<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES ACT OF 1934, AS
AMENDED.

                                                                   Exhibit 10.23

                 MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

      This Software License Agreement ("Agreement") is made by and between
eSoft, Inc., with offices at 295 Interlocken Boulevard, Suite 500, Broomfield,
Colorado 80021 ("eSoft"), and Gateway, Inc., with offices at 4545 Towne Centre
Court, San Diego, CA, 92121 ("Gateway"). eSoft and Gateway are each referred to
below as a "Party," and collectively as the "Parties." This Agreement becomes
effective on February 22, 2000 ("Effective Date").

RECITALS

A.    Gateway develops and markets a wide variety of computer hardware and
      software products and computer-related services in various market
      segments.

B.    eSoft provides a family of Linux-based Internet software, appliances and
      services that enable small to medium-sized businesses to reliably connect
      with and take advantage of the Internet.

C.    The Parties now wish to set forth the terms and conditions under which
      Gateway and eSoft enter into certain licensing and other business
      arrangements, as described in more detail below.

AGREEMENT

NOW, THEREFORE, in consideration of and conditioned on the Recitals set forth
above and incorporated in this Agreement, the covenants stated herein, and for
other good and valuable consideration, the receipt and sufficiency of which the
Parties hereby acknowledge, the Parties agree as follows:

1.    DEFINITIONS

      1.1   "Affiliate" means any legal entity that is a brother or sister
            company, i.e., a Subsidiary of the same parent entity.

      1.2   "Confidential Information" shall have the meaning ascribed in that
            certain Confidential Disclosure Agreement between eSoft and Gateway,
            dated June 1, 1999 (the "CDA").

      1.3   "Derivative Works" means any work that would be deemed a Derivative
            Work under the Copyright Act, Title 17 of the U.S. Code. In
            addition, Derivative Works also include any modifications that might
            be covered by trade secret or patent law.

      1.4   "Distributors" means resellers, distributors, original equipment
            manufacturers ("OEMs"), value-added resellers ("VARs"), system
            integrators, dealers, agents, and subdistributors.

      1.5   "eSoft Deliverables" means the deliverables associated with
            Project(s), if applicable.

      1.6   "eSoft Intellectual Property Rights" means eSoft's rights (including
            under licenses from third parties), now or hereafter existing, in
            any (i) patents and patent applications that would, but for the
            license grant to Gateway hereunder, be infringed by using,
            distributing, or sublicensing the eSoft Software or Managed Services
            in the manner permitted under the license grants hereof, (ii)
            copyrights in the eSoft Software or Managed Services, and (iii)
            trade secrets in or necessary to the eSoft Software or Managed
            Services.

      1.7   "eSoft Software" means the computer program(s) in Object Code form,
            referred to as "TEAM Internet" (including but not limited to those
            models currently referred to by the following numerical
            designations: 100, 200 and 300), and any other software as further
            described in Exhibit A of this Agreement, and all Enhancements,
            Upgrades, Major Releases, Translations, and all Derivative Works
            created therefrom.
<PAGE>

      1.8   "eSoft Technical Information" means the technical information and
            associated documentation specified in Exhibit A.

      1.9   "Enhancement" means, with respect to the eSoft Software, any support
            or bug fixes, error corrections, patches, workarounds, minor
            modifications and releases, added or modified drivers, APIs, and
            tools for publishing in Object Code form, including any updated
            technical notes, Technical Documentation.

      1.10  "Independent Development" means any engineering efforts undertaken
            by or on behalf of either party, but specifically excluding those
            efforts undertaken by a party on behalf of the other party in
            consideration for payment by the party receiving such services
            (including, without limitation, services provided pursuant to a
            Statement of Work, and consulting services provided herein).

      1.11  "Gateway" means Gateway, Inc., and any worldwide Gateway Subsidiary
            or Affiliate.

      1.12  "Gateway Deliverable" means all software programs, Source Code and
            Object Code, files, tapes, disks, and related user documentation,
            originally developed or adapted for Gateway under a Statement of
            Work.

      1.13  "Gateway Intellectual Property Rights" means Gateway's rights
            (including under licenses from third parties), now or hereafter
            existing, in any (i) patents and patent applications that would, but
            for the licenses grant to eSoft hereunder, be infringed by using,
            distributing, or sublicensing any Gateway Product or Gateway
            Deliverable in the manner permitted under the license grants hereof,
            (ii) copyrights in any Gateway Products or Gateway Deliverable, and
            (iii) trade secrets in or necessary to the Gateway Products or
            Gateway Deliverable.

      1.14  "Gateway Products" means any or all current and future hardware or
            software products and/or services that are developed, provided,
            rendered, manufactured, marketed, distributed, licensed, or sold by
            or for Gateway and/or its Distributors, including products
            manufactured by Gateway's Distributors under license from Gateway.

      1.15  "Licensed Product" means the eSoft Software, eSoft Technical
            Information, Technical Documentation, and eSoft Deliverables
            licensed to Gateway under this Agreement.

      1.16  "Major Release" means a significantly enhanced or revised release of
            the eSoft Software, as customarily signified in the software
            industry by a change in the digits which appear immediately to the
            left of the decimal point in the version number, or pursuant to
            eSoft's customary manner of designation.

      1.17  "Managed Services" means those remote management services provided
            through the wide area network (WAN) interface provided by eSoft as
            described on Exhibit A, that are marketed and sold by Gateway to
            Distributors, and end users.

      1.18  "Object Code" means software, including all computer programming
            code in binary form, that is directly executable by a computer after
            suitable processing but without the intervening steps of compilation
            or assembly, and all help, message, overlay files and all
            documentation related thereto, whether in electronic or hard copy
            form.

      1.19  "OEM" or "Original Equipment Manufacturer" means any Party that
            licenses a software product and then re-labels that product or
            packages that product with other products for distribution.


                                                                               2
<PAGE>

      1.20  "Phase" means any of the various segments or portions into which a
            Project is divided, as described in a Statement of Work, if
            applicable.

      1.21  "Product Acceptance" means the process governing Gateway's
            evaluation and acceptance of the eSoft Deliverables, as that Product
            Acceptance process is set forth herein.

      1.22  "Project" means the development effort described in a Statement of
            Work, through and including acceptance by Gateway.

      1.23  "Source Code" means the software code from which Object Code is
            compiled. Source Code includes the commented software source code
            and design documentation for the relevant software, as well as other
            materials, in both machine readable and hard-copy form, that are
            used to develop or test the software. Source Code includes, for
            example, relevant electronically readable source documentation,
            design documents, data models, help materials, tutorial programs and
            any information or programs necessary to compile the Source Code
            into executable, fully-functioning Object Code.

      1.24  "Statement of Work" means a document agreed upon and executed by the
            Parties that sets for the terms and conditions related to certain
            development work or other consulting services provided by eSoft to
            Gateway hereunder.

      1.25  "Subsidiary" means any legal entity, more than fifty percent (50%)
            of whose outstanding shares or securities representing the right to
            vote for the election of directors or other managing authority are,
            now or hereafter, owned or controlled, directly or indirectly, by a
            Party (but only so long as such conditions exist).

      1.26  "Support" means the ongoing support and maintenance obligations for
            the eSoft Software described herein, which services eSoft will
            provide to Gateway.

      1.27  "Technical Documentation" means any engineering and interface
            documentation in connection with eSoft Software or Managed Services,
            including any Translations and Derivative Works therefrom.

      1.28  "Territory" means those geographic markets into which the Gateway
            may market and license the eSoft Software and Managed Services.

      1.29  "Translations" means any translations of the eSoft Software from one
            language or dialect into another.

      1.30  "Upgrade" means products, features and developments (including Major
            Releases) which enhance or complement the functionality of the eSoft
            Software, which result from the Independent Development activities
            of or on behalf of eSoft.

2.    OWNERSHIP

      2.1   Ownership of eSoft Software. As between the parties, Gateway
            acknowledges and agrees that nothing in this Agreement grants any
            ownership right to Gateway in or to the eSoft Software. All right,
            title and interest in the eSoft Software shall be deemed to vest in
            eSoft.

      2.2   Ownership of the Gateway Product(s). As between the parties, eSoft
            acknowledges and agrees that nothing in this Agreement grants any
            ownership right to eSoft in or to the Gateway Product(s).
            Accordingly, eSoft acknowledges and agrees that Gateway owns


                                                                               3
<PAGE>

            and shall own all right, title, and interest in and to all Gateway
            Products, whether now existing or hereafter created.

3.    LICENSES

      3.1   eSoft Software. Subject to the terms and conditions of this
            Agreement, including, but not limited to the distribution provisions
            in Section 4 below, eSoft hereby grants to Gateway a nonexclusive,
            royalty-bearing, irrevocable (except for material breach),
            perpetual, transferable license under eSoft's Intellectual Property
            Rights in the eSoft Software (as defined in Exhibit A) and
            Enhancements, to make, use, copy, translate, perform, display, and
            to distribute the eSoft Software, Enhancements, or Derivative Works
            therefrom (directly or indirectly) in Object Code form, as installed
            upon or sold as a [...***...] Gateway Products; and to make, use,
            sell, offer for sale, import and export Gateway Products that
            include a pre-installed version of the Licensed Products, and to
            sublicense any of the foregoing rights with the right to grant
            further sublicenses in the Territory set forth in Exhibit A. The
            foregoing notwithstanding, Gateway agrees that it shall not have the
            right to distribute the eSoft Software on a [...***...] basis,
            except that: (i) Gateway shall have the right to distribute
            Enhancements, Upgrades, and Major Releases on a stand-alone basis to
            its Distributors and end-users for use on a Gateway Product that was
            initially purchased as a bundle that included a Licensed Product;
            and (ii) Gateway may distribute on a stand-alone basis media
            containing a Licensed Product to its Distributors or end-users as a
            backup copy or a replacement for defective media initially received
            by such Distributors or end-users.

      3.2   eSoft Technical Information and Technical Documentation. Subject to
            the terms and conditions of this Agreement, eSoft hereby grants to
            Gateway a nonexclusive, irrevocable (except for material breach),
            non-royalty bearing, perpetual, transferable license under eSoft's
            Intellectual Property Rights to make, use, copy, perform, display
            and create Derivative Works from the eSoft Technical Information and
            Technical Documentation and to sell and distribute the Technical
            Documentation and Derivative Works therefrom, whether directly or
            indirectly, and to sublicense any of the foregoing rights with the
            right to grant further sublicenses.

      3.3   License to Gateway for Managed Services. eSoft agrees to grant to
            Gateway a nonexclusive, transferable, license under eSoft
            Intellectual Property Rights to use, market and sell the Managed
            Services as described in Exhibit A.

      3.4   No Trademark Licenses. Nothing in this Agreement grants to either
            Party any express or implied license or obligation to use any of the
            other Party's trademarks, service marks, trade names, logos, or any
            other corporate or product identifier of the other Party without the
            other Party's express prior written permission. The Parties will
            negotiate in good faith and complete within a reasonable time after
            the execution of this Agreement, a mutually agreeable trademark
            license agreement.

      3.5   Reservation of Rights. All rights not expressly granted in this
            Agreement are reserved to the owner, and no other licenses are
            granted by implication, estoppel, or otherwise.

      3.6   Restriction on Manner, Market Segment, Territory, or Media. Gateway
            may distribute and have distributed Licensed Products (a) directly
            to any end-user or indirectly through Gateway's Distributors; (b) in
            the Territory specified in Exhibit A, (c) for use with any operating
            system, microprocessor architecture or platform and (d) in or
            through any and all media or manner of delivery, whether now
            existing or hereafter devised, including but not limited to
            diskette, CD-ROM, DVD, or other fixed storage media or via the
            Internet or any variation to or successor thereof, or any intranet,
            extranet or computer network of any kind.

***CONFIDENTIAL TREATMENT REQUESTED
                                                                               4
<PAGE>

4.    COMPENSATION. Subject to eSoft's compliance with the terms and conditions
      of this Agreement, and subject to Section 8 below, in consideration for
      the rights and licenses granted by eSoft and the obligations assumed
      hereunder, Gateway will compensate eSoft as follows:

      4.1   Software License and Royalty Fees. The license fee royalties
            applicable to the license grants set forth in Sections 3.1 and 3.2
            above shall be payable on a quarterly basis in arrears and shall be
            paid in accordance with the License Fee schedule set forth on
            Exhibit A attached hereto for each Gateway end-user that pays a
            [...***...] subscription fee that includes a license to the eSoft
            Software. Gateway shall submit a quarterly report indicating the
            number of end-users who paid a [...***...] subscription fee that
            includes licenses to the eSoft Software during the prior quarter.
            Each quarterly report shall specify by Module ID the number of
            licenses included in such [...***...] subscription fees. Payments
            shall be received by eSoft no later than [...***...] days following
            the end of each calendar quarter (e.g. no later than [...***...]).

