CERTAIN
        PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
        SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS
        AMENDED.

    

    

      Oberon
        Media, INC.

      SOFTWARE
        PRODUCT LICENSING AND SOFTWARE GAME DISTRIBUTION AND

      PROMOTION
        AGREEMENT

       

      This
        Software Product Licensing, and Game Software Distribution and Promotion
        Agreement (this “Agreement”) is effective as of, Jan 7th 2004 (the “Effective
        Date”), by and between Oberon Media, Inc., a Delaware corporation further
        described below (“Licensor”), and IncrediMail, Ltd., a Software corporation,
        located at Tel Aviv Israel (“Partner”), and describes the terms and conditions
        relating to Partner’s use, distribution and promotion of Licensor’s game
        software and other software products.

       

      
        	
                Partner:

              	 
	
                Name:

              	
                IncrediMail
                  Ltd.

              
	
                Address:

              	
                2
                  Kaufman st’ - Tel Aviv

              
	
                Country:

              	
                Israel

              
	
                Telephone:

              	
                972-3-5160195

              
	
                Main
                  Contact:

              	
                Ofer
                  Adler

              
	
                FAX:

              	
                972-3-5160917

              
	
                Email:

              	
                ofer@incredimail.com

              
	
                URL:

              	
                incredimail.com

              


      

       

      NOW,
        THEREFORE, in consideration of the mutual promises and covenants contained
        herein, the parties agree as follows:

      


      1. DEFINITIONS

       

      The
        following capitalized terms will have the meanings set forth below:

       

      “Game
        Center Software”
        means
        Licensor’s proprietary Software product, including all client side components
        presented via an Internet browser, server side components installed on a
        server
        computer, digital right management components and all other software modules
        used in connection with enabling distribution and promotion of various Software
        Games.

       

      “Game
        Page”
        means
        the destination web page that is hosted by Licensor sites and branded with
        Partner Marks, from where a User may link to, access, play and purchase Software
        Game Versions that are hosted by Licensor.

       

      “Partner
        Sites”
        means
        the Internet web site located at Partner’s URL listed above, including all
        related web pages, owned or operated by Licensor.

       

      “Licensor
        Sites”
        means
        the Internet web sites owned and operated by Licensor from where Licensor
        and/or
        Licensor’s third party Developers promote the Programs, including informational
        web pages pertaining to the Programs.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “User”
        means
        the entity or person to whom the Programs are distributed for personal
        use.

       

      “Program(s)”
        means
        the object code, including all Updates thereto, of each of Licensor’s software
        game program(s) distributed and sold via the Game Center Software Product,
        together with all Licensor documentation and related files. As used herein,
        “Program(s)” includes Demo Versions, Full Versions, and Web
        Versions.

       

      “Web
        Version(s)”
        means a
        version of the Programs with a feature set for play when a User is connected
        to
        the Internet.

       

      “Demo
        Version(s)”
        means a
        version of the Program with a feature set that limits the amount of play
        time or
        number of plays by a User of the Full Version.

       

      “Full
        Versions(s)”
        means a
        version of the Programs that are enabled with full features and functionality
        pursuant to Licensor’s documentation and specifications.

       

      “Licensor
        Marks”
        means
        the trademarks, service marks, logos and trade names of Licensor, Licensor
        Game
        Center Software Product, Licensor Programs, and other affiliated developers’
        Programs published and distributed by Licensor.

       

      “Licensor
        Material”
        means
        the marketing material pertaining to Licensor and the Programs provided by
        Licensor to Partner.

       

      “Net
        License Fees”
        means
        the total gross fees received by Licensor for the sale of any of the Programs,
        less any amounts paid for taxes, refunds, returns, bandwidth costs, royalties
        paid to third party developers, and contested credit transactions.

       

      “Bundle
        Net License Fees”
        means
        the percentage of the total gross fees received by Partner for the sale of
        a
        bundle of software and/or services that contains at least one Full Version,
        which is determined by dividing the total retail price of the Full Version
        by
        the total retail price of all of the components of the bundle if sold
        separately, less any amounts paid for taxes, refunds, returns, bandwidth
        costs,
        royalties paid to developers, and contested credit transactions.

