SURRENDER AGREEMENT

         SURRENDER  AGREEMENT  made as of August  31,  2002  between  Omni South
Beach, L.P. having an office  c/o Streamline  Properties,  Inc., 1125 Washington
Avenue, Miami Beach, Florida ("Landlord"),  and Commtouch Latin America having a
place of business at 1680  Michigan  Avenue,  Suite 1001,  Miami Beach,  Florida
("Tenant").

                                   WITNESSETH

         WHEREAS, Landlord entered into a certain lease dated June 30, 2000 (the
"Lease")  covering the premises  located at 1680  Michigan  Avenue,  Suite 1001,
Miami Beach, Florida (the "Premises");

         WHEREAS,  Tenant sublet the Premises to Joseph M. Barisic PLLC pursuant
to sublease dated June 26, 2001 (the "Sublease");

         WHEREAS, Tenant desires to surrender the Lease to Landlord and Landlord
is  willing  to  accept  such  surrender  in the  manner  and upon the terms and
conditions hereinafter setforth; and

         WHEREAS,  Tenant is  simultaneously  herewith  entering into a Sublease
Termination Agreement with Subtenant.

         NOW,  THEREFORE,  in  consideration of the premises and Ten Dollars and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, it is mutually covenanted and agreed as follows:

         1. Tenant shall surrender to Landlord as of August 31, 2002 ("Surrender
Date")  the Lease and the term and estate  thereby  granted,  together  with the
Premises  thereby  demised,  to the  intent and  purpose  that the estate of the
Tenant in and to the Premises shall be wholly  extinguished and that the term of
the Lease  shall  expire on the  Surrender  Date in the same manner and with the
same  effect  as if such  date  were  the date set  forth in the  Lease  for the
expiration of the term thereof.

         2. Tenant hereby represents and covenants that nothing has been or will
be done or suffered whereby the Lease, or the term or estate thereby granted, or
the  Premises,   or  any  part  thereof,   or  any   alterations,   decorations,
installations,  additions and  improvements in and to the Premises,  or any part
thereof, have been or will be encumbered in any way whatsoever,  and that Tenant
owns and will own the Lease and has and will have good  right to  surrender  the
same, and that except for the Subtenant  pursuant to the Sublease,  no one other
than Tenant has  acquired  or will  acquire  through or under  Tenant any right,
title or interest in or to the Lease, or the

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term or estate thereby granted,  or in or to the Premises,  or any part thereof,
or in or to  said  alterations,  decorations,  installations,  additions  and/or
improvements, or any part thereof.

         3.  Tenant  covenants  and agrees  that it will  defend any third party
claim to ownership of the Lease,  or  possession of any portion of the Premises,
and will  indemnify  and hold  harmless  Landlord  from any loss and/or  expense
(including reasonable attorneys fees and disbursements)  incurred as a result of
such third party claim.

         4. In consideration  of Landlord  accepting this early surrender of the
Lease,  Tenant  agrees to forfeit  all of its right,  title and  interest to the
following:

               a) Its  security  deposit  under  the  Lease  in  the  amount  of
                  $14,418.14;

               b) The $58,020  proceeds of the letter of credit  drawn down upon
                  by Landlord in accordance with the Lease; and

               c) The furniture in the Premises, a schedule of which is attached
                  hereto as Schedule A ("FF&E").

         5.  Simultaneously   herewith,   Tenant  is  executing  a)  a  Sublease
Termination  Agreement  with  Joseph  M.  Barisic  PLLC  and b) a bill of  sale,
assigning to Landlord all of Tenant's right,  title,  and interest in and to the
FF & E. Tenant  represents that the FF & E is owned free and clear by Tenant and
is not subject to any liens or encumbrances.

         6.  Landlord  shall  accept the  surrender of the Lease as of Surrender
Date and in  consideration  of such surrender by Tenant and of the acceptance of
such surrender by Landlord,  except as set forth in Section 7 hereof, Tenant and
Landlord   do   hereby   mutually   release   each   other,   their   respective
representatives, successors and assigns of and from any and all claims, damages,
obligations, liabilities, actions and causes of action, of every kind and nature
whatsoever, arising under or in connection with the Lease.

         7. Tenant acknowledges that simultaneously with Tenant's termination of
the Sublease,  Landlord is entering into a direct lease with Subtenant  ("Direct
Lease")  upon the same terms and  conditions  as the  Sublease.  Notwithstanding
anything to the contrary  contained herein,  Tenant shall remain responsible for
any commission due to Majestic Properties under the Sublease or under the Direct
Lease in the event  Joseph M. Barisic  PLLC  exercises  its option to extend the
term of the Direct  Lease,  and Tenant  hereby  indemnifies  and holds  Landlord
harmless of

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any from any cost,  liability or expense (including  reasonable  attorney's fees
and costs) in connection with a claim by Majestic Properties for a commission.

         8. This  Surrender  Agreement may not be changed  orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.

         9.  The  covenants,   agreements,   terms,  provisions  and  conditions
contained  in this  Surrender  Agreement  shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

         IN WITNESS WHEREOF, the parties hereto have respectively  executed this
Surrender Agreement as of the day and year first above written.

Landlord:
Omni South Beach, L.P.
By: Streamline Properties, Inc., Agent

                                                /s/
                                                ------------------------------
                                                Witness

        By: /s/ Saul Gross, Pres.               /s/
            -------------------------------     ------------------------------
            Saul Gross, Pres.                   Witness

Tenant:
Commtouch Latin America
                                                /s/ Gary Davis
                                                ------------------------------
                                                Witness

        By: /s/ Gideon Mantel                   /s/ Devyani Patel
            -------------------------------     ------------------------------
                                                Witness