      4.2   Managed Services Fees. Gateway shall pay on a quarterly basis in
            arrears the Managed Services fees as set forth on Exhibit A attached
            hereto. Such payment shall accompany the License Fee report
            described in 4.1 above.

      4.3   Time and Materials/Consulting Services. Any time and materials or
            consulting services provided under a Statement of Work shall be
            compensated at the rates set forth in Exhibit A attached hereto.
            Such payments shall be made in full within sixty (60) days of
            Gateway's receipt of an invoice from eSoft. Each invoice shall set
            forth the fees specified in Appendix A for the consulting services
            provided, the date such services are rendered, a description of the
            services rendered, the name of the individual consultant rendering
            the services, the dollar amount associated with such services, and
            the Project such services are attributable to. Any invoices received
            more than sixty (60) days after the completion of each Phase of a
            Project (or, if no Project is specified in the applicable Statement
            of Work, more than sixty (60) days after the completion of the
            services described in such invoices), shall not be due and payable.
            Gateway agrees to reimburse eSoft for any pre-approved travel and
            living expenses associated with such activities, using Gateway's
            corporate travel policy, a copy of which is attached hereto as
            Exhibit C.

5.    MOST FAVORED CUSTOMER

      5.1   eSoft agrees to treat Gateway as a most favored customer. eSoft
            represents that all of the license and consulting fees, prices,
            warranties, benefits and other terms set forth hereunder are
            equivalent to or no less favorable than the terms being offered by
            eSoft to its other customers and distributors who order similar or
            lower volumes of the Licensed Product(s). If, during the term of
            this Agreement or any renewal hereof, eSoft agrees to provide more
            favorable terms than are provided hereunder to a customer who orders
            similar or lower volumes of the Licensed Product(s), then this
            Agreement shall be deemed appropriately amended to provide such
            terms to Gateway on a going forward basis. Subject to its
            confidentiality obligations to such customer, eSoft will promptly
            notify Gateway in writing if, during the term of this Agreement, it
            agrees to provide more favorable terms to a customer who orders, or
            commits to order, higher volumes of the Licensed Product(s). Such
            notice will include the nature of the terms offered to such customer
            and the level of commitment made by the customer.

      5.2   eSoft's pertinent records may be examined by an independent third
            party at Gateway's expense under an obligation of confidentiality
            for the purpose of determining eSoft's compliance with this
            Agreement. Such examination shall be conducted during regular
            business hours at eSoft's facilities, with ten (10) days prior
            written notice, and shall be conducted so as not to interfere with
            eSoft's normal business activities. Such examinations will not occur
            more frequently than semi-annually. If any examination reveals that
            eSoft has not been in compliance with the preceding paragraph, eSoft
            shall

***CONFIDENTIAL TREATMENT REQUESTED
                                                                               5
<PAGE>

            promptly (i) provide Gateway with any refund or credits due as
            established during the examination; and (ii) reimburse Gateway for
            any reasonable and actual expenses incurred in connection with the
            examination. If such examination reveals that eSoft has been in
            compliance with the preceding paragraph, Gateway shall bear all
            costs of such examination.

      5.3   It is the intent of the Parties that they will work together in good
            faith, on a non-exclusive basis, to pursue the integration of third
            party, business-to-business application service provider ("ASP")
            software onto a Gateway Product that includes one or more Licensed
            Products. Subject to any confidentiality obligations to third
            parties, each Party will use commercially reasonable efforts to
            notify the other Party of opportunities for integration described in
            the preceding sentence. Without limiting the non-exclusive nature of
            the obligation described in this Section 5.3, eSoft acknowledges and
            agrees that Gateway may elect to pursue opportunities with ASPs on
            its own or with other third parties if Gateway decides, in its sole
            discretion, that it wishes to pursue a strategic relationship with
            such ASP or that the integration of an ASP's software with the eSoft
            Software is commercially or technically impracticable.

6.    SUPPORT AND UPDATES

      6.1   Software and Maintenance Support. During the term of this Agreement,
            in connection with the eSoft Software, eSoft shall provide
            maintenance and support to Gateway in accordance with the provisions
            of Exhibit B, Maintenance and Support Obligations.

      6.2   Quarterly Meetings. During the term of this Agreement, in connection
            with eSoft's maintenance and support obligations, as set forth in
            Exhibit B, eSoft's technical support contact shall meet with
            Gateway's engineering team on at least a quarterly basis to discuss
            possible feature enhancements to the eSoft Software.

      6.3   Error Notification; Upgrades; Major Releases. During the term of
            this Agreement, in connection with eSoft's maintenance and support
            obligations, as set forth in Exhibit B, eSoft shall immediately
            notify Gateway in writing of any bugs or errors it discovers in the
            eSoft Software and must make all reasonable efforts to correct any
            such bugs or errors in an expedient fashion. In addition, eSoft will
            also use reasonable efforts to continually increase the features and
            improve the quality, utility, efficiency and reliability of the
            eSoft Software via Upgrades. eSoft will provide all Enhancements to
            Gateway at no additional charge within a reasonable time after they
            are available, but in no event later than thirty (30) days before
            eSoft makes such Enhancements generally available. eSoft agrees to
            advise Gateway of any Upgrade or Major Release at least ninety (90)
            days prior to the scheduled release date of such Upgrade or Major
            Release. Unless eSoft distributes such Enhancement, Upgrade or Major
            Release through a software download or other electronic means, eSoft
            also agrees to provide Gateway, at no additional charge, with a
            golden master diskette, CD or DVD ROM of each Enhancement, Upgrade
            or Major Release at least sixty (60) days before eSoft releases it
            for general availability.

7.    TRAINING AND CONSULTING

      7.1   Training and Support Services. During the term of this Agreement, at
            Gateway's request, eSoft shall provide training services to Gateway
            in accordance with Exhibit B, Maintenance and Support Obligations.

      7.2   Consulting. To the extent that Gateway requires consulting services
            to be performed by eSoft, such consulting services shall be
            addressed in a Statement of Work. Each Statement of Work shall be
            numbered sequentially, such as "Statement of Work #1," "Statement of
            Work #2," etc.


                                                                               6
<PAGE>

      7.3   Ownership of Work Product. Each Statement of Work shall specify
            whether each item of work product that is produced under such
            Statement of Work is a Gateway Deliverable or an eSoft Deliverable.
            Subject to the terms and conditions of this Agreement, eSoft hereby
            grants to Gateway a nonexclusive, royalty-bearing, irrevocable
            (except for material breach), perpetual, transferable license under
            eSoft's Intellectual Property Rights in the eSoft Deliverables to
            make, use, copy, translate, perform, display, and to distribute the
            eSoft Deliverables or Derivative Works created therefrom (directly
            or indirectly); and to make, use, sell, offer for sale, import and
            export Gateway Products that include a pre-installed version of any
            eSoft Deliverable; and to sublicense any of the foregoing rights
            with the right to grant further sublicenses in the Territory set
            forth in Exhibit A. Upon payment of all fees related to each Gateway
            Deliverable, Gateway shall own all right, title and interest in and
            to all Gateway Deliverables. All Gateway Deliverables shall be
            deemed "works made for hire," and shall be owned by Gateway for its
            own internal use. To the extent that any Gateway Deliverable may
            not, by operation of law, be deemed a "work made for hire," eSoft
            hereby assigns to Gateway all right, title and interest in and to
            all Gateway Deliverables, including all copyrights and other
            intellectual property rights inherent therein or related thereto.
            eSoft does not convey nor does Gateway obtain any right in any
            pre-existing materials proprietary to eSoft which eSoft may utilize
            or provide pursuant to the consulting services, or other materials
            [...***...] for, or [...***...] by, Gateway under this Agreement,
            except as otherwise agreed upon in writing by the Parties. eSoft
            shall be free to use its general knowledge, skills and experience
            and any ideas, concepts, know-how and techniques related to eSoft's
            general consulting services in the course of providing consulting
            services. The Parties will cooperate with each other to execute any
            documents necessary to achieve the objectives of this Section 7.3.

8.    PRODUCT ACCEPTANCE. With respect to the eSoft Software or eSoft
      Deliverables developed pursuant to the Statement of Work, the provisions
      governing acceptance of such eSoft Software or eSoft Deliverables are as
      follows:

      8.1   Initial Response. Upon receipt by Gateway of any eSoft Software or
            eSoft Deliverable, Gateway has [...***...] working days in which to
            reject or accept the eSoft Software or eSoft Deliverable. During
            this period, Gateway will evaluate the eSoft Software or eSoft
            Deliverable and test it against the relevant Statement of Work,
            warranty or specifications, as applicable. The foregoing
            notwithstanding, during such [...***...] day period, Gateway shall
            provide eSoft with sufficient constructive feedback to enable eSoft
            to assess the breadth of the issue identified by Gateway.

      8.2   Acceptance.

            8.2.1 Acceptance of eSoft Software. Gateway shall accept or reject
                  eSoft Software within the Initial Response time period defined
                  in 8.1 above using the absence of Fatal or Severe Impact
                  errors (as defined in Exhibit B) as the basis for Acceptance.
                  If no Fatal or Severe Impact errors exist as defined in
                  Exhibit B, the eSoft Software shall be declared Accepted.

            8.2.2 Acceptance of eSoft Deliverables. Gateway shall accept or
                  reject the eSoft Deliverables using the Acceptance Test plan
                  set forth in the applicable Statement of Work.

      8.3   Rejection. If Gateway determines that the eSoft Software and/or
            eSoft Deliverables do not meet the criteria defined in Section 8.2
            above, and Gateway rejects either the eSoft Software or eSoft
            Deliverable, Gateway will provide written notice to eSoft as to the
            issues precluding Acceptance, and shall specify the nature of the
            defect, and the terms and conditions set forth below shall apply to
            such rejection.

***CONFIDENTIAL TREATMENT REQUESTED
                                                                               7
<PAGE>

            8.3.1 Intent To Correct. If Gateway provides eSoft with written
                  notice of rejection, eSoft must respond to Gateway within
                  [...***...] working days of receiving that notice by
                  communicating its intent to correct the eSoft Deliverable.

            8.3.2 eSoft's Cure. After providing notice to Gateway of its intent
                  to correct the rejected eSoft Deliverable, eSoft has
                  [...***...] working days from the date of its receipt of
                  Gateway's notice of initial rejection, or such other period of
                  time agreed upon by Gateway, to correct the eSoft Deliverable
                  and to submit the corrected version to Gateway for acceptance
                  under the provisions set forth in this Section 8. Any
                  resubmission of an eSoft Deliverable by eSoft must be made in
                  good faith and must evidence substantial directed efforts to
                  correct Gateway's identified basis of the defect.

9.    TERM AND TERMINATION

      9.1   Term. The Agreement will be effective for five (5) years ("Initial
            Term") from the Effective Date of the Agreement. Thereafter, the
            Parties may mutually agree in writing to renew the Agreement for
            successive one (1) year terms at least thirty (30) days prior to the
            end of the Initial Term or any renewal terms thereof.

      9.2   Breach, Cure and Termination. If either Party breaches any material
            term or condition of this Agreement, including, but not limited to
            the failure of the eSoft Deliverables to satisfy eSoft's warranty
            obligations herein, the other Party may terminate this Agreement if
            any such breach remains uncured more than thirty (30) days following
            receipt of written notice of such breach by the non-breaching Party.
            However, if such breach cannot reasonably be cured within such
            thirty (30)-day period, upon notice by the breaching Party of such
            fact and demonstration by such Party of all diligent efforts to cure
            within that period, [...***...] for a period agreed upon by the
            non-breaching Party. Additionally, either Party may terminate this
            Agreement for cause immediately if the other Party (a) files or has
            filed against it a petition in bankruptcy, (b) has a receiver
            appointed to handle its assets or affairs, or (c) makes or attempts
            to make an assignment for the benefit of creditors.

10.   CONFIDENTIALITY AND NONDISCLOSURE

      10.1  Confidential Information. All Confidential Information disclosed by
            a Party under this Agreement shall be treated in accordance with the
            CDA, which agreement is hereby incorporated by reference into this
            Agreement. If the term of this Agreement exceeds the term of the
            CDA, the term of the CDA shall be extended such that the CDA is
            coterminous with this Agreement. Any breach of the CDA shall be
            deemed a breach of this Agreement.

      10.2  Announcement. Notwithstanding 10.1 above, the Parties agree to
            develop and announce a mutually-agreeable timely press release
            relating to this Agreement, and Gateway agrees that its name may be
            used in conjunction with eSoft's customer list. Other than such
            agreed upon press release and the scope of the contents of such
            press release, neither Party shall, without the prior written
            consent of the other Party, disclose the terms and conditions of
            this Agreement or advertise or release any publicity regarding the
            contents of this Agreement. This provision shall survive termination
            of this Agreement. Breach of this provision by eSoft shall be
            considered a material breach of this Agreement and Gateway may
            terminate this Agreement immediately upon delivery of notice to
            eSoft and without further liability to it.

