Exhibit 4.25

September 1, 2002

Gideon Mantel, CEO
Commtouch Software Ltd.
C/o Commtouch Inc.
1300 Crittenden Lane,
Suite # 102,
Mountain View, CA 94043

Dear Gideon,

I am glad to  continue  working  with  you and am glad we were  able to reach an
agreement  for the terms of our  engagement.  Here are the terms of our proposed
engagement.  If this proposal is  acceptable to you,  please return one executed
copy of this  letter to me. We are looking  forward to working  with you on this
opportunity.

1.       Engagement  AxcessNet Ltd. will be retained as of September 1, 2002, to
         advise  Commtouch  in  fund-raising   and  in  facilitating   strategic
         commercial transactions.  Our engagement will continue until terminated
         by one of us by a ten (10) day  written  notice to the other.  We shall
         attempt  to  attract  the  agreed  upon  Qualified  Entities  and  when
         appropriate,  enter  into  discussions,  arrange  meetings  and  try to
         facilitate  relationships  with the most suitable  candidates.  Once an
         adequate  situation is  identified,  AxcessNet  will help you prepare a
         structure  for the  proposed  transaction,  and assist in  facilitating
         negotiations with the Qualified Entities. AxcessNet will further assist
         in setting  realistic  expectations  for both parties,  and will advise
         Commtouch on establishing proper procedures to maximize the success and
         durability of the relationships.

         AxcessNet  will  operate  as your  consultant  and  facilitator,  under
         confidentiality and shall not share your confidential  information with
         any third party without your permission.

2.       Compensation:  Subject  to Section  2.3  below,  our fees for the above
         services will include the following components:

         2.1      Success fees equal to 5% of all Qualified  Gross  Proceeds and
                  of all Qualified  Securities Proceeds transferred with respect
                  to each Qualified Entity;

                  Subject  to  Section  2.2.   below,   payment  for   Qualified
                  Securities Proceeds will be made in the form of either cash or
                  Commtouch's  warrants or a combination  thereof at AxcessNet's
                  discretion.  Cash  payment will be due  immediately  upon each
                  transfer of Qualified  Gross Proceeds or Qualified  Securities
                  Proceeds.  Payments in the form of  warrants  will be based on
                  the  enclosed  Warrant  To  Purchase  Ordinary  Shares and the
                  relevant terms regarding  registration  rights included in the
                  Consulting  Agreement  dated September 1, 2002. The Warrant To
                  Purchase  Ordinary  Shares  will be issued upon  closing  each
                  transaction and will allow AxcessNet to buy ordinary shares of
                  Commtouch.  The number of warrants  that will be  allocated to
                  AxcessNet will be calculated as follows:  Number of warrants =
                  Dollar Value of Qualified  Securities  Proceeds / (divided by)
                  $0.29.  The warrants will be valid for a period of 5 years and
                  will have an exercise price of $0.01 per share.

                  In the event of a Business Combination the success fee will be
                  payable  with a minimum fee of  $100,000,  and payment will be
                  due  whether  the   consideration   is  paid  or  received  by
                  Commtouch, the Qualified Entity or their shareholders directly
                  or in escrow.

                  Within  four (4)  months  after the end of each  fiscal  year,
                  Commtouch will provide AxcessNet with a report,  detailing all
                  Qualified  Gross  Proceeds and Qualified  Securities
<PAGE>

                  Proceeds paid to or received by Commtouch throughout the year.
                  Success fees shall be payable for five (5) years following the
                  first  transfer  of  Qualified  Gross  Proceeds  or  Qualified
                  Securities Proceeds to Commtouch from each Qualified Entity.

                  Our right to receive  success  fees with  respect to Qualified
                  Entities,  who are non-Israeli related and with whom Commtouch
                  will first transact business during the term of this agreement
                  or within  twelve (12) months  after the  termination  of this
                  agreement,  shall survive such  termination and continue for a
                  period of five (5) years.

         2.2      Notwithstanding  the above under Section 2.1, should AxcessNet
                  choose to  receive  warrants  as  compensation  for  Qualified
                  Securities  Proceeds  received by Commtouch  and the amount of
                  the warrants is to exceed  250,000,  Commtouch  shall have the
                  right, at its sole discretion, to choose to pay such amount in
                  excess of the 250,000 warrants in cash.

