Tenant in the
     form of a letter of credit.

7.   Sublessee is not in default  under the Sublease nor has any event  occurred
     which,  with the  passage of time or the giving of notice,  or both,  would
     constitute a default or breach by Sublessee.

8.   Sublessee recognizes and acknowledges it is making these representations to
     Landlord with the intent that Landlord may rely hereon.



                         [SIGNATURES ON FOLLOWING PAGE]

                                       3

<PAGE>


DATE:  ______________, 2001            SUBLESSEE

                                       MARKETMILE,  L.L.C.,  a  Delaware limited
                                       liability company


                                       By: _______________________________

                                       Name: _____________________________

                                       Its: ______________________________


                                       By: _______________________________

                                       Name: _____________________________

                                       Its: ______________________________



                                       4