      10.3  Privacy. eSoft acknowledges the importance Gateway places on
            protecting the privacy of its end users. Accordingly, eSoft shall
            use its best efforts to safeguard any individually identifiable data
            acquired from or about end users, including without limitation,
            names,

***CONFIDENTIAL TREATMENT REQUESTED

                                                                               8
<PAGE>

            addresses, or credit information, against unauthorized access or
            use. In addition, eSoft shall not, without Gateway's prior written
            consent, use, sell, license, lease or otherwise transfer such data
            to any third party, or export such data to any location outside of
            the country in which eSoft acquired such data. [...***...], eSoft
            shall: (i) allow each end user to access any data eSoft may have
            regarding such end user; (ii) allow each end user to correct any
            incorrect or incomplete data regarding such end user; (iii) comply
            with any request by an end user to remove such end user's name from
            the customer lists maintained by eSoft; and (iv) upon receipt of a
            request as described in clause (iii), [...***...]. Upon the
            expiration or earlier termination of this Agreement, eSoft shall
            return to Gateway all lists and other data regarding end users then
            in eSoft's possession. eSoft shall not retain any copies of such
            data in hard copy or electronic form. Gateway acknowledges that the
            eSoft Software uses an [...***...] mechanism through which eSoft
            will gather [...***...] data from Gateway's end users. Gateway
            agrees that the distribution to such end users [...***...] of
            Enhancements, Upgrades, or Major Releases as a result of the data
            gathered through this [...***...] mechanism is authorized under this
            Section 10.3; provided, however, that the [...***...] data eSoft
            gathers from such mechanism is subject to the restrictions set forth
            herein.

11.   REPRESENTATIONS AND WARRANTIES; DISCLAIMER

      11.1  Representations and Warranties of eSoft Ownership and Title. eSoft
            represents and warrants to Gateway that it: (a) owns and will own
            all right, title, and interest in and to, or has or will have the
            right to grant the licenses granted under this Agreement,
            specifically including, but not limited to the eSoft Software,
            Upgrades, Major Releases, Technical Documentation and eSoft
            Deliverables and (b) it has full legal right and authority to enter
            into this Agreement, to fulfill its obligations, and to grant the
            licenses and sublicenses under this Agreement.

      11.2  eSoft Limited Product Warranty. In addition to its representations
            and warranties in Section 11.1, eSoft represents and warrants as
            follows:

           11.2.1 Conformity. eSoft represents and warrants that the eSoft
                  Software will conform in all material respects with: (a) the
                  specifications listed in Exhibit A or other specifications
                  agreed upon by the Parties, (b) the Technical Documentation
                  for eSoft Deliverables, and (c) all warranties in this Section
                  11.

           11.2.2 Year 2000. eSoft represents and warrants that all eSoft
                  Software have been tested to be fully "Year 2000 capable." For
                  purposes of this Agreement, "Year 2000 capable" means that all
                  eSoft Software, Upgrades, and Major Releases supplied to
                  Gateway by under the terms and conditions of this Agreement
                  are designed and intended to be used prior to, during, and
                  after the calendar year 2000A.D. eSoft further represents and
                  warrants that all such products, individually and in
                  combination, will operate during each such time period without
                  error relating to date data, specifically including, but not
                  limited to, any error resulting from, relating to, or the
                  product of, date data which represents or references different
                  centuries or more than one century and any errors resulting
                  from or relating to calculations, processing or sequencing
                  employing date data. eSoft further represents and warrants
                  that none of the Licensed Products use proprietary table
                  calculations in resolving year 2000 date data values.

           11.2.3 Viruses and Nonfunctional Code. eSoft represents and warrants
                  that the eSoft Software will contain no viruses, worms or
                  other harmful code.

           11.2.4 Media. eSoft represents and warrants that the media upon
                  which the eSoft Software is furnished, if any, will be free
                  from defects in material and workmanship. If any of the media
                  are found to be defective, eSoft, at its option,

***CONFIDENTIAL TREATMENT REQUESTED
                                                                               9
<PAGE>

                  will replace or repair such media at no charge except as set
                  forth below, provided that Gateway delivers the defective
                  media to eSoft. eSoft may repair the defective media or
                  replace it with new media, and the returned defective media
                  will become eSoft's property. eSoft warrants that the repaired
                  or replaced covered media will be free from defects in
                  material and workmanship for a period of [...***...] days from
                  the return shipping date. This limited warranty does not cover
                  replacement of media damaged in the process of being installed
                  or by abuse, accident, misuse, neglect, alteration, repair,
                  disaster, improper installation or improper testing.

           11.2.5 Consulting Services. eSoft represents and warrants that all
                  consulting services shall be performed in a timely,
                  professional, and workmanlike manner in accordance with
                  applicable commercial standards and the best practices
                  generally observed in the industry for similar professional
                  services. eSoft further represents and warrants that all eSoft
                  Deliverables and Gateway Deliverables shall (i) conform with
                  all documentation related thereto and all specifications set
                  forth in the applicable Statement of Work.

           11.2.6 Compliance with Law. eSoft represents and warrants that all
                  eSoft Software, consulting services performed by eSoft
                  hereunder shall comply with any applicable law, rule or
                  regulation, and eSoft will have obtained all permits required
                  to comply with such laws and regulations.

      11.3  WARRANTY DISCLAIMER. THE ABOVE LIMITED WARRANTIES ARE IN LIEU OF ANY
            OTHER WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
            BUT NOT LIMITED TO, THOSE FOR MERCHANTABILITY, FITNESS FOR A
            PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL,
            SPECIFICATION, OR SAMPLE.

12.   INDEMNIFICATION, LIMITATION OF LIABILITY AND LIABILITY CAP

      12.1  Indemnification for Claims Other than IP Claims. eSoft agrees to
            defend, indemnify, and hold Gateway harmless against any loss, cost,
            liability, and expense (including reasonable attorneys' fees and
            costs) relating to any action or claim brought or threatened against
            Gateway or its Distributors or customers arising from defects or
            alleged defects in the eSoft Software or eSoft Deliverables or any
            breach by eSoft of this Agreement, provided that Gateway shall: (i)
            provide eSoft with prompt written notice of such claim or action,
            (ii) have the opportunity to participate in the defense or
            settlement of such claim or action, specifically, eSoft shall not
            enter into any settlement without the prior written consent of
            Gateway, and (iii) provide reasonable information and assistance in
            the defense and/or settlement of any such claim or action. Gateway
            agrees that eSoft shall have the right to control the defense of
            such claims or litigation. The foregoing notwithstanding, eSoft's
            indemnification obligation hereunder shall specifically exclude
            [...***...], as set forth in the Statement of Work, which
            liabilities would not have arisen but for [...***...].

      12.2  Indemnification for IP Claims and Breach of Representation or
            Warranty.

           12.2.1 Indemnity. eSoft agrees to defend, indemnify, and hold
                  Gateway harmless against any loss, cost, liability, and
                  expense (including reasonable attorneys' fees and costs)
                  arising from any action or claim brought or threatened against
                  Gateway or its Distributors or customers: (i) alleging that
                  any Licensed Product, Gateway Deliverable or any Derivative
                  Work of any of the foregoing infringe any patent, copyright,
                  trademark, trade secret, or other intellectual property or
                  proprietary right of any third party, (ii) which occurs as a
                  result of a breach or alleged breach by eSoft of any
                  representation or warranty herein, or (iii) which

***CONFIDENTIAL TREATMENT REQUESTED
                                                                              10
<PAGE>

                  occurs as a result of any negligence or willful misconduct by
                  eSoft, its employees, agents or contractors, or (iv) which
                  occurs as a result of any use by Gateway of any Licensed
                  Product or Gateway Deliverable, or any Derivative Works
                  thereof, provided that Gateway shall: (i) provide eSoft with
                  prompt written notice of such claim or action, (ii) have the
                  opportunity to participate in the defense or settlement of
                  such claim or action, specifically, eSoft shall not enter into
                  any settlement without the prior written consent of Gateway,
                  and (iii) provide reasonable information and assistance in the
                  defense and/or settlement of any such claim or action. Gateway
                  agrees that eSoft shall have the right to control the defense
                  of such claims or litigation. The foregoing notwithstanding,
                  eSoft's indemnification obligation hereunder shall
                  specifically exclude [...***...], as set forth in the
                  Statement of Work, which liabilities would not have arisen but
                  for [...***...].

           12.2.2 Remedy. In addition to and without limiting the rights set
                  forth herein, in the event that any Licensed Product or
                  Gateway Deliverables are held to constitute such an
                  infringement, eSoft, at its expense, will either (i) obtain
                  for Gateway or its Distributor or customer the right to
                  continue to use such Licensed Product or Gateway Deliverable
                  as contemplated herein, (ii) modify such Licensed Product or
                  Gateway Deliverable so that it becomes non-infringing, but
                  without materially altering its functionality, (iii) replace
                  such Licensed Product or Gateway Deliverable with a
                  functionally equivalent non-infringing Licensed Product or
                  Gateway Deliverable, or (iv) refund to Gateway all license
                  fees paid on a [...***...] schedule.

      12.3  LIMITATION OF LIABILITY. EXCEPT FOR ESOFT'S INDEMNIFICATION
            OBLIGATIONS HEREUNDER, AND THE REMEDY SET FORTH IN SECTION 12.2.2,
            LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO
            [...***...] DAMAGES AND NEITHER PARTY WILL HAVE ANY LIABILITY FOR
            ANY [...***...] DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING,
            [...***...] DAMAGES), INCLUDING, BUT NOT LIMITED TO, [...***...],
            IRRESPECTIVE OF WHETHER THE PARTY HAS ADVANCE NOTICE OF THE
            POSSIBILITY OF ANY SUCH DAMAGES.

      12.4  LIABILITY CAP. EXCEPT FOR ESOFT'S INDEMNIFICATION OBLIGATIONS
            HEREUNDER, AND THE REMEDY SET FORTH IN SECTION 12.2.2, IN NO
            EVENT WILL EITHER PARTY'S LIABILITY TO THE OTHER PARTY UNDER THIS
            AGREEMENT EXCEED THE GREATER OF: (i) ALL AMOUNTS PAID BY GATEWAY
            TO ESOFT UNDER THIS AGREEMENT, OR (ii) THE AMOUNT OF [...***...].

13.   INSURANCE

      13.1  Coverages. eSoft shall, and shall require its employees, agents and
            subcontractors, to secure and maintain at its own expense, the
            following insurance with companies satisfactory and acceptable to
            Gateway and shall furnish to Gateway certificates evidencing such
            insurance prior to commencing work at Gateway's premises and
            thereafter as required by Gateway. Such certificates shall contain a
            provision whereby the policy and/or policies shall not be canceled
            or altered without at least thirty (30) days' prior written notice
            to Gateway. eSoft will provide Gateway certificates evidencing such
            increased coverages within thirty (30) days of the effective date of
            the applicable policy.

           13.1.1 Workers' Compensation and Employer's Liability Insurance
                  covering Company Employees which shall fully comply with the
                  statutory requirements of all state laws as well as federal
                  laws which may be applicable.

           13.1.2 Comprehensive General Liability Insurance with a general
                  aggregate of [...***...].

           13.1.3 Automobile Liability Insurance covering all owned and
                  non-owned vehicles and equipment used by eSoft with a minimum
                  combined single limit of [...***...].

***CONFIDENTIAL TREATMENT REQUESTED
                                                                              11
<PAGE>

           13.1.4 Umbrella Liability Insurance coverage with a minimum combined
                  single and aggregate limit of [...***...].

           13.1.5 Errors and Omissions Insurance with a minimum combined single
                  and aggregate limit of [...***...].

           13.1.6 Product Liability Insurance with a combined single and
                  aggregate limit of [...***...].

      13.2  Additional Insured. Every contract of insurance obtained by eSoft
            hereunder shall name Gateway as an additional insured therein.

14.   MISCELLANEOUS

      14.1  Governing Law. Any claim arising under or relating to this Agreement
            will be governed by the internal substantive laws of the State of
            New York, without regard to principles of conflict of laws.

