Exhibit 2.9.11


                    ADDENDUM 3 TO CONVERTIBLE LOAN AGREEMENT


         THIS ADDENDUM 3 TO CONVERTIBLE LOAN AGREEMENT (this  "Addendum")  dated
as of November 18, 2003 ("Effective Date"), is by and between Commtouch Software
Ltd., an Israeli corporation ("Commtouch"), and the lenders signing below (each,
a "Lender", and collectively, the "Lenders").

         WHEREAS,  Commtouch and the Lenders previously executed the Convertible
Loan  Agreement on January 29, 2003 and amended the  agreement on March 28, 2003
and  May  15,  2003  by  way  of  Addendum  1  and   Addendum  2,   respectively
("Agreement"); and

         WHEREAS,  the  parties  are  interested  at this  time in  effecting  a
Conversion of the Loan;

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

1.  Conversion

Provided shareholders approve this transaction as set out in the proxy statement
for the December 26, 2003 annual general meeting,  then pursuant to Section 3 of
each  Promissory  Note  held  by each of the  undersigned  Lenders  (hereinafter
"Converting Lenders"),  the Converting Lenders,  constituting a Lender Majority,
on the  Effective  Date of this  Addendum  will be  deemed  to have  effected  a
Conversion of the Loan plus interest accumulated on the Loan up to the Effective
Date.  This Addendum shall be deemed a Conversion  Notice,  as defined under the
Agreement. As a result thereof,  Commtouch shall (i) cause its transfer agent to
issue the Ordinary  Shares listed in Column A next to each  Converting  Lender's
name on Appendix "A" hereto and (ii) issue Warrants on the accumulated interest,
in accordance with the terms of the Agreement, being 100% warrant coverage, with
1/3  exercisable  at each of $0.25,  $0.33 and $0.50,  in the amounts and at the
prices set forth in Column C next to each  Converting  Lender's name on Appendix
"A".


2. Warrants Exercise

         Provided  shareholders approve this transaction as set out in the proxy
statement  for the  December 26, 2003 annual  general  meeting,  the  Converting
Lenders  agree to exercise the number of warrants at the  exercise  price(s) set
forth in Column E next to each  Converting  Lender's name on Appendix "A" hereto
by  providing a warrant  exercise  notice and payment of the  exercise  price to
Commtouch within five (5) business days following the shareholder approval.

3. Additional Interest Payment

a) In consideration of Converting  Lenders actions described in Sections 1 and 2
above,  Commtouch  agrees to pay  additional  interest equal to 7.5% of the Loan
Amount by way of a share  issuance based on a Conversion as described in Section
1 above.  In particular,  Commtouch  shall (i) cause its transfer agent to issue
the Ordinary Shares listed in Column B next to each Converting  Lender's name on
Appendix  "A" hereto and (ii) issue  Warrants on the  aforementioned  additional
interest,  being 100% warrant  coverage,  with 1/3 exercisable at each of $0.25,
$0.33 and $0.50, in accordance  with the terms of the Agreement,  in the amounts
and at the prices set forth in Column D next to each Converting Lender's name on
Appendix "A".

b) For certainty, the Agreement contemplated 100% warrant coverage for principal
and interest.  The increase in interest  payable,  contemplated by this Addendum
will  result in an  increased  number of shares  available  on  conversion,  and
therefore an equally  increased  number of warrants,  as set out in Column B and
Column D of Appendix "A".

<PAGE>

4. Registration Statement

a) With the  execution  of this  Addendum by  Commtouch  and a Lender  Majority,
Commtouch shall  immediately begin preparing a registration  statement  covering
the Ordinary Shares and Ordinary Shares  underlying  Warrants listed in Appendix
"A" hereto plus all shares that may be issued upon future  exercise of remaining
Warrants  held by  Converting  Lenders,  and will  work  diligently  to have the
registration  statement  filed  with  the SEC  and  declared  effective,  all in
accordance  with  Section 7 of the  Agreement.  Commtouch  shall be  entitled to
aggregate in one  registration  statement the Converting  Lenders'  shareholding
interests  described above with those of investors under the agreements  entered
into by Commtouch with certain  investors on July 10, 2003 and July 29, 2003, as
well as with shareholding  interests in Commtouch held by any other parties that
may require registration. Once the registration statement becomes effective, the
lenders may at any time resell their shares  registered  thereunder  on the open
market.

