Exhibit 4.24

                                                         September 1, 2002
Eyal Shavit
President
AxcessNet Ltd.
1050 Winter Street
Waltham, MA  02451

Re:Consulting Agreement

Dear Eyal,

This  letter  sets for the terms and  conditions  upon  which Eyal  Shavit  (the
"Consultant") will provide certain Consulting services to Commtouch Software Ltd
(the  "Company").  Specifically,  the  Consultant and the Company have agreed as
follows:

     1.  Consulting  Services:  The Company  hereby  retains the  Consultant  to
         provide  the  Consulting  Services  (as  hereinafter  defined)  to  the
         Company,  and the  Consultant  thereby  agrees  to  provide  Consulting
         Services to the Company,  on the terms and conditions set forth herein,
         for a period of one year  commencing on September 1, 2002 ("the Term").
         The term "Consulting Services" means advice and consultation pertaining
         to the Company's strategic directions,  as may be reasonably requested,
         from time to time by the Executive Management or the Board of Directors
         of the  Company.  Such  Consulting  Services  may be also  rendered  by
         telephone  or in any other form as may be  mutually  agreed upon by the
         parties  hereto  and need not be always  rendered  in  person,  and the
         Consultant's obligation to provide services hereunder shall not prevent
         the  Consultant  from  engaging in any other  services  or  activities,
         including without limitation other consulting services.  The Consultant
         also agrees to serve on the Company's Board of Advisors during the Term
         of this letter  agreement if so  nominated  and elected by the Company.
         The  relationship  between the Consultant and the Company shall be that
         of independent  contractors and nothing in this letter  agreement shall
         be construed to constitute  neither the Consultant nor the Company as a
         partner, employee or agent of the other. Neither the Consultant nor the
         Company  shall  have  the  authority  to bind the  other in any  manner
         without the prior written consent of the other.

     2.  Compensation:For  the initial  consulting  period,  which  commenced on
         September 1, 2002 and  continues  until  December 31, 2002,  Consultant
         will receive from Company cash  payments of $20,000 per month that will
         be due him on the first day of each month. For the period commencing on
         January 1, 2003 and  continued  until April 30, 2003,  Consultant  will
         receive  warrants to purchase  206,897  Ordinary  Shares of the Company
         valid for a period of 5 years and with an  exercise  price of $0.01 per
         share.  . For  the  extended  period  commencing  on May  1,  2003  and
         continued  until August 31, 2003,  Consultant will receive from Company
         cash payments of $15,000 per month that will be due him on the first of
         each  month,  commencing  May 1st,  2003,  for a total cash  payment of
         $60,000.  Commtouch's  CEO will be  allowed to  terminate  Consultant's
         consulting  services during the Term, but such  termination will become
         effective   on  August  31,  2003.   In  addition  to  the   piggy-back
         registration  rights included in the attached  Warrant,  the applicable
         Warrant holder hereunder and under the "Advisory Agreement" between the
         parties of  September 1, 2002 will be entitled to one  registration  of
         applicable  Warrant shares by way of a written demand on Commtouch.  In
         this regard, the Warrant holder shall be entitled at any time following
         its exercise of a Warrant or Warrants and prior to the  termination  of
         such  Warrant(s) to demand that Commtouch cause all Warrant shares then
         exercised to be registered according to a registration  statement under
         the 1933 Act. If the demand is for filing a registration statement with
         the SEC within six (6) months of the date of the  demand,  the  Warrant
         holder  shall be  responsible  for  paying  all  Registration  Expenses
         associated  therewith,  as  defined  in  Section  7(c) of the  attached
<PAGE>

         Warrant. If the demand allows Commtouch twelve (12) months within which
         to file a registration  statement,  Commtouch  shall be responsible for
         paying all such Registration Expenses.