      14.2  Dispute Resolution. All disputes arising directly under the express
            terms of this Agreement or the grounds for termination thereof will
            be resolved as follows: The senior management of both parties will
            meet to attempt to resolve such disputes. If the disputes cannot be
            resolved by the senior management, either Party may make a written
            demand for formal dispute resolution and specify therein the scope
            of the dispute. Within [...***...] days after such written
            notification, the parties agree to meet for one (1) day with an
            impartial mediator and consider dispute resolution alternatives
            other than litigation. If an alternative method of dispute
            resolution is not agreed upon within [...***...] days after the one
            (1) day mediation, either Party may begin litigation proceedings.
            This Section 14.2 shall not be construed to prevent a Party from
            instituting, and a Party is authorized to institute, formal
            proceedings earlier than indicated in the foregoing (i) to avoid the
            expiration of any applicable limitations period, (ii) to preserve a
            superior position with respect to other creditors, or (iii) seek
            injunctive relief to prevent an irreparable harm, including harm
            caused by a breach of confidentiality as set forth in Section 10.

      14.3  Entire Agreement. This document, including attachments, constitutes
            the entire agreement between the parties with respect to the subject
            matter hereof, and merges and supersedes all prior and
            contemporaneous negotiations and agreements. Neither of the parties
            shall be bound by any conditions, definitions, warranties,
            understandings, or representations with respect to the subject
            matter hereof other than as expressly provided herein. The section
            headings contained in this Agreement are for reference purposes only
            and shall not affect in any way the meaning or interpretation of
            this Agreement. No oral explanation or oral information by either
            party hereto shall alter the meaning or interpretation of this
            Agreement. No modification or amendment to this Agreement, nor any
            waiver of any rights, will be effective unless assented to in
            writing by both parties, and the waiver of any breach or default
            will not constitute a waiver of any other right hereunder or any
            subsequent breach or default. In the event of any conflict between
            the terms of the main text of this Agreement and the attached
            Exhibits, the terms of the main text will control.

      14.4  Assignment. [...***...] may assign its rights or delegate its
            obligations or any part thereof under this Agreement without prior
            consent from the other Party. In the event of any such assignment,
            the Parties shall ensure that the assignee agrees in writing to
            fully comply with the terms and conditions of this Agreement. Except
            as provided above, the terms and conditions of this Agreement shall
            bind and inure to each party's successors and assigns.

***CONFIDENTIAL TREATMENT REQUESTED
                                                                              12
<PAGE>

      14.5  Force Majeure. Neither Party will be liable for any failure to
            perform due to unforeseen circumstances or causes beyond the
            parties' reasonable control, including, but not limited to, acts of
            God, war, riot, embargoes, acts of civil or military authorities,
            earthquakes, fire, flood, and accident. In the event of force
            majeure, the delayed party's time for delivery or other performance
            will be extended for a period equal to the duration of the delay
            caused thereby; provided, however, that if such inability to perform
            continues for more than fifteen (15) days, the other party may
            terminate this Agreement without penalty and without further notice.

      14.6  Independent Development. This Agreement does not preclude Gateway or
            eSoft from (i) evaluating or acquiring similar technologies or
            products from third parties not a party to this Agreement, (ii)
            independently developing similar technologies or products without
            access to or use of Confidential Information, (iii) distributing or
            marketing similar technologies or products, or making and entering
            into similar arrangements with other companies so long as such Party
            does not violate its confidentiality obligations hereunder, infringe
            or misappropriate any intellectual property rights of the other
            party, or affect either party's ability to comply with the
            obligations set forth in this Agreement. Neither party is obligated
            by this Agreement to make such products or technologies available to
            the other.

      14.7  Employment of Personnel. The parties agree that neither party shall
            hire employees of the other party who were directly involved in the
            Project for the duration of the Agreement, without the prior written
            consent of the other party. The foregoing notwithstanding,
            [...***...].

      14.8  Relationship of the Parties. Neither Party hereto will be deemed the
            agent or legal representative of the other for any purpose
            whatsoever and each Party will act as an independent contractor with
            regard to the other in its performance under this Agreement. Nothing
            herein will authorize either Party to create any obligation or
            responsibility whatsoever, express or implied, on behalf of the
            other or to bind the other in any manner, or to make any
            representation, commitment or warranty on behalf of the other.

      14.9  Notices. Any notice required or permitted to be given under this
            Agreement will be effective if it is in writing and sent by regular
            and certified mail, return receipt requested, to the appropriate
            Party hereto at the address set forth below and with the appropriate
            postage affixed. Either Party may change its address for receipt of
            notice by notice to the other Party in accordance with this section.
            Notices will be deemed given upon receipt if sent via facsimile or
            within five (5) days of mailing if sent via regular and certified
            mail, return receipt requested.

            If to eSoft:                      eSoft, Inc.
                                              295 Interlocken Boulevard
                                              Suite 500
                                              Broomfield, Colorado 80021
                                              Attn: General Counsel

            If to Gateway:                    Gateway, Inc.
                                              4545 Towne Centre Court
                                              San Diego, CA 92121
                                              Attn: General Counsel

      14.10 Export. Neither party will export, either directly or indirectly,
            any software or technical information, without first obtaining any
            required license or other approval from the U.S. Department of
            Commerce or any other agency or department of the United States
            Government. eSoft shall provide Gateway with the U.S. Export Control
            Classification Number ("ECCN") for each item that Gateway licenses
            or purchases from eSoft by

***CONFIDENTIAL TREATMENT REQUESTED
                                                                              13
<PAGE>

            completing and returning to Gateway Exhibit D, attached hereto and
            incorporated herein by reference. Such information shall be provided
            prior to fulfillment of the first order for a given item. For any
            and all instances in which eSoft does not have the ECCN and cannot
            obtain it by reasonable efforts or by filing an ECCN classification
            request with the U.S. Department of Commerce, eSoft agrees to
            respond diligently to Gateway's requests for sufficient information
            to enable Gateway to determine the correct ECCN for the item. eSoft
            shall provide Gateway with written advance notice of changes to any
            of the information provided to Gateway pursuant to this clause.

      14.11 Survival. Unless otherwise provided herein, all of the provisions of
            Sections 1, 2, 3, 9, 10, 11, 12, and 14 and all other provisions
            that expressly survive will survive the expiration or termination of
            this Agreement.

      14.12 Interpretation. This Agreement, including all Exhibits, has been
            negotiated at arms length and between persons sophisticated and
            knowledgeable in the matters dealt with in this Agreement.
            Accordingly, any rule of law or legal decision that would require
            interpretation of any ambiguities in this Agreement against the
            Party that has drafted it is not applicable and is waived.

      14.13 Severability. All rights and remedies, whether conferred hereunder
            or by any other instrument or law, will be cumulative and may be
            exercised singularly or concurrently. The failure of any Party to
            enforce any of the provisions hereof will not be construed to be a
            waiver of the right of that Party thereafter to enforce such
            provisions or any other provisions hereof. The terms and conditions
            stated herein are declared to be severable. If any provision or
            provisions of this Agreement will be held to be invalid, illegal, or
            unenforceable, the validity, legality, and enforceability of the
            remaining provisions will not in any way be affected or impaired
            thereby.

      14.14 Counterparts. This Agreement may be executed in several
            counterparts, each of which will be deemed an original, but all of
            which together will constitute one and the same instrument.

AGREED TO AND ACCEPTED:

Gateway, Inc.                             eSoft, Inc.


By: /s/ Peter B. Ashkin                   By: /s/ Jeff Finn
    -------------------------                 ----------------------------

Printed Name: Peter B. Ashkin             Printed Name: Jeff Finn
              ---------------                           ------------------
Title: SVP                                Title: Pres. & CEO
       ----------------------                    -------------------------
Date: 2/22/2000                           Date: 2/22/00
      -----------------------                   --------------------------


                                                                              14
<PAGE>

                                    EXHIBIT A

                              License Fee Schedule

eSoft Software License Fees

The following schedule contains pricing and projected availability dates for the
standard eSoft Software modules. These prices reflect the license fees due and
payable by Gateway to eSoft. For any OEM customizations, local country/language
translations/localizations, or support for custom hardware features, eSoft will
develop a mutually agreed Statement of Work to define and estimate such
activities. The following schedule is subject to change from time to time due to
the availability and release of new software modules and functions.


--------------------------------------------------------------------------------
                                                                     Projected
                                             Required  [...***...]  Availability
 Module ID               Module Name          Modules  License Fee      Date
--------------------------------------------------------------------------------
[...***...]  [...***...]                       None    [...***...]    Q2 2000
--------------------------------------------------------------------------------
  Rph-EMS    Enhanced E-Mail Server           Rph-GW   [...***...]    Q2 2000
--------------------------------------------------------------------------------
  Rph-EFS    Enhanced Firewall                Rph-GW   [...***...]    Q2 2000
--------------------------------------------------------------------------------
  Rph-PPTP   Virtual Private Network - PPTP   Rph-GW   [...***...]    Q2 2000
--------------------------------------------------------------------------------
  Rph-VPN    Virtual Private Network - IPSec  Rph-GW   [...***...]    Q2 2000
--------------------------------------------------------------------------------
  Rph-WEB    Enhanced Web Server              Rph-GW   [...***...]    Q3 2000
--------------------------------------------------------------------------------

*The [...***...] License Fee for the [...***...] Module is based on a
[...***...] subscription fee charged to end users of [...***...] or less,
excluding DSL or other Internet access fees. If Gateway increases its
[...***...] subscription fee to end users above [...***...], then the
[...***...] License Fee payable to eSoft for the [...***...] Module shall
increase by an amount equal to [...***...] of the difference between the new end
user [...***...] subscription fee and [...***...].

Managed Service Fees

--------------------------------------------------------------------------------
                                                      Additional
                                                         User
                                          [...***...]     Fee
  Managed                                 Service Fee    (each      Projected
 Services                        Required  (up to 25   add'l 25    Availability
    ID          Description      Modules    users)      users)         Date
--------------------------------------------------------------------------------
 Rph-SF25   URL and content       Rph-GW  [...***...] [...***...]    Q2 2000
            filtering
--------------------------------------------------------------------------------
  Rph-MFS   Managed Firewall      Rph-GW  [...***...] [...***...]    Q3 2000
            Services - Basic     Rph-EFS
--------------------------------------------------------------------------------

***CONFIDENTIAL TREATMENT REQUESTED
                                                                              15
<PAGE>

                                    EXHIBIT A

--------------------------------------------------------------------------------
 Rph-MVPN   Managed VPN           Rph-GW  [...***...] [...***...]    Q3 2000
            Services - Basic     Rph-VPN
--------------------------------------------------------------------------------

Territory

Gateway's territory shall be the following:

             Worldwide

Consulting Fees

The eSoft hourly rate for Consulting Services is set forth below:

--------------------------------------------------------------------------------
    Position/Description                                          Hourly Rate
--------------------------------------------------------------------------------
Senior Engineer                                                   [...***...]
--------------------------------------------------------------------------------
Engineer                                                          [...***...]
--------------------------------------------------------------------------------
Associate Engineer                                                [...***...]
--------------------------------------------------------------------------------
Senior QA Engineer                                                [...***...]
--------------------------------------------------------------------------------
QA Engineer                                                       [...***...]
--------------------------------------------------------------------------------
Senior Project Manager                                            [...***...]
--------------------------------------------------------------------------------
Project Manager                                                   [...***...]
--------------------------------------------------------------------------------
Project Assistant/Administrator                                   [...***...]
--------------------------------------------------------------------------------
User Interface Specialist                                         [...***...]
--------------------------------------------------------------------------------
Security/Encryption Specialist                                    [...***...]
--------------------------------------------------------------------------------
Development Manager                                               [...***...]
--------------------------------------------------------------------------------

***CONFIDENTIAL TREATMENT REQUESTED
                                                                              16
<PAGE>

                                    EXHIBIT B

                       MAINTENANCE AND SUPPORT OBLIGATIONS

eSoft will have the following maintenance and support obligations during the
term of the Agreement:

1.    Training. eSoft shall provide, at no additional cost to Gateway, three
      "train the trainer" training sessions to Gateway personnel at eSoft's
      expense as requested by Gateway. Each training session, which may include
      up to fifteen (15) students, shall cover sales, technical support, and
      engineering issues related to the Licensed Products. Such training would
      be either at Gateway's facility or at eSoft's facility, at the sole
      discretion of Gateway. If at Gateway's location, Gateway would reimburse
      the travel and living expenses associated with the training session, using
      Gateway's contractor travel policy and pre-approved travel. Training dates
      and locations will be mutually agreed to between the Parties prior to
      training. eSoft grants Gateway permission to videotape any and all
      training sessions for use at its facilities worldwide. Thereafter, eSoft
      agrees to provide reasonable training for Upgrades and Major Releases.
      Additional training shall be subject to payment of eSoft's standard fees
      for said training, plus any incidental expenses.