         2.3      Notwithstanding  the above,  should Commtouch be acquired by a
                  third   party  and   AxcessNet,   upon  the  closing  of  said
                  acquisition, is then entitled to continued or potential future
                  payment of success fees based on Qualified  Gross  Proceeds to
                  be received by Commtouch, Commtouch shall be entitled to fully
                  liquidate its  obligations to AxcessNet  hereunder by way of a
                  one-time  payment equal to twenty-four  (24) (or the number of
                  months for which  success  fees are to be paid  hereunder,  if
                  less than 24) months' payments of success fee(s) to be made by
                  Commtouch  to   AxcessNet.   In  computing   the   appropriate
                  "liquidation  fee" under this subsection,  the expected future
                  value  of  Qualified   Gross  Proceeds  shall  be  taken  into
                  consideration.  The  parties  agree to  negotiate  in a timely
                  fashion  and in good faith the  liquidation  fee to be paid on
                  behalf of such additional future Qualified Gross Proceeds,  if
                  any.   Should  they  not  arrive  at  a  mutually   acceptable
                  resolution within seven (7) days of negotiation, the amount of
                  the  liquidation  fee to be paid on account of the  additional
                  future  Qualified  Gross  Proceeds  shall be brought before an
                  arbitrator to be or to be appointed by Itzhak Forer of Ernst &
                  Young.  The arbitrator shall decide the issue within seven (7)
                  days of  receiving  the  matter,  and the  parties  shall make
                  themselves  accessible to the  arbitrator  during this period.
                  The arbitrator's  decision shall be final and  non-appealable.
                  This  arbitration  clause  supersedes  the terms of  Section 4
                  below  with   respect  to  the  matter  of   determining   the
                  liquidation  fee to be made on  account of  additional  future
                  Qualified Gross Proceeds.

         2.4      Reimbursement  of all reasonable  and necessary  out-of-pocket
                  expenses  including travel and  communications,  provided that
                  each trip  outside  of the Boston  metropolitan  area and each
                  expense of more than a nominal  amount will be subject to your
                  prior written approval.

         2.5      Additional compensation paid as a Closing fee in the amount of
                  $15,000,  payable in cash upon  reaching  the first  agreement
                  with each Qualified  Entity or first  receiving Gross Proceeds
                  from each Qualified Entity,  whichever occurs first. AxcessNet
                  agrees to waive the Closing fee for the Term of the Consulting
                  Agreement dated September 1, 2002 or until termination of said
                  Consulting  Agreement,  whichever occurs first, all as defined
                  therein.

3. Definitions    For purposes of this Agreement:

         (a)      "Proceeds" shall mean all proceeds including,  but not limited
                  to,  all cash,  notes,  stock,  securities,  services,  goods,
                  discounts  or any other thing of value.  Other than cash,  all
                  Proceeds  shall  be  valued  at  their  fair  market  value as
                  reasonably determined by the parties hereto.

         (b)      "Securities Proceeds" shall mean all Proceeds paid or received
                  in exchange for the sale of securities.

         (c)      "Gross  Proceeds"  shall mean all Proceeds paid or received in
                  exchange  for the sale of products,  services,  or other items
                  other than securities.
<PAGE>

         (d)      "Qualified  Entities"  shall mean any entities  agreed upon in
                  writing,  and said list may be amended from time to time by an
                  email from  Commtouch  addressed to AxcessNet  confirming  the
                  addition  of  groups  of  entities  to the  list of  Qualified
                  Entities,  or any  subsidiary,  Affiliate  or successor of any
                  such  person  or  entity,  as well  as any  person  or  entity
                  indirectly  introduced  through  said  Qualified  Entities.

                  A limited  partner in any Qualified  Entity who  co-invests in
                  Commtouch  along  with  such  Qualified  Entity  will  also be
                  considered a Qualified Entity.  An Israeli related  investment
                  firm or other Israeli  entity shall remain a Qualified  Entity
                  for a period of six (6)  months as from its  inclusion  in the
                  aforementioned  list,  and shall also survive  termination  of
                  this agreement and continue for the remaining  period of these
                  six (6) months. If at any time during the six (6) month period
                  the Qualified Entity shall sign on an agreement with Commtouch
                  resulting in Qualified Gross Proceeds or Qualified  Securities
                  Proceeds being received by Commtouch,  the entity shall remain
                  a Qualified  Entity for such period as contemplated  herein in
                  order  for  AxcessNet  to  receive  its full  compensation  as
                  described in Section 2 above.