         In  addition,  Company will  reimburse  Consultant  for all  reasonable
         expenses approved in advance in writing by Company and paid or incurred
         by  Consultant  in  connection  with,  or related to, the  rendering of
         Consulting   Services   upon   presentation   by   Consultant  of  such
         documentation,   expense  statements,  vouchers  and  other  supporting
         information  as may be  reasonably  requested by Company.  In the event
         Consultant  serves on Company's Board of Advisors  described in Section
         1, Consultant shall, in addition, be entitled to receive all rights and
         benefits,  without limitation including indemnification rights (subject
         to applicable law), granted to the other Advisors.

     3.  General: This letter agreement constitutes the entire agreement between
         the Company and the Consultant with respect to the Consulting  Services
         and supersedes  all prior  agreements  and  understandings,  written or
         oral, relating to such Consulting Services. This letter agreement is in
         addition to the advisory  agreement  between  AxcessNet Ltd and Company
         with  respect to  potential  investments  and other  transactions  with
         Qualified  Entities.  This letter  agreement may be amended,  modified,
         changed  or  discharged,  in  whole  or  in  part,  only  in a  written
         instrument  executed by the Company and the Consultant.  This Agreement
         shall be binding upon and inure to the benefit of the parties and their
         successors,  assigns,  executors,  estate and heirs, provided that this
         Agreement may be assigned by the  Consultant  only to entities that are
         under  Consultant's  control.  This Agreement  shall be governed by and
         construed, interpreted and enforced as a sealed instrument under and in
         accordance with the laws of the State of California,  without regard to
         conflicts of laws principles.  It is Commtouch's understanding that the
         Consultant  will be  performing  all its work  hereunder  in the United
         States.

If the foregoing  accurately  reflects the mutual agreement  between you and the
Company, please sign in the space below.

/s/Gideon Mantel
----------------
Commtouch Software Ltd.
Gideon Mantel, CEO
September 1, 2002

We hereby  accept  the terms of this  agreement  and  confirm  the  receipt of a
warrant to acquire 206,897 Ordinary Shares of the Company

Consultant:


/s/Eyal Shavit
--------------
AxcessNet Ltd.
Eyal Shavit
President



<PAGE>

                                                          Issued _________, 200_

THIS WARRANT AND THE  SECURITIES  ISSUABLE UPON  EXERCISE  HEREOF ARE SUBJECT TO
RESTRICTIONS  ON  TRANSFERABILITY   SET  FORTH  HEREIN.  THIS  WARRANT  AND  THE
SECURITIES  ISSUABLE UPON  EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. NO SALE
OR  DISPOSITION  MAY BE EFFECTED  EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER,  SATISFACTORY
TO THE COMPANY,  THAT SUCH  REGISTRATION  IS NOT REQUIRED UNDER SUCH ACT OR SUCH
STATE LAWS.

THIS  WARRANT MAY NOT BE  EXERCISED  EXCEPT IN  COMPLIANCE  WITH ALL  APPLICABLE
FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE  SATISFACTION OF THE COMPANY
AND LEGAL COUNSEL FOR THE COMPANY.

                                                       Void after ________, 200_


                             COMMTOUCH SOFTWARE LTD.

               WARRANT TO PURCHASE UP TO __________ ORDINARY SHARES


THIS CERTIFIES THAT, for value received,  ___________ ("_________" or "Holder"),
is entitled at any time prior to expiration of this Warrant to subscribe for and
purchase  up to  ________  shares of the fully paid and  nonassessable  ordinary
shares,  nominal value NIS 0.05, of Commtouch  Software Ltd., an Israeli company
(the  "Company"),  at the price per share  equal to $0.01  (such  price and such
other price as may result, from time to time, from the  adjustments/restrictions
specified  in  paragraph  4 hereof are  collectively  referred  to herein as the
"Warrant  Price"),  subject to the  provisions and upon the terms and conditions
hereinafter set forth.  As used herein,  "Shares" shall mean the ordinary shares
of the Company;  "Warrant  Shares" shall mean the Shares issued or issuable upon
exercise of the Warrants; and "Date of Grant" shall mean __________, 200_.