2.    Maintenance and Routine Support. During the term of this Agreement, for
      Licensed Products marketed and distributed by Gateway, eSoft will provide,
      at no additional cost to Gateway, reasonable maintenance and support as
      described in this paragraph 2. eSoft shall supply Gateway with its support
      documentation necessary to enable Gateway to provide first level support
      to Gateway's customers. In addition, eSoft shall permit Gateway on-line
      and other access to the internal buglist for the Licensed Products or an
      equivalent database for the Licensed Products. eSoft shall make
      [...***...] efforts to supply Gateway with second level support for the
      Licensed Products. eSoft shall provide support only to Gateway authorized
      personnel. eSoft will provide telephone responses to Gateway within four
      hours of receipt of Gateway's telephone support questions. eSoft will be
      available to take Gateway's support questions from [...***...] Mountain
      Time (Standard or Daylight during the appropriate season). In addition, an
      eSoft technician will available by pager to provide support on a 24 x 7
      basis. eSoft will provide the contact information for such support to
      Gateway within a reasonable time following the execution of this
      Agreement. eSoft plans to begin offering full technical support on a 24 x7
      basis during the Year 2000 and, when it does so, support will be available
      to Gateway throughout the Territory an a 24 x7 basis at no additional
      charge. If Gateway, in its sole judgment and discretion, determines it
      cannot efficiently or effectively remedy a problem with the Licensed
      Product and/or eSoft Deliverables in supporting its customers, Gateway
      shall furnish eSoft a problem report which shall identify and describe the
      problem using the priority descriptions set forth in the table below. Upon
      receiving a problem report from Gateway and unless the parties otherwise
      agree in writing, eSoft shall respond and correct the problem in
      accordance with the following table.

***CONFIDENTIAL TREATMENT REQUESTED
                                                                              17
<PAGE>

                                    EXHIBIT B

--------------------------------------------------------------------------------
Priority      Description           Written         Patch, work     Formal fix,
                                acknowledgement  around, temporary  update fix,
                                   of problem     fix, bug fix, or  upgrade, or
                                     report        update release   enhancement
                                  delivered to
                                    Gateway
--------------------------------------------------------------------------------
Fatal         Condition which   Within           Constant effort       Within
              precludes all     [...***...]      by highly          [...***...]
              useful work from  from receipt of  qualified eSoft      calendar
              being done        initial notice.  personnel until        days
                                                 relief is
                                                 provided, but not
                                                 more than
                                                 [...***...] from
                                                 receipt of
                                                 initial notice.
--------------------------------------------------------------------------------
Severe Impact Condition which   [...***...]      Constant effort       Within
              precludes one or                   by highly          [...***...]
              more major                         qualified eSoft      calendar
              functions from                     personnel until        days
              being performed                    relief is
                                                 provided, but not
                                                 more than
                                                 [...***...] from
                                                 receipt of
                                                 initial notice.
--------------------------------------------------------------------------------
Degradation   Condition which   [...***...]      [...***...] days      Within
              disables one or                                       [...***...]
              more                                                      days
              non-essential
              functions from
              being performed
--------------------------------------------------------------------------------
Minimal       Any other         [...***...]      [...***...] days      Within
Impact        condition                                             [...***...]
              requiring                                                 days
              correction
--------------------------------------------------------------------------------

3.    Gateway's Obligations. To assist eSoft in providing the most effective
      responsiveness to trouble reporting and solution, within a reasonable time
      following the execution of this Agreement, Gateway will provide access
      (which at Gateway's option, may be on-site at a designated Gateway
      facility) to [...***...] Gateway systems in which the problems can be
      reproduced (if eSoft does not have such systems available), and access to
      Gateway's hardware and software debugging resources, if eSoft so requests.
      The Parties will mutually agree upon the provision of access to any
      additional Gateway Products during the term of this Agreement,

4.    Bug Fixes. If eSoft discovers any bugs in the technology delivered to
      Gateway hereunder, eSoft shall immediately report same in writing to
      Gateway. If eSoft creates a bug fix or maintenance release of the related
      technology, eSoft shall make the bug fix available to Gateway no later
      than it is made available to any other third party.

***CONFIDENTIAL TREATMENT REQUESTED
                                                                              18
<PAGE>

                                    EXHIBIT C

                              GATEWAY TRAVEL POLICY
                           Effective February 1, 2000

All business travel is to be conducted on the most cost effective basis,
consistent with the business requirements of the specific circumstances. It is
the policy of Gateway's to reimburse on a timely basis those actual expenses
that are:

      1.)   Reasonable and necessary
      2.)   Related to the conduct of business for Gateway
      3.)   Properly authorized, and
      4.)   Properly documented

Business travel must be approved by the Project Manager responsible for the
Gateway consulting job.

Gateway reserves the right to change this policy at any time.

eSoft is required to make their own travel arrangements. eSoft must select the
flight and carrier offering the lowest available airfare based upon the
following criteria: a) business needs of the traveler; b) availability of
nonstop flights; c) lowest priced airport in multiple-airport cities when
practical; and d) routings with the shortest amount of travel time. No business
class or first class travel is permitted on domestic flights (which includes
flights solely within the borders of any country), although travelers may
upgrade at their own expense or through the use of frequent flyer points.
Whenever possible, airline tickets should be purchased 7 - 14 days in advance of
the scheduled travel date to take advantage of discounts. For both domestic and
international flights, prepaid tickets waiting at the airline's check-in counter
are not permitted, except in emergency situations.

AIR TRAVEL - INTERNATIONAL

For all international travel, eSoft must make their own travel arrangements.
eSoft must select the flight and carrier based on the same criteria established
for US travel. All international flights will be coach class unless the cost
differential between coach and business is less than $1,500, and the flying time
between locations is more than four hours. First class travel will not be
reimbursed. Individuals may upgrade at their own expense or through the use of
frequent flyer points. Whenever possible, international airline tickets should
be purchased 21 days in advance of the scheduled travel date to take advantage
of discounts.

LODGING

eSoft should ask the Gateway location they are visiting if they have a preferred
hotel and corporate rate. A consultant is pre-approved for a standard
single-room accommodation. Any upgrades in a room accommodation will be at
consultant's expense. For lodging longer than fifteen (15) consecutive days,
changes in room accommodations will be approved on a case-by-case basis,

The following is a list of preferred hotels which offer corporate rates to
Gateway:

<TABLE>
<CAPTION>
Domestic Gateway Location   Phone Number   Address
--------------------------------------------------------------------------------------
<S>                         <C>            <C>
North Sioux City, SD
Comfort Inn                 605/232-3366   115 Streeter Dr, North Sioux City, SD 57049
Country Suites              605/232-3500   201 Tower Rd, North Sioux City, SD 57049
Marina Inn                  402/494-4000   4th & B Sts, South Sioux City, NE 68776
Riverboat Inn               712/277-9400   701 Gordon Dr, Sioux City, IA 51 1 01
Kansas City, MO
Marriott Downtown           816/421-6800   200 W 12th St, Kansas City, MO 64106
Radisson Suite Hotel        816/221-7000   106 W 12th St, Kansas City, MO 64106
</TABLE>


                                                                              19
<PAGE>

                                    EXHIBIT C

<TABLE>
<S>                         <C>            <C>
Hampton. VA
Holiday Inn                 804/838-0200   1815 W Mercury Blvd, Hampton, VA 23666
Sioux Falls, SD
Best Western Ramkota Inn    605/336-0650   2400 N Louise Ave, Sioux Falls, SD
Comfort Suites              605/362-9711   3208 Carolyn Ave, Sioux Falls, SD
Fairfield Inn by Marriott   605/361-2211   4501 W Empire Place, Sioux Falls, SD
San Diego, CA
Hyatt Regency LaJolla       858/552-1234   3777 LaJolla Village Drive, San Diego, CA
Marriott LaJolla            858/587-1414   4240 LaJolla Village Drive, San Diego, CA
Embassy Suites LaJolla      858/453-0400   4550 LaJolla Village Drive, San Diego, CA

Orange County, CA
Candlewood Suites                          Lake Forest
Embassy Suites                             Irvine
Residence Inn                              Irvine
Hampton Inn
Hyatt Regency                              Irvine

<CAPTION>
Int'l. Gateway Location     Phone Number   Address
------------------------------------------------------------------------------------------------
<S>                         <C>            <C>
Dublin, Ireland
Conrad International Dublin 35316765555    Earlsfort Terrace, Dublin, Ireland

Sydney, Australia
Stamford North Ryde         6128881077     Epping and Herring Road, Box 368, North Ryde
                                           Sydney, NSW Australia 2113

Singapore
Pan Pacific Singapore       653368111      Marina Square 7 Raffles Blvd., 0103 Singapore SG

Tokyo, Japan
Shinagawa Prince Hotel      0334401111     10-30 Takanawa 4 Chome, Minato-ku Tokyo 108 Japan

Melaka, Malaysia
Riviera Bay Resort MA       063151111      10 KM JLN Tanjung Kling, Malacca 76400 Malaysia
</TABLE>

It is understood that exceptions, approved by the Project Manager responsible
for the Gateway consulting, may be made for a consultant.

RENTAL CARS

Gateway's preferred rental car companies are National (800-CAR-RENT) ID #
5765874 and Hertz Car Rental (619/220-5222) ID# 348179. These rental car
companies should be used by consultant whenever possible under the Gateway
corporate rate. A consultant must refuel the rental vehicle prior to its return.
Refueling by the rental car company is not a reimbursable expense. Gateway will
not reimburse travelers for any traffic or parking violations he/she may incur.
Insurance offered by the car rental agencies is not a reimbursable expense. It
is the responsibility of consultant's company to ensure the consultant has
sufficient insurance coverage for business purposes.

The size of the rental car is based on the amount of travelers. 1 to 4
consultants traveling together may rent a mid-size model; 5 to 6 consultants
traveling together may rent a full-size model; and more than 6 consultants
traveling together may rent a mini-van or 2 mid-size models. Consultants
traveling outside


                                                                              20
<PAGE>

                                    EXHIBIT C

the United States should consider alternate modes of transportation prior to
requesting a rental car. Often times, trains, taxis or buses will be more
efficient and less cost prohibitive.

TRAVEL BY PERSONAL AUTOMOBILE

In the event travel by personal automobile is more cost-effective than another
mode of transportation and is approved by the Project Manager responsible for
the Gateway consulting job, a mileage allowance of $0.31 per mile will be used
to reimburse the consultant for the use of their personal car. This allowance
rate covers all out-of-pocket operating expenses as well as any wear and tear on
the vehicle. Distance will be the actual mileage incurred and indicated on the
consultant's expense report. Gateway will reimburse for travel to/from Gateway's
place of business, but not for personal travel or travel for entertainment.

MEAL EXPENSES

For domestic business, meals will be reimbursed on an actual and reasonable
basis up to the IRS guideline of $36 per day. The current maximum federal per
diem rates for meals and incidental expenses (including laundry expenses, fees
and tips) for Gateway International locations are:

            Sydney, Australia                                   $ 77
            Dublin, Ireland                                     $ 83
            Tokyo, Japan                                        $111
            Yokohama, Japan                                     $107
            Kuala Lumpur, Malaysia                              $ 65
            Melaka, Malaysia                                    $ 49
            Singapore                                           $ 76

When submitting a meal expense for more than 1 person, the names of all
individuals, amounts of the meals and receipts must accompany the invoice,

TELEPHONE

Consultants should be sensitive to the costs associated with making personal
calls and try to limit the calls to less than 15 minutes per day while on
domestic or international business. When practical, phone calls should be made
from the Gateway location. Consultants should not use hotel room phones unless
necessary, as many hotels add a surcharge. Likewise, all business-related faxes
and photocopies should be made at Gateway's facility unless otherwise necessary.

SUPPORTING DOCUMENTATION AND REIMBURSEMENT

Each consultant will provide Gateway with receipts for all reimbursable expenses
submitted for payment in accordance with this policy.