b) The registration  will register the total number of warrants lenders possess,
not just those  exercised  pursuant to this Addendum,  so investors will be free
thereafter to exercise and sell at their discretion.

c) If (a) the Registration  Statement is not filed by the Company within 60 days
from the date of signing by the Lender Majority,  (b) the Registration Statement
is not  declared  effective by the  Commission  within 120 days from the date of
signing  by  the  Lender  Majority,  (c)  such  Registration  Statement  is  not
maintained as effective by the Company for 36 months as from the date of signing
by the Lender  Majority,  or (d) NASDAQ  approval (if required) is not obtained,
(each a  "Registration  Default"),  and  the  reason  for  any one of the  above
occurrences  is not an event of Force  Majeure,  then the Company  will pay each
Investor  (pro-rata on a monthly basis),  for each Registration  Default then in
effect, as liquidated damages and not as a penalty, during any period in which a
Registration  Default is  occurring,  5% (five  percent) per  calendar  month or
portion  thereof  of (i)  the  aggregate  principal  plus  interest  owed to the
Investor  for the  Securities,  and (ii) the value of any  outstanding  Warrants
(valued at the  difference  between the average  volume  weighted  average price
[based on a trading  day from 9:30 a.m.  to 4:00  p.m.] on the  NASDAQ  SmallCap
Market as reported by Bloomberg Financial LP using the AQR function [i.e. volume
weighted  average quote recap] for the Ordinary Shares for each Trading Day (the
"VWAP")  during the applicable  month and the exercise  price  multiplied by the
number of Warrant Shares the Warrants are exercisable  into, but in no case less
than zero), held by such Investor until such corresponding  Registration Default
no longer exists ("Liquidated Damages").  Such payment of the Liquidated Damages
shall be made to the Investor  upon 5 Trading  Days'  irrevocable  notice to the
Investor,  in cash or  registered  Ordinary  Shares (based on the average of the
closing sale prices of an Ordinary  Share during the 5 Trading Days  immediately
following such irrevocable notice by the Company of such issuance),  on the last
day  of  each  month  during  which  a  Registration  Default  occurred  or  was
continuing, without demand therefor by the Investor; provided, however, that the
payment  of the  Liquidated  Damages  shall not  relieve  the  Company  from its
obligations  to  register  the  Securities  pursuant to this  Section.  Provided
however  that in no  event  shall  the  amount  of  Liquidated  Damages  payable
hereunder to any Investor exceed 45% (forty-five  percent) of the Purchase Price
paid by that  Investor.  And  provided  however  that the  Company  retains  the
discretion whether to pay such Liquidated Damages in cash or registered Ordinary
Shares.  To the extent that the issuance of Ordinary  Shares that are registered
as Liquidated  Damages is subject to the same delay,  notwithstanding  the above
monthly  requirement  for payment,  the Company may deliver to the Investor such
shares as soon as they become registered.

5. General

    a.   Terms used herein shall have the same meaning as ascribed to such terms
         in the Agreement.

    b.   Subject to s.4(a),  this  Addendum  and the  performance  hereunder  is
         conditioned on receipt of shareholder  approval at the upcoming  annual
         meeting of December 26, 2003.

    c.   Except to the extent  amended  hereby,  the terms and conditions of the
         Agreement  shall remain in full force and effect as between the parties
         hereto throughout the term of the Agreement.

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




<PAGE>


COMMTOUCH SOFTWARE LTD.

By: ________________                By: _______________
Title: _______________              Title:______________

<TABLE>
<CAPTION>
<S>                                                        <C>
LENDERS:


AxcessNet Resources LLC                                    Yona Hollander
By: ____________________________                           By: ____________________________
Title: _________________________                           Title: _________________________



Bert Amato
By: ____________________________
Title: _________________________


Compugen Systems Ltd.                                      Delta Capital Investments Ltd.
By: ____________________________                           By: ____________________________
Title: _________________________                           Title: _________________________


KKB Ventures LLC                                           Lloyd E. Shefsky
By: ____________________________                           By: ____________________________
Title: _________________________                           Title: _________________________

XDL Capital Corp. (as lender and not as Collateral Agent)  OZF Ltd.
By: ____________________________                           By: ____________________________
Title: _________________________                           Title: _________________________