1. TERM.

This Warrant is  exercisable,  in whole or in part, at any time and from time to
time on and after the Date of Grant for a period  of five  years,  i.e.  through
_____________, 200_.

2. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT.

(a) The  purchase  right  represented  by this  Warrant may be  exercised by the
holder  hereof,  in whole or in part, by the surrender of this Warrant (with the
notice of  exercise  form  attached  hereto as Exhibit A duly  executed)  at the
principal office of the Company and (i) by the payment to the Company, by check,
of an amount equal to the Warrant  Price per Share  multiplied  by the number of
Shares then being purchased.

<PAGE>

(b) In the event of any  exercise  of the  purchase  right  represented  by this
Warrant,  certificates  for the Shares so  purchased  shall be  delivered to the
holder hereof  within ten business  days of the effective  date of such purchase
and,  unless this  Warrant has been fully  exercised  or expired,  a new Warrant
representing  the portion of the securities,  if any, with respect to which this
Warrant  shall not then have been  exercised  shall also be issued to the holder
hereof within such ten-day period. Upon the effective date of such purchase, the
holder  shall  be  deemed  to  be  the  holder  of  record  of  the  securities,
notwithstanding that certificates  representing the securities shall not then be
actually delivered to such holder or that such securities are not then set forth
on the stock transfer books of the Company.

(c) The  holder of this  Warrant  agrees  to use  commercially  reasonable  best
efforts to  exercise  this  Warrant in such  manner as to avoid  becoming,  as a
result of such exercise,  a 10% or greater  shareholder of the Company and shall
reasonably  cooperate  with the  Company so as to minimize  adverse  Israeli tax
consequences.

(d) In lieu of exercising this Warrant by payment of cash or check, and provided
that the Company's  Ordinary Shares are publicly traded, the Holder may elect to
receive shares equal to the value of this Warrant (or the portion  thereof being
exercised)  at any time  after  the date  hereof  during  the  term  hereof,  by
surrender  of this  Warrant at the  principal  executive  office of the Company,
together with the Notice of Conversion in the form of Exhibit B annexed  hereto,
in which  event  the  Company  shall  issue to  Holder a  number  of  Shares  in
accordance with the following formula:

                                                   Y(A-B)
                                                   ------
                                     X      =        A



          Where,        X    =   the number of Shares to be issued to Holder;

                        Y    =   the number of Shares for which the Warrant is
                                 being exercised;

                        A    =   the fair market value of one Share; and

                        B    =   the Exercise Price.

         For purposes of this Section 2(d),  the fair market value of the Shares
shall mean the price  determined by the Company's Board of Directors,  acting in
good faith upon a review of all relevant factors or, in the event of an exercise
concurrently with (i) a public offering of the Company's stock, the price to the
public for such stock in such  offering  or (ii) an  acquisition,  the per share
price to be received by the holders of Shares.



3. SHARES FULLY PAID; RESERVATION OF SHARES.

     (a) All  securities  which may be issued  upon the  exercise  of the rights
     represented  by this  Warrant  will,  upon  issuance,  be  fully  paid  and
     nonassessable,  and free from all taxes,  liens and charges with respect to
     the issue thereof. During the period within which the rights represented by
     this  Warrant  may  be  exercised,  the  Company  will  at all  times  have
     authorized,  and reserved for the purpose of the issue upon exercise of the
     purchase rights evidenced by this Warrant, a sufficient number of Shares to
     provide for the exercise of the rights represented by this Warrant.