EXAMPLES OF ADDITIONAL REIMBURSABLE EXPENSES

      o     Air freight/Overnight delivery for business purposes
      o     Currency conversion fees
      o     Ground/Air transportation
      o     Laundry/dry cleaning for trips exceeding 7 days only
      o     Parking (with regard to airline flights, consultants should use
            long-term parking at all airport locations for their personal
            automobile or another mode of transportation to get to the airport,
            whichever is more cost effective)
      o     Tips (limited to 15% or an amount that is generally acceptable by
            local custom)
      o     Tolls/Airport fees
      o     Visa/Passport/Consulate fees (Visa fees should be for the length of
            the project only)
      o     Business required inoculations


                                                                              21
<PAGE>

                                    EXHIBIT C

EXAMPLES OF NON REIMBURSABLE EXPENSES

      o     Airline club memberships
      o     Clothing
      o     Personal Expenses (vacation, books, magazine, barbers, toiletries,
            etc.)
      o     Movies, including hotel pay-per-view
      o     No show charges for hotels (situations with extenuating circumstance
            will be reviewed on an individual basis)
      o     Personal entertainment
      o     Traffic and parking fines
      o     Billable hours while traveling (applies to both domestic and
            international travel)
      o     Upgrades of any type (domestic airline tickets, hotel suites, car
            rentals, etc.)
      o     Loss of personal property (responsibility of airline)
      o     Alcoholic beverages
      o     Cost of personal meals before departing on a business trip or after
            returning
      o     All expenses for personal activities that are in conjunction with
            business travel (i.e. stopovers or side trips)


                                                                              22
<PAGE>

                                    EXHIBIT D

                                    ECCN Form

                      INTERNATIONAL TRADE INFORMATION FORM

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                          SUPPLIER SECTION
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                   <C>                   <C>
General Information
-----------------------------------------------------------------------------------------------------------------------------------
1.   Product                          Redphish gateway software              2.   Model/          Rph-GW
     (Hardware/Software):                                                    Version:
-----------------------------------------------------------------------------------------------------------------------------------
3.   Gateway Part #:

-----------------------------------------------------------------------------------------------------------------------------------
4.   Product Description:  Internet gateway software for use in conjunction with Gateway hardware.  Used at customer premise to
     provide shared Internet and email connectivity to local area network users.
-----------------------------------------------------------------------------------------------------------------------------------
5.   Manufacturer/ Supplier           Address:

eSoft, Inc.                           295 Interlocken Blvd., Suite 500, Broomfield, CO 80021
-----------------------------------------------------------------------------------------------------------------------------------
Primary Trade Information
-----------------------------------------------------------------------------------------------------------------------------------
6.   What is the country(ies) of origin?
     [List all countries of origin if product will be sourced from or
     manufactured in multiple locations] United States of America
-----------------------------------------------------------------------------------------------------------------------------------
7.   If country of origin is United States, Mexico, or Canada, is the item NAFTA Qualified?
     (Yes or No)
     [If yes, attach NAFTA Certificate of Origin]  We should be qualified for software only
-----------------------------------------------------------------------------------------------------------------------------------
8.   HTS #:                                                       9.   ECCN #:
                                                                       [Include paragraph/subparagraph if possible]
-----------------------------------------------------------------------------------------------------------------------------------
Hardware Product Information
-----------------------------------------------------------------------------------------------------------------------------------
10.  Processor Type & Speed:                                      10A. Processor CTP
                                                                       Rating in MTOPS:
-----------------------------------------------------------------------------------------------------------------------------------
11.  Supplier FCC ID # and Grantee's Address:                     12.  Supplier FDA/Accession # and Grantee's Address:

     [If Applicable]                                                   [Laser printer, CRT monitor, CD ROM Drives]
-----------------------------------------------------------------------------------------------------------------------------------
Software Product Information
-----------------------------------------------------------------------------------------------------------------------------------
13.  Does software qualify for Mass Market Treatment?  (Yes or No)  Yes

-----------------------------------------------------------------------------------------------------------------------------------
14.  Does software contain encryption?  (Yes or No)  Yes with VPN module only
     [If yes continue to question 15; if no skip to Supplier Sign Off]
-----------------------------------------------------------------------------------------------------------------------------------
15.  What is the length (DES) of the encryption?  (40-bit, 56-bit, 128 bit, [If 56-bit or less
     continue to question 16; if not skip to Supplier Sign Off]
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                              23
<PAGE>

                                    EXHIBIT D

<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>
16.  If 56-bit or less, has software been reviewed and approved by the U.S. Department of
     Commerce?  Yes, 56-bit version has been approved.
-----------------------------------------------------------------------------------------------------------------------------------
Supplier Source of Information and Approval
-----------------------------------------------------------------------------------------------------------------------------------
Completed by:                                                          Phone #:
-----------------------------------------------------------------------------------------------------------------------------------
Title:                                                                 Date:
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                              24
<PAGE>

                                    EXHIBIT D

Purpose of Form: The products and/or software which Gateway is purchasing or may
purchase could be the subject of an import and/or export transaction. Certain
information is required in order for Gateway to be able to conduct such
transactions in the most efficient/cost effective manner possible and in full
compliance with all applicable laws and regulations.

Reliance: Gateway will be relying on the accuracy of the signed form. Therefore,
any temporary or permanent changes in the information provided must be
immediately communicated in writing to the appropriate Gateway contact.

Definitions:

Box #4 - Product Description: This box should include a general description of
what the item is, how it operates, important measures, and strength relative to
other similar products.

Box #6 - Country of Origin: Place where the article was manufactured (not the
place where the shipment originated). If the article has been processed in more
than one country, the country of origin is the last country in which the article
underwent a "substantial transformation." In other words, further work or
material added to an article in another country must effect a "substantial
transformation" in order to render such other country as the country of origin.
A substantial transformation occurs when articles lose their identity and become
new and different articles of commerce, having a new name, character or use.

Box #8 - HTS (Harmonized Tariff Schedule) Number: A 10 digit classification that
is used by the various Customs services to classify product for import/export on
a worldwide basis. Should you require assistance in determining the
classification for your product, you may access U.S. Custom's web site at
www.customs.untreas.gov, or contact your local Customs office or broker.

Box #9 - Export Control Classification Number ("ECCN"): A 5 digit classification
used to identity applicable export licensing requirements. NOTE: ECCN is not the
same as a HTS classification or a Schedule B classification. Within each ECCN a
given item will defined under a particular paragraph or subparagraph. For a
complete description of each ECCN's composition, see Section 738.2(c) of the
Export Administration Regulations (15 CFR Part 738). Should you require
assistance in determining the classification for your product, you may contact
the Bureau of Export Administration's Export Counseling Division at (202)
482-4811 or (202) 482-3617, or at "http//www.bxa.doc.gov".

Box #s 10 & 10A - Processor Type, Speed and CTP Rating in MTOPS: For purposes of
this field, "processor" means a monolithic integrated circuit or multi-chip
integrated circuit containing an arithmetic logic unit (ALU) capable of
executing a series of general purpose instructions from in external storage. It
normally does not contain user-accessible storage, although storage present
on-the-chip may be used in performing its logic function. The definition
includes chip sets that are designed to operate together to provide the function
of a processor.

Box #11 - U.S. Federal Communication Commission ("FCC") ID Number: The
manufacturer (or importer for an imported device) is required to ensure that the
measurements necessary to determine compliance with the technical standards are
performed. A copy of the measurement report showing compliance with FCC
standards must be retained by the manufacturer and, if requested, be submitted
to the Commission. U.S. importers are required to submit an FCC form with their
import shipments.

Box #12 - U.S. Food and Drug Administration ("FDA")/Accession Number: Section
536(a) of the Electronic Product Radiation Control provisions of the Federal
Food, Drug, and Cosmetic Act (the Radiation Control for Health and Safety Act of
1968) requires that all imported electronic products, for which applicable
radiation performance standards exist, shall comply with the standards and shall
bear certification of such compliance. U.S. importers are required to submit an
FDA form with their import shipments.

Box #13 - "Mass Market" Treatment: This treatment is available for software that
is generally available to the public by being: 1) sold from stock at retail
selling points, without restriction, by means of over the counter transactions,
mail order transactions, telephone call transactions, or Internet transactions;
and 2) designed for installation by the user without further substantial support
by the supplier (See 15 CFR Section 740.13). Note: "Mass market" treatment is
not available for encryption software unless the length of the encryption string
is 56 bits or less and the software has undergone a one time review by the U.S.
Department of Commerce (See 15 CFR Sections 742.15(b)(1), Supplement No. 6 to
Part 742 and 748.3(b)(3)).

Box #14 - Encryption Software: Computer programs that provide capability of
encryption/decryption functions or confidentiality of information or information
systems. Such software includes source code, object code, applications software,
or system software.

Box #16 - One Time Review by the U.S. Department of Commerce: Refer to 15 CFR
Section 742.15 and Supplement No. 6 to Part 742.

Box #21 - Packing Costs: This means the cost of all containers (exclusive of
international shipping containers) and coverings of whatever nature and of
packing used in placing merchandise in condition, packed ready for shipment.

Box #22 - Selling Commission: Any commission paid to an agent who is related to,
controlled by, or works for or on behalf of the manufacturer or seller.

Box #23 - Assist: An "assist" is a cost which must necessarily he incurred to
produce an imported article. Whenever Gateway as importer donates an item to the
manufacturer at no cost or token value, and that item is essential to the
production of the final article, it is usually an "assist" and is part of
dutiable value. The test for an assist is whether the final imported article
could not be produced by the manufacturer without the item provided. Any of the
following, if supplied by Gateway to the manufacturer free of charge or at a
reduced cost, would constitute an assist: 1) materials, components, parts, and
similar items incorporated in the imported merchandise.


                                                                              25
<PAGE>

                       FIRST AMENDMENT TO MASTER SOFTWARE
                         LICENSE AND SERVICES AGREEMENT

      This FIRST AMENDMENT TO MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT
("Amendment") is made by and between eSoft, Inc., with offices at 295
Interlocken Boulevard, Suite 500, Broomfield. Colorado 80021("eSoft"), and
Gateway, Inc., with offices at 4545 Towne Centre Court, San Diego, CA, 92121
("Gateway"). eSoft and Gateway are each referred to below as a "Party," and
collectively as the "Parties". This Amendment becomes effective on September 15,
2000 ("Effective Date").

                                    RECITALS

A.    Gateway develops and markets a wide variety of computer hardware and
      software products and computer-related services in various market
      segments.

B.    eSoft provides a family of Linux-based Internet software, appliances and
      services that enable small to medium-sized businesses to reliably connect
      with and take advantage of the Internet.

C.    The Parties entered into a Master Software License and Services Agreement
      effective February 22, 2000 (the "Agreement").

D.    The Parties entered into a Statement of Work pursuant to the Agreement on
      or about April 12, 2000 (as subsequently amended by mutual agreement of
      the Parties, the "Statement of Work").

E.    The Parties now wish to set forth additional terms and conditions under
      which Gateway and eSoft will perform their respective obligations under
      the Agreement, as described in more detail below.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of and conditioned on the Recitals set
forth above and incorporated in this Agreement, the covenants stated herein, and
for other good and valuable consideration, the receipt and sufficiency of which
the Parties hereby acknowledge, the Parties agree as follows:

1. PRODUCT LAUNCH. Subject to the Parties' respective compliance with the
product timelines and functionality set forth in the Statement of Work, Gateway
will introduce the products described in the Agreement and the Statement of Work
into the United States market on or before October 31, 2000.

2. PRODUCT COMMITMENT.

      2.1 Subscriber Commitment. Subject to the provisions of this Section 2,
Gateway will register a cumulative total of [...***...] subscribers for a
bundled ISP/server program, or in the aggregate for all bundled ISP server
programs, implementing eSoft's software on Gateway's hardware (such as the
"Basic Package" referred to in Section 4.1.1 of the Statement of Work), or any
modifications, enhancements or alterations thereof) (the "Products") at market
prices [...***...]. Such subscribers will be registered by Gateway no later than
the dates set forth below:

***CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

    Date                                          Gross Number of Subscribers
                                                       Registered to Date

[...***...]                                               [...***...]
[...***...]                                               [...***...]
[...***...]                                               [...***...]
[...***...]                                               [...***...]
[...***...]                                               [...***...]

      2.2 Pricing. Gateway shall have the ultimate discretion in setting the
price at which Gateway sells the Products to Gateway's subscribers.

      2.3 Failure to Achieve Subscriber Commitment. If Gateway does not register
the required number of subscribers by the dates set forth above, Gateway shall
nonetheless be required to pay to eSoft [...***...] the [...***...] revenues
received by eSoft from actual Gateway subscribers for the Products (if any) and
the [...***...] revenues that eSoft would have received had Gateway met its
subscriber commitment until such time as Gateway [...***...] its subscriber
commitment. If Gateway achieves registration of the required number of
subscribers within a particular [...***...], the amount owed by Gateway will be
adjusted pro rata to the number of days in which Gateway did not have the
required number of subscribers. Amounts owing to eSoft pursuant to this Section
2.3 shall be paid by Gateway to eSoft on a quarterly basis in arrears. As part
of Gateway's quarterly report submitted to eSoft pursuant to Section 4.1 of the
Agreement, Gateway shall indicate whether it achieved registration of the
required number of subscribers (including the number of gross additions and
subscriber terminations during the quarterly period) and, if Gateway has not
achieved such registration, Gateway shall set forth its calculation of the
amounts owing to eSoft pursuant to this Section 2.3. Amounts owing by Gateway
pursuant to this Section 2.3 shall be received by eSoft no later than
[...***...] following the end of each calendar quarter (e.g. no later than
[...***...]).