       

      “Confidential
        Information”
        means
        the confidential or proprietary technical or business information of a party,
        including without limitation: (a) proposals or research related to possible
        new
        products or services; (b) financial statements and other financial information;
        (c) reporting information, (d) the material terms of this Agreement and the
        relationship between the parties; and (e) launch dates; provided, however,
        that
        all of the information will be considered confidential only if it is
        conspicuously designated as “Confidential,” or if provided orally, identified at
        the time of disclosure as confidential.

       

      “General
        Information”
        means
        all information that is not Personally Identifiable Information, which is
        tracked in connection with a User’s use of the Programs. Examples of “General
        Information” include, without limitation, statistical usage information, browser
        and video settings of a User’s computers, and the language of the User’s
        computer systems.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Internet
        Protocol”
        means
        any protocol used to route data on the Internet or on any portion of the
        Internet, including all versions currently in existence or developed or
        implemented in the future.

       

      “Personally
        Identifiable Information”
        means
        any information collected from Users that could be used to identify the identity
        of such User including, without limitation, name, email, address, and payment
        information.

       

      “Territory”
        territory defined as world wide.

       

      “Licensor
        Information”
        means
        the information and metadata to be incorporated into the Programs by Licensor
        prior to delivery, as specified by Licensor from time to time.

       

      “Updates”
        means:
        (a) subsequent releases of the Programs that (i) add new features,
        functionality, and/or improved performance, (ii) operate on new or other
        databases, operating systems, or client or server platforms, or (iii) add
        new
        foreign language capabilities; (b) bug or error fixes, patches, workaround
        and
        maintenance releases; (c) new point releases, including those denoted by
        a
        change to the right of the first decimal (e.g., v3.0 to 3.1), and (d) new
        major
        version releases, regardless of the version name or number, but including
        those
        denoted by (i) a change to the left of the first decimal point (e.g., v5.0
        to
        6.0) and/or (ii) the addition of a date designation or a change in an existing
        case designation (e.g., v2001 to 2002).

       

      “User
        Data”
        means,
        collectively, Personally Identifiable Information and General
        Information.

      


      2. LICENSE
        GRANT

      


      2.1 License
        to Use Game Center Storage.
        Subject
        to the terms and conditions of this Agreement, licensor hereby grants to
        Partner
        a nonexclusive, nontransferable single license to use the Game Center Software
        in the Territory as a stand-alone product, solely in object code format,
        for use
        by End-Users for the purpose of promoting and selling of various
        Programs.

       

      The
        Game
        Center Software shall be licensed to provide Partner’s Internet users with
        access and/or links to the Programs.

      


      2.1.1 The
        Game
        Center Software shall be private-labeled and branded to carry Partner’s page
        look.

      


      2.1.2 The
        Game
        Center Software shall be linked to Partner Site via a URL at
        partner.com.

      


      2.1.3 Licensor
        shall host, maintain and manage the Game Center Software on its servers and
        will
        provide Programs based on user demographic and consumer needs.

      


      2.1.4 Licensor
        shall be the exclusive provider of content and Programs distributed via the
        Game
        Center Software. Licensor may from time to time at its discretion add, update,
        remove and replace programs offered via the Game Center software.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Partner
        shall not have the right to assign to any third parties the rights to Use
        the
        Game Center Software. Partner shall not have the right to use the Game Center
        Software outside of the Territory prior written consent from Licensor. Partner
        will have the right to veto distribution of any games from its channel by
        notification to Licensor.

      


      2.2 License
        to Distribute.
        Licensor hereby grants to Partner a nonexclusive, worldwide right and license
        to, distribute and market to its users the Full Versions: (a) via the Game
        Center Software as the sole vehicle for selling Licensor’s Programs (b) through
        electronic distribution via Internet Protocol; and (c) any or all Programs,
        Bundled Programs or services offered by Licensor from time to time, whether
        electronically via Internet Protocol or through tangible media such as CD-ROMs,
        DVDs, diskettes, or hard disc drives. Additionally, Partner may distribute
        the
        Demo Versions through electronic distribution via the Internet.

      


      2.3 Web
        Versions.
        In the
        event that Licensor makes a Web Version available for some programs, Licensor
        hereby grants to Partner a non-exclusive, worldwide right and license to
        market
        and promote the Web Version via the Game Center Software, and to link to
        the Web
        Version from the Game Pages pursuant to the terms and conditions of this
        Agreement.