     (b) The Company will not, by amendment of its certificate of  incorporation
     or bylaws, or through reorganization,  consolidation,  merger, dissolution,
     issue or sale of securities,  sale of assets or any other voluntary action,
     willfully  avoid or seek to avoid the  observance or  performance of any of
     the  terms  hereof,  but will at all  times  in good  faith  assist  in the
     carrying out of all such terms and in the taking of all such actions as may
     be  necessary  or  appropriate  in order to  protect  the rights of Warrant
     Holder
<PAGE>

     under the  Warrants  against  such willful  actions.  Without  limiting the
     generality of the foregoing, the Company: (i) will not set nor increase the
     par or  nominal  value of any  Warrant  Shares  above  the  amount  payable
     therefor  upon  such  exercise,  and (ii) will  take all  actions  that are
     necessary or  appropriate in order that the Company may validly and legally
     issue fully paid and nonassessable  Warrant Shares upon the exercise of the
     Warrants.


4.         ADJUSTMENTS.

The maximum number of Warrant Shares  issuable upon exercise of this Warrant and
the Warrant Price shall be adjusted if any of the following  events occur before
the holder's exercise of this Warrant:

     (a) Distributions, Share Dividends and Splits.

                  (i)  In  case  the  Company   declares  a  dividend  or  other
         distribution  payable in Shares or subdivides its Shares into a greater
         number of Shares, the Warrant Price in effect immediately prior to such
         declaration or subdivision shall be  proportionately  decreased and the
         number and kind of Shares  purchasable  upon  exercise of this  Warrant
         shall be  adjusted  so that the holder  thereof  shall be  entitled  to
         receive  the kind and number of shares or the other  securities  of the
         Company  that the  holder  would have  owned or have been  entitled  to
         receive  after the  happening  of any of the events  described  in this
         paragraph (a)(i) had the Warrant Shares been issued  immediately  prior
         to the happening of such event or any record date with respect thereto.

                  (ii) In the  case of any  reclassification  or  change  of the
         outstanding  securities of the Company or of any  reorganization of the
         Company after the date hereof, or in case, after such date, the Company
         shall  consolidate  with or merge with or into another  corporation  or
         convey all or substantially all of its assets to another corporation or
         other  entity,  then,  in each  such  case,  Warrant  Holder,  upon any
         exercise of this Warrant,  at any time after the  consummation  of such
         reclassification,  change,  reorganization,  consolidation,  merger, or
         conveyance, shall be entitled to receive, in lieu of the stock or other
         securities  and property  receivable  upon the exercise of this Warrant
         prior to such  consummation,  the stock or other securities or property
         to  which  such  Warrant  Holder  would  have  been  entitled  upon the
         consummation   of  such   reclassification,   change,   reorganization,
         consolidation, merger or conveyance if Warrant Holder had exercised the
         Warrants  immediately prior thereto,  all subject to further adjustment
         as  provided  in  this   Section,   and  the  successor  or  purchasing
         corporation   or  other  entity  in  such   reclassification,   change,
         reorganization,   consolidation,  merger  or  conveyance  (if  not  the
         Company)  shall duly execute and deliver to Warrant Holder a supplement
         hereto  acknowledging such corporation's or entity's  obligations under
         the  Warrants;  and in  each  such  case,  the  terms  of the  Warrants
         (including the  exercisability,  transfer and adjustment  provisions of
         the  Warrants)  shall be  applicable  to the  shares  of stock or other
         securities  or property  receivable  upon the  exercise of the Warrants
         after   the    consummation   of   such    reclassification,    change,
         reorganization, consolidation, merger or conveyance.


                  (iii) An adjustment  made pursuant to this paragraph (a) shall
         become  effective  immediately  after the record  date in the case of a
         dividend or distribution and shall become  immediately  effective after
         the effective date in the case of a subdivision.  If, as a result of an
         adjustment  made  pursuant  to this  paragraph  (a),  the holder  after
         exercise shall become entitled to receive shares of two or more classes
         of capital  stock or Shares and any other class of capital stock of the
         Company,  the Board of  Directors of the Company  (whose  determination
         shall be conclusive  and shall be described in a written  notice to the
         holder promptly after such  adjustment)  shall determine the allocation
         of the adjusted  Warrant  Price between or among shares of such classes
         of capital stock or Shares and such other classes of capital stock.