      2.4 Gateway's Obligations in Registering Subscribers. The subscriber
commitments set forth in Section 2.1 require Gateway to register a cumulative
total number of subscribers by certain dates, and do not require Gateway to have
registered on a certain date a net number of subscribers. To protect eSoft
against arbitrary actions by Gateway that may have the effect of frustrating the
purpose of the subscriber commitments set forth in Section 2.1, until June 30,
2002, Gateway shall not take unilateral action to terminate the subscriptions of
registered subscribers other than for cause, such as the failure of a subscriber
to pay any subscription fees then payable to Gateway. A subscriber's non-renewal
of a subscription shall not be considered to be unilateral action by Gateway.

      2.5 Limitation on Gateway's Obligations Relating to the Subscriber
Commitment. Gateway's obligations pursuant to this Section 2 shall be subject to
eSoft's compliance with its obligations under the Agreement (as modified by this
Amendment) and the Statement of Work, as well as eSoft's continued development
and enhancement of the Products.

      2.6 License Fee. eSoft and Gateway acknowledge that the license fees set
forth in Exhibit A to the Agreement are subject to change based upon market
conditions. Any change to the license fees set forth in Exhibit A to the
Agreement shall be mutually agreed by eSoft and Gateway and shall take into
account [...***...] to Gateway and [...***...] to Gateway's subscribers of the
components that make up the subscription offering.

***CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

3. MISCELLANEOUS.

      3.1 Source Code Escrow Agreement. eSoft and Gateway shall enter into the
source code escrow agreement in the form attached hereto as Exhibit A, and
[...***...] shall pay [...***...] associated with such escrow.

      3.2 Continuation of the Agreement. Except as amended hereby, the Agreement
shall remain in full force and effect.

      3.3 Entire Agreement. This Amendment, together with the Agreement and the
Statement of Work, including attachments, constitutes the entire agreement
between the parties with respect to the subject matter hereof, and merges and
supersedes all prior and contemporaneous negotiations and agreements. Neither of
the parties shall be bound by any conditions, definitions, warranties,
understandings, or representations with respect to the subject matter hereof
other than as expressly provided herein. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. No oral explanation or oral
information by either party hereto shall alter the meaning or interpretation of
this Agreement. No modification or amendment to this Agreement, nor any waiver
of any rights, will be effective unless assented to in writing by both parties,
and the waiver of any breach or default will not constitute a waiver of any
other right hereunder or any subsequent breach or default.

      3.4 Interpretation. This Amendment has been negotiated at arms length and
between persons sophisticated and knowledgeable in the matters dealt with in
this Amendment. Accordingly, any rule of law or legal decision that would
require interpretation of any ambiguities in this Agreement against the Party
that has drafted it is not applicable and is waived.

      3.5 Severability. All rights and remedies, whether conferred hereunder or
by any other instrument or law, will be cumulative and may be exercised
singularly or concurrently. The failure of any Party to enforce any of the
provisions hereof will not be construed to be a waiver of the right of that
Party thereafter to enforce such provisions or any other provisions hereof. The
terms and conditions stated herein are declared to be severable. If any
provision or provisions of this Amendment will be held to be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.

      3.6 Counterparts. This Amendment may be executed in several counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.

***CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

AGREED TO AND ACCEPTED:

Gateway, Inc.                          eSoft, Inc.


By: /s/ William M. Elliott             By: /s/ Jeff Finn
    ---------------------------            ---------------------------

Printed Name: William M. Elliot        Printed Name: Jeff Finn
              -----------------                      -----------------
Title: Senior Vice President           Title: President
       ------------------------               ------------------------
Date: 9/15/00                          Date: 9/14/00
      -------------------------              -------------------------
<PAGE>

                           PREFERRED ESCROW AGREEMENT

                      Account Number ______________________

This Agreement is effective September 15, 2000 among DSI Technology Escrow
Services, Inc. ("DSI"), eSoft, Inc. ("Depositor") and Gateway, Inc. ("Preferred
Beneficiary"), who collectively may be referred to in this Agreement as "the
parties."

A. Depositor and Preferred Beneficiary have entered or will enter into a license
agreement, development agreement, and/or other agreement regarding certain
proprietary technology of Depositor (referred to in this Agreement as "the
License Agreement").

B. Depositor desires to avoid disclosure of its proprietary technology except
under certain limited circumstances.

C. The availability of the proprietary technology of Depositor is critical to
Preferred Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited
circumstances.

D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to
provide for the retention, administration and controlled access of the
proprietary technology materials of Depositor.

E. The parties desire this Agreement to be supplementary to the License
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).

ARTICLE 1 -- DEPOSITS

1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the
parties, Depositor shall deliver to DSI the proprietary technology and other
materials ("Deposit Materials") required to be deposited by the License
Agreement or, if the License Agreement does not identify the materials to be
deposited with DSI, then such materials will be identified on an Exhibit A. If
Exhibit A is applicable, it is to be prepared and signed by Depositor and
Preferred Beneficiary. DSI shall have no obligation with respect to the
preparation, signing or delivery of Exhibit A.

1.2 Identification of Tangible Media. Prior to the delivery of the Deposit
Materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the Deposit
Materials are written or stored. Additionally, Depositor shall complete Exhibit
B to this Agreement by listing each such tangible media by the item label
description, the type of media and the quantity. The Exhibit B must be signed by
Depositor and delivered to DSI with the Deposit Materials. Unless and until
Depositor makes the initial deposit with DSI, DSI shall have no obligation with
respect to this Agreement, except the obligation to notify the parties regarding
the status of the deposit account as required in Section 2.2 below.

1.3 Deposit Inspection. When DSI receives the Deposit Materials and the Exhibit
B, DSI will conduct a deposit inspection by visually matching the labeling of
the tangible media containing the Deposit Materials to the item descriptions and
quantity listed on the Exhibit B. In

<PAGE>

addition to the deposit inspection, Preferred Beneficiary may elect to cause a
verification of the Deposit Materials in accordance with Section 1.6 below.

1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to Depositor and Preferred Beneficiary. If DSI determines that the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI
will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign
the Exhibit B with the exceptions noted; and (c) mail a copy of the Exhibit B to
Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs upon
the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to
Preferred Beneficiary is Preferred Beneficiary's notice that the Deposit
Materials have been received and accepted by DSI.

1.5 Depositor's Representations. Depositor represents as follows:

      a.    Depositor lawfully possesses all of the Deposit Materials deposited
            with DSI;

      b.    With respect to all of the Deposit Materials, Depositor has the
            right and authority to grant to DSI and Preferred Beneficiary the
            rights as provided in this Agreement;

      c.    The Deposit Materials are not subject to any lien or other
            encumbrance;

      d.    The Deposit Materials consist of the proprietary technology and
            other materials identified either in the License Agreement or
            Exhibit A, as the case may be; and

      e.    The Deposit Materials are readable and useable in their current form
            or, if any portion of the Deposit Materials are encrypted, the
            decryption tools and decryption keys have also been deposited.

1.6 Verification. Preferred Beneficiary shall have the right, at Preferred
Beneficiary's expense, to cause a verification of any Deposit Materials.
Preferred Beneficiary shall notify Depositor and DSI of Preferred Beneficiary's
request for verification. Depositor shall have the right to be present at the
verification. A verification determines, in different levels of detail, the
accuracy, completeness, sufficiency and quality of the Deposit Materials. If a
verification is elected after the Deposit Materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.

1.7 Deposit Updates. Unless otherwise provided by the License Agreement,
Depositor shall update the Deposit Materials within 60 days of each release of a
new version of the product which is subject to the License Agreement. Such
updates will be added to the existing deposit. All deposit updates shall be
listed on a new Exhibit B and the new Exhibit B shall be signed by Depositor.
Each Exhibit B will be held and maintained separately within the escrow account.
An independent record will be created which will document the activity for each
Exhibit B. The processing of all deposit updates shall be in accordance with
Sections 1.2 through 1.6 above. All references in this Agreement to the Deposit
Materials shall include the initial Deposit Materials and any updates.


Page 2
<PAGE>

1.8 Removal of Deposit Materials. The Deposit Materials may be removed and/or
exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.

ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING

2.1 Confidentiality. DSI shall maintain the Deposit Materials in a secure,
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Deposit Materials.
DSI shall not disclose the content of this Agreement to any third party. If DSI
receives a subpoena or other order of a court or other judicial tribunal
pertaining to the disclosure or release of the Deposit Materials, DSI will
immediately notify the parties to this Agreement unless prohibited by law. It
shall be the responsibility of Depositor and/or Preferred Beneficiary to
challenge any such order; provided, however, that DSI does not waive its rights
to present its position with respect to any such order. DSI will not be required
to disobey any court or other judicial tribunal order. (See Section 7.5 below
for notices of requested orders.)

2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a
report profiling the account history at least semi-annually. DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.

2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred
Beneficiary shall each have the right to inspect the written records of DSI
pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.

ARTICLE 3 -- GRANT OF RIGHTS TO DSI

3.1 Title to Media. Depositor hereby transfers to DSI the title to the media
upon which the proprietary technology and materials are written or stored.
However, this transfer does not include the ownership of the proprietary
technology and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.

3.2 Right to Make Copies. DSI shall have the right to make copies of the Deposit
Materials as reasonably necessary to perform this Agreement. DSI shall copy all
copyright, nondisclosure, and other proprietary notices and titles contained on
the Deposit Materials onto any copies made by DSI. With all Deposit Materials
submitted to DSI, Depositor shall provide any and all instructions as may be
necessary to duplicate the Deposit Materials including but not limited to the
hardware and/or software needed.

3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right to
transfer the Deposit Materials to Preferred Beneficiary upon any release of the
Deposit Materials for use by Preferred Beneficiary in accordance with Section
4.5. Except upon such a release or as otherwise provided in this Agreement, DSI
shall not transfer the Deposit Materials.

ARTICLE 4 -- RELEASE OF DEPOSIT


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<PAGE>

4.1 Release Conditions. As used in this Agreement, "Release Condition" shall
mean the following:

      a.    Depositor's failure to carry out obligations imposed on it pursuant
            to the license agreement; or

      b.    Depositor's failure to continue to do business in the ordinary
            course.

4.2 Filing For Release. If Preferred Beneficiary believes in good faith that a
Release Condition has occurred, Preferred Beneficiary may provide to DSI written
notice of the occurrence of the Release Condition and a request for the release
of the Deposit Materials. Upon receipt of such notice, DSI shall provide a copy
of the notice to Depositor by commercial express mail.

4.3 Contrary Instructions. From the date DSI mails the notice requesting release
of the Deposit Materials, Depositor shall have ten business days to deliver to
DSI contrary instructions. "Contrary Instructions" shall mean the written
representation by Depositor that a Release Condition has not occurred or has
been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to
Preferred Beneficiary by commercial express mail. Additionally, DSI shall notify
both Depositor and Preferred Beneficiary that there is a dispute to be resolved
pursuant to the Dispute Resolution section (Section 7.3) of this Agreement.
Subject to Section 5.2, DSI will continue to store the Deposit Materials without
release pending (a) joint instructions from Depositor and Preferred Beneficiary;
(b) resolution pursuant to the Dispute Resolution provisions; or (c) order of a
court.

4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the
Depositor, DSI is authorized to release the Deposit Materials to the Preferred
Beneficiary or, if more than one beneficiary is registered to the deposit, to
release a copy of the Deposit Materials to the Preferred Beneficiary. However,
DSI is entitled to receive any fees due DSI before making the release. Any
copying expense in excess of $300 will be chargeable to Preferred Beneficiary.
This Agreement will terminate upon the release of the Deposit Materials held by
DSI.

4.5 Right to Use Following Release. Unless otherwise provided in the License
Agreement, upon release of the Deposit Materials in accordance with this Article
4, Preferred Beneficiary shall have the right to use the Deposit Materials for
the sole purpose of continuing the benefits afforded to Preferred Beneficiary by
the License Agreement. Preferred Beneficiary shall be obligated to maintain the
confidentiality of the released Deposit Materials.

ARTICLE 5 -- TERM AND TERMINATION

5.1 Term of Agreement. The initial term of this Agreement is for a period of one
year. Thereafter, this Agreement shall automatically renew from year-to-year
unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing
that the Agreement is terminated; or (b) the Agreement is terminated by DSI for
nonpayment in accordance with Section 5.2. If the Deposit Materials are subject
to another escrow agreement with DSI, DSI reserves the right, after the initial
one year term, to adjust the anniversary date of this Agreement to match the
then prevailing anniversary date of such other escrow arrangements.

5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to
DSI, DSI shall provide written notice of delinquency to all parties to this
Agreement. Any party to this


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<PAGE>

Agreement shall have the right to make the payment to DSI to cure the default.
If the past due payment is not received in full by DSI within one month of the
date of such notice, then DSI shall have the right to terminate this Agreement
at any time thereafter by sending written notice of termination to all parties.
DSI shall have no obligation to take any action under this Agreement so long as
any payment due to DSI remains unpaid.