Edward B. Roberts                                          Clarenville Ltd.
By: ____________________________
Title: _________________________                           By: ____________________________
                                                           Title: _________________________
LENE L.P.
By: ____________________________
Title: _________________________

</TABLE>


<PAGE>


                                  APPENDIX "A"
<TABLE>
<CAPTION>
                          Column A       Column B          Column C              Column D              Column E
Lenders' Names and        Ordinary       Ordinary          Warrants to be        Warrants              Warrants
Addresses                 Shares to be   Shares            issued on             to be                 to be
                          issued         to be issued      accumulated           issued on             exercised by
                          following      following         interest on           additional            Converting
                          Conversion     conversion of     Loan (and             7.5%                  Lenders
                          Loan  and      Additional        exercise              interest (and         (and
                          Accumulated    7.5%              (and                  exercise              exercise
                          Interest       Interest          prices)               prices)               prices)

<S>                       <C>            <C>               <C>                   <C>                   <C>
AxcessNet                 842,433        60,000            14,145@$0.25          20,000@$0.25          150,406@$0.25
Resources LLC.            -------        ------            ------------          ------------          -------------
1050 Winter Street
(Suite  2400),                                             14,144@$0.33          20,000@$0.33          150,406@$0.33
Waltham, MA 02451                                          ------------          ------------          -------------
Tel: (781)466-8888;
Fax:(781)466-8822;                                         14,144@$0.50          20,000@$0.50          150,405@$0.50
Email:eyal@axcess-net.com                                  ------------          ------------          -------------


Bert Amato                422,795        30,000            7,599@$0.25           10,000@$0.25          75,467@$0.25
364 Glencairn Avenue      -------        ------            ------------          ------------          -------------
Toronto, Ontario
M5N 1V1                                                    7,598@$0.33           10,000@$0.33          75,466@$0.33
Phone: (416) 488-9459                                      -----------           ------------          ------------
Fax:(416) 484-1409
Email: bamato@sympatico.ca                                 7,598@$0.50           10,000@$0.50          75,466@$0.50
                                                           -----------           ------------          ------------

Compugen Systems Ltd.     528,493        37,500            9,498@$0.25           12,500@$0.25          94,333@$0.25
25 Leek Crescent          -------        ------            -----------           ------------          ------------
Richmond Hill, ON
Canada L4B 4B3                                             9,498@$0.33           12,500@$0.33          94,333@$0.33
tel: 905 707-2050,                                         -----------           ------------          ------------
1-800-387-5045;
fax: (905) 707-2020                                        9,497@$0.50           12,500@$0.50          94,332@$0.50
Email: hzarek@compugen.com                                 -----------           ------------          ------------


<PAGE>

                          Column A       Column B          Column C              Column D              Column E

Delta Capital             211,397        15,000            3,799@$0.25           5,000@$0.25           37,733@$0.25
Investments Ltd.          -------        ------            -----------           -----------           ------------
37-41 Bedford Row
London, WC1R4JH                                            3,799@$0.33           5,000@$0.33           37,733@$0.33
Fax 44-20-76112396                                         -----------           -----------           ------------
Email: delta51@attglobal.net
Attn: David Teacher                                        3,799@$0.50           5,000@$0.50           37,733@$0.50
                                                           -----------           -----------           ------------


KKB Ventures LLC          1,061,370      75,000            20,457@$0.25          25,000@$0.25          189,396@$0.25
Attn: Ken Casey           ---------      ------            ------------          ------------          -------------
285 Musketaquid Rd.
Concord, Ma.  01742                                        20,457@$0.33          25,000@$0.33          189,395@$0.33
Tel: 617 320-9764                                          ------------          ------------          -------------
Fax: none
Email: kfcasey@hotmail.com                                 20,456@$0.50          25,000@$0.50          189,395@$0.50
                                                           ------------          ------------          -------------


XDL Capital Corp.         905,852        64,500            15,284@$0.25          21,500@$0.25          161,726@$0.25
30 St. Clair Avenue       -------        ------            ------------          ------------          -------------
West, Ste. 901,
Toronto,  M4V 3A1                                          15,284@$0.33          21,500@$0.33          161,726@$0.33
Attn: David Latner,  ASO                                   ------------          ------------          -------------
& Dennis Bennie
Tel:416-250-1990                                           15,284@$0.50          21,500@$0.50          161,725@$0.50
fax:416-250-6330                                           ------------          ------------          -------------
Email:  dbennie@xdl.com;
dlatner@xdl.com