                  (iv) In the case of any  adjustment  in the  number of Warrant
         Shares  receivable  upon the exercise of the  Warrants  pursuant to the
         terms hereof, the chief financial officer of the Company
<PAGE>

         shall promptly  thereafter  compute such  adjustment in accordance with
         the  terms  hereof  and  prepare  a  certificate   setting  forth  such
         adjustment  and showing in detail the facts upon which such  adjustment
         is based.  The  Company  will  provide  copies of such  certificate  to
         Warrant Holder in the manner provided for notices hereunder.

(b) Record Date.  In case the Company  shall take a record of the holders of its
Shares for the purpose of determining  holders entitled to receive a dividend or
other distribution  payable in Shares, then such record date shall be considered
to be the date of the issue or sale of the Shares  related to such  dividend  or
distribution.

(c) Stock Combinations. In case the Company shall combine all of the outstanding
Shares into a smaller number of Shares,  the Warrant Price in effect immediately
prior to such combination shall be  proportionately  increased and the number of
Warrant Shares shall be proportionately decreased.



(d)  Fractional  Shares.  No fractional  Warrant Shares shall be issued upon the
exercise hereof.  Upon exercise by any holder,  such holder shall be entitled to
receive the  aggregate  full number of Shares  which the holder may receive upon
exercise.


(e) The adjustment to the number of Shares issuable upon the exercise hereof and
the  adjustments to the Warrant Price  described in this Section 4 shall be made
each time any event listed in this Section 4 occurs.

(f) If any  event  occurs of the type  contemplated  by the  provisions  of this
Section 4, but not expressly provided for by such provisions or definition, then
the  Company's  Board of  Directors  in its  reasonable  judgment  shall make an
appropriate  adjustment in the number of Warrant Shares obtainable upon exercise
of this Warrant so as to protect the rights of the Warrant Holder.



5. COMPLIANCE WITH SECURITIES ACT; RESTRICTIONS ON TRANSFER; REPRESENTATIONS.

         Holder hereby represents and warrants that:

         (a) Purchase  Entirely  for Own  Account.  This Warrant and the Warrant
Shares issuable upon exercise hereof  (collectively,  the "Securities")  will be
acquired for investment for Holder's own account, not as a nominee or agent, and
not with a view to the resale or  distribution  of any part thereof,  and Holder
has no present intention of selling,  granting any participation in or otherwise
distributing the same. Holder does not have any contract, undertaking, agreement
or arrangement with any person to sell,  transfer or grant  participation to any
person with respect to any of the Securities. Holder represents that it has full
power and authority to enter into this Warrant.

         (b) Investment Experience.  Holder acknowledges that it is able to fend
for itself,  can bear the economic risk of its investment and has such knowledge
and experience in financial or business matters that it is capable of evaluating
the merits and risks of the investment in this Warrant.  Holder also  represents
it has not been organized for the purpose of acquiring this Warrant.

         (c) Accredited Investor.  Holder is an "accredited investor" within the
meaning of Rule 501 of Regulation D of the  Securities  and Exchange  Commission
(the "SEC"), as presently in effect.

         (d) Restricted  Securities.  Holder understands that the Securities are
characterized  as  "restricted  securities"  under the federal  securities  laws
inasmuch  as they are being  acquired  from the  Company  in a  transaction  not
involving a public offering, and that under such laws and applicable regulations
such securities may be resold without  registration  under the Securities Act of
1933, as amended
<PAGE>

("the  Securities  Act")  only  in  certain  limited   circumstances.   In  this
connection,  Holder represents that it is familiar with SEC Rule 144 promulgated
under the Securities  Act, as presently in effect,  and  understands  the resale
limitations imposed thereby and by the Act.