5.3 Disposition of Deposit Materials Upon Termination. Upon termination of this
Agreement, DSI shall destroy, return, or otherwise deliver the Deposit Materials
in accordance with Depositor's instructions. If there are no instructions, DSI
may, at its sole discretion, destroy the Deposit Materials or return them to
Depositor. DSI shall have no obligation to return or destroy the Deposit
Materials if the Deposit Materials are subject to another escrow agreement with
DSI.

5.4 Survival of Terms Following Termination. Upon termination of this Agreement,
the following provisions of this Agreement shall survive:

      a.    Depositor's Representations (Section 1.5);

      b.    The obligations of confidentiality with respect to the Deposit
            Materials;

      c.    The rights granted in the sections entitled Right to Transfer Upon
            Release (Section 3.3) and Right to Use Following Release (Section
            4.5), if a release of the Deposit Materials has occurred prior to
            termination;

      d.    The obligation to pay DSI any fees and expenses due;

      e.    The provisions of Article 7; and

      f.    Any provisions in this Agreement which specifically state they
            survive the termination or expiration of this Agreement.

ARTICLE 6 -- DSI'S FEES

6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. DSI shall notify the party responsible for
payment of DSI's fees at least 60 days prior to any increase in fees. For any
service not listed on DSI's standard fee schedule, DSI will provide a quote
prior to rendering the service, if requested.

6.2 Payment Terms. DSI shall not be required to perform any service unless the
payment for such service and any outstanding balances owed to DSI are paid in
full. Fees are due upon receipt of a signed contract or receipt of the Deposit
Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2. Late fees on past due
amounts shall accrue interest at the rate of one and one-half percent per month
(18% per annum) from the date of the invoice.

ARTICLE 7 -- LIABILITY AND DISPUTES

7.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction,
instrument, or signature reasonably believed by DSI to be genuine. DSI may
assume that any employee of a


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<PAGE>

party to this Agreement who gives any written notice, request, or instruction
has the authority to do so. DSI will not be required to inquire into the truth
or evaluate the merit of any statement or representation contained in any notice
or document. DSI shall not be responsible for failure to act as a result of
causes beyond the reasonable control of DSI.

7.2 Indemnification. Depositor and Preferred Beneficiary each agree to
indemnify, defend and hold harmless DSI from any and all claims, actions,
damages, arbitration fees and expenses, costs, attorney's fees and other
liabilities ("Liabilities") incurred by DSI relating in any way to this escrow
arrangement unless such Liabilities were caused solely by the negligence or
willful misconduct of DSI.

7.3 Dispute Resolution. Any dispute relating to or arising from this Agreement
shall be resolved by arbitration under the Commercial Rules of the American
Arbitration Association. Three arbitrators shall be selected. The Depositor and
Preferred Beneficiary shall each select one arbitrator and the two chosen
arbitrators shall select the third arbitrator, or failing agreement on the
selection of the third arbitrator, the American Arbitration Association shall
select the third arbitrator. However, if DSI is a party to the arbitration, DSI
shall select the third arbitrator. Unless otherwise agreed by Depositor and
Preferred Beneficiary, arbitration will take place in San Diego, California,
U.S.A. Any court having jurisdiction over the matter may enter judgment on the
award of the arbitrator(s). Service of a petition to confirm the arbitration
award may be made by First Class mail or by commercial express mail, to the
attorney for the party or, if unrepresented, to the party at the last known
business address.

7.4 Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of the State of California, without regard to its
conflict of law provisions.

7.5 Notice of Requested Order. If any party intends to obtain an order from the
arbitrator or any court of competent jurisdiction which may direct DSI to take,
or refrain from taking any action, that party shall:

      a.    Give DSI at least two business days' prior notice of the hearing;

      b.    Include in any such order that, as a precondition to DSI's
            obligation, DSI be paid in full for any past due fees and be paid
            for the reasonable value of the services to be rendered pursuant to
            such order; and

      c.    Ensure that DSI not be required to deliver the original (as opposed
            to a copy) of the Deposit Materials if DSI may need to retain the
            original in its possession to fulfill any of its other duties.


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<PAGE>

ARTICLE 8 -- GENERAL PROVISIONS

8.1 Entire Agreement. This Agreement, which includes the Exhibits described
herein, embodies the entire understanding among the parties with respect to its
subject matter and supersedes all previous communications, representations or
understandings, either oral or written. DSI is not a party to the License
Agreement between Depositor and Preferred Beneficiary and has no knowledge of
any of the terms or provisions of any such License Agreement. DSI's only
obligations to Depositor or Preferred Beneficiary are as set forth in this
Agreement. No amendment or modification of this Agreement shall be valid or
binding unless signed by all the parties hereto, except that Exhibit A need not
be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary and
Exhibit C need not be signed.

8.2 Notices. All notices, invoices, payments, deposits and other documents and
communications shall be given to the parties at the addresses specified in the
attached Exhibit C. It shall be the responsibility of the parties to notify each
other as provided in this Section in the event of a change of address. The
parties shall have the right to rely on the last known address of the other
parties. Unless otherwise provided in this Agreement, all documents and
communications may be delivered by First Class mail.

8.3 Severability. In the event any provision of this Agreement is found to be
invalid, voidable or unenforceable, the parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision.

8.4 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.


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<PAGE>

8.5 Regulations. Depositor and Preferred Beneficiary are responsible for and
warrant compliance with all applicable laws, rules and regulations, including
but not limited to customs laws, import, export, and re-export laws and
government regulations of any country from or to which the Deposit Materials may
be delivered in accordance with the provisions of this Agreement.


            eSoft                                     Gateway, Inc.
--------------------------------------    --------------------------------------
Depositor                                 Preferred Beneficiary

By: /s/ Jeff Finn                         By: /s/ William M. Elliott
   -----------------------------------       -----------------------------------

Name:   Jeff Finn                         Name:   William M. Elliott
     ---------------------------------         ---------------------------------

Title:  President                         Title:  Senior Vice President
      --------------------------------          --------------------------------

Date:   9-14-00                           Date:   9-15-00
     ---------------------------------         ---------------------------------


                  DSI Technology Escrow Services, Inc.

                  By:
                     -----------------------------------

                  Name:
                       ---------------------------------

                  Title:
                        --------------------------------

                  Date:
                       ---------------------------------

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<PAGE>

                                                                       EXHIBIT A

                            MATERIALS TO BE DEPOSITED

                      Account Number ______________________

Depositor represents to Preferred Beneficiary that Deposit Materials delivered
to DSI shall consist of the following:

1.    All source code relating to the licensed modules outlined in Exhibit A of
      the Master Software Licensing and Services Agreement including:

      Module Name                                           Module ID
      ---------------------------------------------------------------
      Gateway                                               Rph-GW
      Enhanced E-Mail Server                                Rph-EMS
      Enhanced Firewall                                     Rph-EFS
      Virtual Private Network- PPTP                         Rph-PPTP
      Virtual Private Network- IPSec                        Rph-VPN
      Enhanced Web Server                                   Rph-Web
      URL and Content Filtering                             Rph-SF25
      Managed Firewall Services- Basic                      Rph-MFS

2.    All source code relating to the Statement of Work executed by the parties.
      For example the source code necessary to support the deliverables outlined
      in Statement of Work 001 including the Gateway User Interface, ISP
      Configuration and Installation and Gateway Redphish Features and
      Functionality Specification Changes

3.    All source code for the open source software modules necessary to
      facilitate the functionality of the licensed modules and software
      modifications made under a Statement of Work including but not limited the
      following:

        -----------------------------------------------------------------------
        Package name
        -----------------------------------------------------------------------
        Modified by ESoft
        -----------------------------------------------------------------------
        apache                  jove                      qpopper
        -----------------------------------------------------------------------
        autorpm                 kernel                    samba
        -----------------------------------------------------------------------
        diald                   libjavascript             squid
        -----------------------------------------------------------------------
        exim                    lm_sensors2               sudo
        -----------------------------------------------------------------------
        fetchmail               openldap                  frontpage
        -----------------------------------------------------------------------
        i2c                     Openldap-servers          ESoft created
        -----------------------------------------------------------------------
        ipfwd                   Pb_driver                 libapexx
        -----------------------------------------------------------------------
        ipmasqadm               Perl-Mail-Sendmail        Ti-GTW_PEABODY
        -----------------------------------------------------------------------
        jesred                  Perl-libnet               Ti-GTW_PEABODY-LnF
        -----------------------------------------------------------------------

The Depositor agrees to maintain escrow for all Enhancements Upgrades, and Major
Releases licensed to the Preferred Beneficiary by Contract, Addendum or
Statement of Work.


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<PAGE>

               eSoft                                Gateway,Inc
-------------------------------------    ---------------------------------------
Depositor                                Preferred Beneficiary


By: /s/ Jeff Finn                        By: /s/ William M.Elliott
    ---------------------------------        -----------------------------------

Name: Jeff Finn                          Name: William M. Elliot
      -------------------------------          ---------------------------------

Title: President                         Title: Senior Vice President
       ------------------------------           --------------------------------

Date: 9-14-2000                          Date: 9/15/00
      -------------------------------          ---------------------------------


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<PAGE>

                                                                       EXHIBIT B

                        DESCRIPTION OF DEPOSIT MATERIALS

Depositor Company Name _______________________________________________________

Account Number _______________________________________________________________

Product Name__________________________________________Version_________________
(Product Name will appear as the Exhibit B Name on Account History report)

DEPOSIT MATERIAL DESCRIPTION:

Quantity    Media Type & Size            Label Description of Each Separate Item

______      Disk 3.5" or ____

______      DAT tape ____mm

______      CD-ROM
______      Data cartridge tape ____

______      TK 70 or ____ tape

______      Magnetic tape ____

______      Documentation

______      Other ______________________

PRODUCT DESCRIPTION:

Environment___________________________________________________________________

DEPOSIT MATERIAL INFORMATION:

Is the media encrypted? Yes / No If yes, please include any passwords and the
decryption tools.

Encryption tool name____________________________________Version_______________
Hardware required_____________________________________________________________
Software required_____________________________________________________________
Other required information____________________________________________________

I certify for Depositor that the above described_______________________DSI has
inspected and accepted the above Deposit Materials have been transmitted to
DSI:________________________materials (any exceptions are noted above):

Signature________________________         Signature___________________________
Print Name_______________________         Print Name__________________________
Date_____________________________         Date Accepted_______________________
                                          Exhibit B#__________________________

Send materials to: DSI, 9265 Sky Park Ct., Suite 202, San Diego, CA 92123
                                                                  (858) 499-1600


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<PAGE>

                                                                       EXHIBIT C

                               DESIGNATED CONTACT

                      Account Number ______________________

<TABLE>
<S>                                               <C>
Notices, deposit material returns and             Invoices to Depositor should be
communications to Depositor                       Addressed to:
should be addressed to:
                                                  Company Name: eSoft, Inc.
Company Name: eSoft, Inc.                         Address: 295 Interlocken Blvd., # 500
Address: 295 Interlocken Blvd., # 500                      Broomfield, Colorado 80021
         Broomfield, Colorado 80021
                                                  Contact: Joan Morgan
Designated Contact: Joan Morgan                   ________________________________________
Telephone: (303) 444-1600                         P.O.#, if required:_____________________
Facsimile: (303) 444-1640
                                                  Invoices to Preferred Beneficiary
Notices and communications to                     should be addressed to:
Preferred Beneficiary should be addressed to:
                                                  Company Name: Gateway, Inc.
Company Name: Gateway, Inc.                       Address: Accounts Payable, Mail Drop W-37
Address: 4545 Towne Centre Court                           610 Gateway Drive
         San Diego, California 92121                       North Sioux City, SD  57049
                                                  Contact: Susan Terminesi
Designated Contact: General Counsel               ________________________________________
Telephone: (858) 799-3401                         P.O.#, if required:_____________________
Facsimile: (858) 799-3413
</TABLE>

Requests from Depositor or Preferred Beneficiary to change the designated
contact should be given in writing by the designated contact or an authorized
employee of Depositor or Preferred Beneficiary.

<TABLE>
<S>                                               <C>
Contracts, Deposit Materials and notices to       Invoice inquiries and fee remittances
DSI should be addressed to:                       to DSI should be addressed to:

DSI Technology Escrow Services, Inc.              DSI Technology Escrow Services, Inc.
Contract Administration                           Accounts Receivable
9265 Sky Park Court, Suite 202                    PO Box 45156
San Diego, CA 92123                               San Francisco, CA 94145-0156

Telephone: (858) 499-1600                         (858) 499-1636
Facsimile: (858) 694-1919                         (858) 499-1637
</TABLE>

Date:  September 15, 2000


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