Edward B. Roberts         317,095        22,500            5,699@$0.25           7,500@$0.25           56,600@$0.25
David Sarnoff Professor   -------        ------            -----------           -----------           ------------
of the Management of
Technology                                                 5,698@$0.33           7,500@$0.33           56,599@$0.33
MIT   Sloan   School  of                                   -----------           -----------           ------------
Management
300 Boylston St.                                           5,698@$0.50           7,500@$0.50           56,599@$0.50
Boston, MA 02116                                           -----------           -----------           ------------
Tel: 617-482-0671
Fax: 617-426-9107
Email: eroberts@mit.edu



<PAGE>



                          Column A       Column B          Column C              Column D              Column E

LENE L.P.                 211,397        15,000            3,799@$0.25           5,000@$0.25           37,733@$0.25
c/o  Lloyd  E.  Shefsky,  -------        ------            -----------           -----------           ------------
General Partner
444 N. Michigan Ave.                                       3,799@$0.33           5,000@$0.33           37,733@$0.33
Chicago, IL 60611                                          -----------           -----------           ------------
Tel: 312-836-4001
Fax: 312-527-9931                                          3,799@$0.50           5,000@$0.50           37,733@$0.50
Email:                                                     -----------           -----------           ------------
leshefsky@shefskyltd.com


Yona Hollander            84,559         6,000             1,520@$0.25           2,000@$0.25           15,094@$0.25
19261 Phil Lane           ------         -----             -----------           -----------           ------------
Cupertino, CA 95014
Tel: 408-996-1579                                          1,520@$0.33           2,000@$0.33           15,094@$0.33
Fax: 408 467 4601                                          -----------           -----------           ------------
yhollander@entercept.com
                                                           1,519@$0.50           2,000@$0.50           15,093@$0.50
                                                           -----------           -----------           ------------


Lloyd E. Shefsky          104,822        7,500             1,608@$0.25           2,500@$0.25           18,721@$0.25
444 N. Michigan Ave.      -------        -----             -----------           -----------           ------------
Chicago, IL 60611
Tel: 312-836-4001                                          1,607@$0.33           2,500@$0.33           18,720@$0.33
Fax: 312-527-9931                                          -----------           -----------           ------------
Email:
leshefsky@shefskyltd.com                                   1,607@$0.50           2,500@$0.50           18,720@$0.50
                                                           -----------           -----------           ------------



OZF Ltd.                  377,359        27,000            5,787@$0.25           9,000@$0.25           67,394@$0.25
Tropic Isle Building      -------        ------            -----------           -----------           ------------
Wickhams  Cay,
P.O. Box 964                                               5,786@$0.33           9,000@$0.33           67,393@$0.33
Road Town, Tortola,                                        -----------           -----------           ------------
British Virgin Islands
c/o Tis  Prager,  Prager                                   5,786@$0.50           9,000@$0.50           67,393@$0.50
Dreifuss,                                                  -----------           -----------           ------------
Muehlebachstr. 6,
CH-8008 Zurich,
Switzerland
Fax:  +41 1 254 55 99
Email:
mail@prager-dreifuss.com



<PAGE>



                          Column A       Column B          Column C              Column D              Column E

Clarenville Ltd.          209,644        15,000            3,215@$0.25           5,000@$0.25           37,441@$0.25
Nora Court 86, CY-3040    -------        ------            -----------           -----------           ------------
Athinon Street
Limassol, Cyprus                                           3,215@$0.33           5,000@$0.33           37,441@$0.33
Attn: Shlomo Weintraub                                     -----------           -----------           ------------
Tel: +1 408 666 8201
Fax: +1 408 255 7420                                       3,214@$0.50           5,000@$0.50           37,440@$0.50
Email:                                                     -----------           -----------           ------------
shlomowein@yahoo.com;
simon@capital-inv.com
Attn: Mr. Elikos Elia
Tel: 357 2 5555000
Fax: 357 2 5555001
Email:
elikos.elia@cy.pwc.com


</TABLE>