         (e) Further Limitations on Disposition. Without in any way limiting the
representations  set  forth  above,  Holder  further  agrees  not  to  make  any
disposition  of all or any portion of the  Securities  unless and until there is
then in effect a registration  statement  under the Securities Act covering such
proposed  disposition  and such  disposition  is made in  accordance  with  such
registration  statement,  or (i) Holder  shall have  notified the Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances  surrounding the proposed  disposition,  and (ii)
Holder shall have  furnished the Company with an opinion of counsel,  reasonably
satisfactory to the Company, that such disposition will not require registration
of such shares under the Securities Act.

         (f) Authorization.  The holder hereby represents that its acceptance of
this  Warrant  has been  authorized  on its  behalf by all  appropriate  limited
liability company, corporate or partnership action.

         (g) Enforceability. The holder hereby represents that it has full legal
power to accept this Warrant and that its acceptance of this Warrant will result
in  legally  binding  obligations  of  the  holder  enforceable  against  it  in
accordance  with the  terms and  provisions  hereof  except  (i) as  limited  by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general  application  affecting  enforcement  of  creditors'  rights  generally,
and(ii) as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.


         (h) Legend.  This Warrant and all Shares  issued upon  exercise of this
Warrant(unless  registered  under  the  Securities  Act)  shall  be  stamped  or
imprinted with a legend in substantially the following form:

"THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED.  NO SALE OR  DISPOSITION  MAY BE  EFFECTED  WITHOUT  THE PRIOR  WRITTEN
CONSENT OF THE COMPANY AND WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER,  SATISFACTORY  TO THE  COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."

The Company need not  register a transfer of this Warrant or the Warrant  Shares
unless the  conditions  specified in such legend are  satisfied.  Subject to the
foregoing  transfer  restrictions  set forth in this  Section,  this  Warrant is
transferable,  in whole or in part, on the books of the Company,  upon surrender
of this Warrant to the Company, together with a written assignment duly executed
by the Holder.

(i)  Notwithstanding   the  foregoing,   the   restrictions   imposed  upon  the
     transferability  of this  Warrant  and the Warrant  Shares  shall cease and
     terminate  as to this  Warrant or any  particular  shares of capital  stock
     when,  (i) such  Warrant or  Warrant  Shares  shall  have been  effectively
     registered  under the 1933 Act and sold by the holder thereof in accordance
     with such  registration or (ii) counsel for Holder provides an opinion,  in
     form and substance reasonably satisfactory to the Company (or in lieu of an
     opinion of  counsel,  Holder  provides  the  Company  with  other  evidence
     satisfactory to the Company), that such restrictions are no longer required
     in order to  ensure  compliance  with the 1933  Act.  If and  whenever  the
     restrictions  imposed  hereunder  shall terminate as to this Warrant (or to
     any Warrant  Shares) as  hereinabove  provided,  Holder may and the Company
     shall,  as  promptly as  practicable  upon the request of Holder and at the
     Company's  expense,  cause to be stamped or otherwise  imprinted  upon this
     Warrant  or such  shares of  capital  stock a legend in  substantially  the
     following form:

            "The  restrictions on the  transferability  of [this] [these]
            [Warrant] [securities] terminated on _______________,  _____,
            and are of no further force or effect"
<PAGE>

or take such  other  action as to  effectively  remove the  restrictions  on the
transferability of the Warrant and the Warrant Shares.

         Any  Warrant   issued  upon  the   split-up,   combination,   exchange,
substitution,  transfer  or loan of the  Warrants  entitled  to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
hereunder  shall  terminate  as to any  Warrant  or as to any  shares of capital
stock, as hereinabove provided,  the Holder thereof shall be entitled to receive
from the Company without  expense,  a new Warrant or new shares of capital stock
not bearing the restrictive legend set forth hereon or above, respectively.

         (j) The  Company  shall  cause all  Warrant  Shares  covered by a valid
registration  statement to be listed on any  securities  exchange upon which the
Shares are then listed.