                  A non-Israeli  related  investment  firm or other  non-Israeli
                  entity shall remain a Qualified  Entity for a period of twelve
                  (12) months as from its inclusion in the aforementioned  list.
                  If at any  time  during  the  twelve  (12)  month  period  the
                  Qualified  Entity  shall sign on an agreement  with  Commtouch
                  resulting in Qualified Gross Proceeds or Qualified  Securities
                  Proceeds being received by Commtouch,  the entity shall remain
                  a Qualified  Entity for such period as contemplated  herein in
                  order  for  AxcessNet  to  receive  its full  compensation  as
                  described in Section 2 above.

         (e)      "Qualified  Gross  Proceeds"  shall  mean any  Gross  Proceeds
                  received by Commtouch from a Qualified Entity.

         (f)      "Qualified  Securities  Proceeds"  shall  mean any  Securities
                  Proceeds  received by  Commtouch or its  shareholders  for the
                  sale of Commtouch's  securities to a Qualified  Entity,  or to
                  other  entities  in an  investment  round  led by a  Qualified
                  Entity,  or any  Securities  Proceeds  paid by  Commtouch to a
                  Qualified  Entity or to the shareholders of a Qualified Entity
                  for  the  sale  of  the  Qualified  Entity's  securities.  For
                  clarification  purposes,  in no  event is  AxcessNet  to enjoy
                  double  payments from Commtouch as a result of shares of stock
                  in  Commtouch  and a third party being  exchanged  in the same
                  transaction or set of transactions.

         (g)      "Business  Combination"  shall mean any transaction or related
                  series or combination  of  transactions  whereby,  directly or
                  indirectly,  control of Commtouch or all or substantially  all
                  of its business or assets is acquired by a Qualified Entity in
                  a sale or exchange of stock, merger or consolidation,  sale of
                  assets or other similar transaction.

         (h)      "Affiliate" shall include a parent  corporation,  a subsidiary
                  corporation or any other entity with a twenty percent (20%) or
                  more   common    ownership   with   an   entity   or   person.
                  Notwithstanding   the  foregoing,   Commtouch  KK  (Japan)  is
                  explicitly  excluded  from  inclusion  in  the  definition  of
                  Affiliate.

         (i)      "Commtouch"  shall mean together with all its subsidiaries and
                  Affiliates.

4.   Arbitration  Any  controversy or claim arising out of, or relating to, this
     agreement,  or its breach,  shall be settled by  arbitration  in accordance
     with the then  governing  rules of the  American  Arbitration  Association.
     Judgment  upon the award  rendered may be entered and enforced in any court
     of  competent  jurisdiction,  including  courts in the  United  States  and
     Israel.

5.   Governing   LawThis  agreement  shall  be  governed  by  and  construed  in
     accordance  with  the  laws of the  State of  California.  AxcessNet  shall
     perform all the work contemplated hereunder in the United States.

                                                      Sincerely,

                                                      /s/ Eyal Shavit
                                                      ---------------
                                                      Eyal Shavit
                                                      President
<PAGE>


We accept and confirm all the terms of our agreement as stated in this letter,

/s/Gideon Mantel
----------------
By: Gideon Mantel
Title: CEO
Date:


<PAGE>


To: AxcessNet Ltd.
Attn: Eyal Shavit, President

                      Re: Amendment 1 to Advisory Agreement

Dear Eyal,

This Amendment to the advisory  agreement dated September 1, 2002 (the "Advisory
Agreement"),  effective  September  1, 2002,  sets forth the  amended  terms and
conditions  regarding  AxcessNet  compensation  for providing  certain  advisory
services to Company, as follows:

         1.       Notwithstanding any other term to the contrary in the Advisory
                  Agreement, AxcessNet Ltd. agrees that it shall not be entitled
                  to any compensation  under the Advisory Agreement on behalf of
                  any of  its  activities  relating  to the  "Other  Target"  on
                  Exhibit A to the Advisory  Agreement  known as "Dennis  Bennie
                  and his controlled Entities".

         2.       In relation to paragraph 1 above,  AxcessNet Ltd.  voluntarily
                  waives any and all rights to make claims for  compensation  of
                  any kind based on its  activities in relation to Dennis Bennie
                  and/or his controlled Entities, including, but not limited to,
                  claims based on  transaction(s)  between  Dennis Bennie and/or
                  his   controlled   entities  and  Commtouch   leading  to  the
                  generation  of  Qualified  Gross  Proceeds  and/or   Qualified
                  Securities Proceeds, as defined in the Advisory Agreement.

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

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

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


/s/ Eyal Shavit
-----------------------
AxcessNet Ltd.
Eyal Shavit, President
December 1, 2002