6. RIGHTS OF SHAREHOLDERS.

(a) No holder of the  Warrant or  Warrants  shall be entitled to vote or receive
dividends or be deemed the holder of Shares, nor shall anything contained herein
be  construed  to confer upon the holder of this  Warrant,  as such,  any of the
rights of a shareholder  of the Company or any right to vote for the election of
directors or upon any matter  submitted to shareholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock,  reclassification  of stock, change of par
value or change of stock to no par value, consolidation,  merger, conveyance, or
otherwise) or to receive notice of meetings,  or to receive  dividends until the
Warrant or Warrants  shall have been  exercised and the Shares shall have become
deliverable, as provided herein.

(b) As of the date hereof and at all times from and after the date  hereof,  the
shares of Common Stock deliverable on the exercise of this Warrant would not and
will not  constitute  ten  percent  (10%) or more (in terms of  either  value or
voting rights) of the  outstanding  shares of capital stock of the Company.  The
Company shall notify Warrant Holder of any redemptions or other actions taken by
the Company or any other person which may cause the  percentage of the Company's
capital stock subject to this Warrant to increase.

(c) In the event  Warrant  Holder at any time is entitled to acquire  under this
Warrant  shares of capital stock  representing  9.9% or more of the  outstanding
capital stock of the Company,  then Company shall be deemed by such date to have
terminated  and  redeemed  this Warrant and shall be obligated to pay to Warrant
Holder the difference between fair market value of the underlying shares and the
exercise price, per share,  subject to any  restrictions  imposed by Israeli law
and provided that the fair market value is greater than the exercise price.

7. PIGGY-BACK AND DEMAND REGISTRATION RIGHTS

(a) The Company  shall notify  Warrant  Holder in writing at least  fifteen (15)
days prior to filing any registration  statement under the 1933 Act for purposes
of effecting a public offering of securities of the Company (including,  but not
limited  to,   registration   statements  relating  to  secondary  offerings  of
securities of the Company, but excluding registration statements relating to any
employee  benefit plan or a corporate  reorganization)  and will afford  Warrant
Holder an opportunity to include in such registration  statement all or any part
of the Warrant  Shares  issued or reserved for  issuance to Warrant  Holder upon
exercise  of this  Warrant.  If  Warrant  Holder  desires to include in any such
registration  statement all or any part of such Warrant  Shares,  Warrant Holder
shall, within ten (10) days after receipt of the above-described notice from the
Company,  so notify the Company in writing,  and in such notice shall inform the
Company of the number of Warrant Shares Warrant Holder wishes to include in such
registration  statement.  If Warrant
<PAGE>

Holder  decides  not to  include  all of the  shares of Common  Stock  issued or
reserved for issuance to Warrant Holder upon the exercise of this Warrant in any
registration  statement  thereafter  filed by the Company,  Warrant Holder shall
nevertheless  continue to have the right to include any such Warrant  Shares any
subsequent  registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities,  all upon the terms and
conditions  set forth herein.  The Company will cooperate with Warrant Holder to
facilitate its distribution of Warrant Shares pursuant to any such  registration
statement.

(b) The Company  agrees to indemnify  and hold harmless  Warrant  Holder and its
directors,  officers,  employees, agents, partners, members, controlling persons
and affiliates from and against any losses,  claims, damages or liabilities they
may incur arising out of any untrue or alleged untrue statement of material fact
contained  in  such  registration  statement,  or any  amendment  or  supplement
thereto,  or arising out of or based upon the  omission  or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not  misleading,  or arising out of any violation of the
1933 Act or the  Securities  Exchange  Act of 1934,  as amended,  in  connection
therewith, provided that any such untrue or alleged untrue statement of material
fact or  omission  or alleged  omission  to state a material  fact  required  or
necessary to be stated to make the  statements  therein not  misleading  was not
caused by the negligence or willful  actions of Warrant  Holder,  and,  provided
that Warrant  Holder is entitled to  indemnification  hereunder,  will reimburse
Warrant  Holder and its  directors,  officers,  employees,  agents,  controlling
persons and affiliates for any legal or other  expenses  reasonably  incurred in
connection  with  investigating  or  defending  any such action or claim as such
expenses are incurred.

(c) All  expenses  incurred  by the  Company in  complying  with  Section  7(a),
including,  without limitation,  all registration and filing fees (including all
expenses incident to filing with the National Association of Securities Dealers,
Inc.), fees and expenses of complying with securities and blue sky laws, expense
allowances of the underwriters, underwriting discounts and commissions, printing
expenses,  fees and  disbursements of counsel or other advisor to the Company or
Holder,  and  of the  accountants  to  Company  or  Holder,  are  herein  called
"Registration Expenses."

(d) The  Company  shall  pay for  Registration  Expenses  (except  for  expenses
associated  with  counsel,  other  advisors  and/or  accountants  of  Holder) in
connection with each  registration  pursuant to Section 7(a).  Furthermore,  all
blue sky expenses required by law to be borne by seller or sellers in connection
with each registration  pursuant to Section 7(a) shall be borne by the seller or
sellers therein in proportion to the number of eligible  securities  included by
each in such  registration or in such other  proportions as they may agree upon.
In the event of any dispute as to how the blue sky expenses are  allocated,  the
Company  shall be entitled to  apportion  the  expenses in a  reasonable  manner
between the various sellers.

8. GOVERNING LAW.

The terms and  conditions  of this Warrant shall be governed by and construed in
accordance with the laws of the State of California.

9. MISCELLANEOUS.

The headings in this Warrant are for purposes of convenience and reference only,
and shall not be deemed to  constitute a part  hereof.  Neither this Warrant nor
any term hereof may be changed, waived, discharged or terminated orally but only
by an  instrument  in writing  signed by the Company and the  registered  holder
hereof. All notices and other  communications  from the Company to the holder of
this Warrant  shall be mailed by  first-class  registered  or certified  mail or
recognized commercial courier service, postage prepaid, to the address furnished
to the  Company  in writing by the last  holder of this  Warrant  who shall have
furnished an address to the Company in writing.
<PAGE>


___________, 200_                       COMMTOUCH SOFTWARE LTD.


                                        /s/Gideon Mantel
                                        ----------------
                                        Gideon Mantel, Chief Executive Officer


<PAGE>




                                    EXHIBIT A
                               NOTICE OF EXERCISE

TO:        COMMTOUCH SOFTWARE LTD.

1. The  undersigned  hereby elects to purchase  ___________  Shares of Commtouch
Software  Ltd.  pursuant  to the  terms of the  attached  Warrant,  and  tenders
herewith payment of the purchase price of such Shares in full, together with all
applicable transfer taxes, if any.

2. Please issue a certificate or  certificates  representing  said Shares in the
name of the undersigned or in such other name as is specified below:

                        ---------------------------------
                                     (Name)

                        ---------------------------------

                        ---------------------------------
                                    (Address)


                                             -----------------------------------
                                             Name of Warrant holder

                                             -----------------------------------
                                             Signature of Authorized Signatory

                                             -----------------------------------
                                             Print Name and Title

                                             -----------------------------------
                                             Date


<PAGE>


                                    EXHIBIT B
                              NOTICE OF CONVERSION

TO:     COMMTOUCH SOFTWARE LTD.

         1. The undersigned  hereby elects to convert the attached  Warrant into
such number of Ordinary  Shares (the "Shares") of Commtouch  Software Ltd. as is
determined  pursuant to Section 2(d) of such Warrant,  which conversion shall be
effected pursuant to the terms of the attached Warrant.

         2. Please issue a certificate or certificates  representing  the Shares
in the name of the undersigned or in such other name as is specified below:

                     -------------------------------------
                                  (Print Name)

                     -------------------------------------
                                    (Address)

                     -------------------------------------
                                    (Address)

         3. The  undersigned  represents  that the Shares are being acquired for
the account of the  undersigned  for  investment  and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.

(Date)                                                    (Signature)

                                                          (Print Name)