      


      2.4 Use
        of Licensor Marks and Licensor Material.
        Licensor hereby grants to Partner the right to use the names, trademarks,
        trade
        names, drawings, logos and symbols associated with Licensor and/or the Programs
        to market, identify and distribute the Programs in the manner contemplated
        herein.

      


      3. PARTNER
        RIGHTS AND OBLIGATIONS

      


      3.1 Promotion
        of Game Center.
        Partner
        will make its best efforts to promote the Game Center and drive traffic to
        the
        site. Partner may promote the offering via online and offline advertisement
        to
        its users.

      


      3.2 Embedding
        of Game Center Software.
        Partner
        shall create a link between Partner Sites’ and the Game Center Software served
        of Licensor’s Site.

      


      3.3 Advertising
        Rights.
        Partner
        shall have the right to advertise on the free space surrounding the Game
        Center
        Software Game Pages, in accordance with custom advertising policies on Partner’s
        site.

      


      3.4 Technical
        Support and Program Updates.
        Throughout the Term, Licensor will provide Partner with: (a) reasonable
        technical support as Partner may require from time to time; (b) all reasonable
        assistance necessary for Partner to perform its obligations hereunder; and
        (c)
        Updates as soon as they are available. Partner will provide technical support
        to
        Users in accordance with Partner’s published policies.

      


      4. LICENSOR’S
        RIGHTS AND OBLIGATIONS

      


      4.1 Program
        Listings within the Game Center.
        Licensor will, at its sole editorial discretion, advertise or list the Programs
        on the Partner Sites. Licensor may refuse, suspend, or cease advertising,
        distributing or licensing any Programs if Licensor determines, in its sole
        discretion, that such action is commercially appropriate. Licensor will notify
        Partner within thirty (30) business days of any permanent suspension or
        cessation of advertising, distribution or licensing of any Programs but in
        no
        event will Licensor be liable to Partner for any damages of any nature arising
        from refusing, suspending or ceasing advertising or listing of any Program
        in
        the Partner Sites. Partner will have the right to veto distribution of any
        Programs on the Partner Sites by notification to Licensor.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      4.2 Title.
        Licensor and its affiliated developers will retain all title and ownership
        in
        the Programs, and nothing in this Agreement will be construed to affect such
        Licensor rights. Licensor will be solely responsible for the content, quality
        and performance of the Programs and for any warranty, support, maintenance
        or
        other obligations related to the Programs. Partner acknowledges that the
        Licensor Marks and Licensor Material are owned solely by Licensor and except
        as
        expressly provided above; Partner does not hereby acquire any ownership or
        other
        rights in the Licensor Marks and Licensor Material. Partner will not remove,
        alter or add to any Licensor Marks, copyright notices, or other proprietary
        rights notices from the Programs without Licensor’s express
        consent.

      


      4.3 Relationships
        with Third Party Developers.
        Licensor will have the sole control and responsibility for maintaining the
        relationships with third party developers. Partner shall refer any developer
        inquiry regarding possible publishing and/or distribution inquiry to
        Licensor.

      


      4.4 User
        Support.
        Licensor and its affiliate developers will provide all Users with a
        substantially similar level of online support for the Programs as offered
        by
        Licensor to other individuals who have access to the Programs. Licensor will,
        at
        a minimum, provide email User support and will use commercially reasonable
        efforts to respond to User emails within two (2) business day during Licensor’s
        normal business hours.

      


      5. PAYMENT
        TERMS

      


      5.1 Net
        License Fee for Nonbundled Sales.
        For
        nonbundled sales of the Full Versions, Licensor will pay to Partner a fee
        of
        *****1 percent (*****%1) of Net License Fees actually
        received by Licensor for the Programs.

      


      5.2 Net
        License Fee for Bundled Sales.
        For
        sales of the Full Version included as part of a bundle, Licensor will pay
        to
        Partner a fee of *****1 
        percent
        (*****%1)
        of the
        Bundle Net License Fee actually received by Licensor.

      


      5.3 Payment.
        Licensor will pay to Partner the percentage of Net License Fees and Bundle
        Net
        License Fees stated in Section 5.2, 5.3 and 5.4 above. Payments will be made
        to
        Partner within forty-five (20) days of the end of each month in which Net
        License Fees and/or Bundle Net License Fees are collected by Licensor. If
        the
        amount payable to Licensor is less than one thousand dollars ($1,000) for
        any
        one month, Licensor may, at its sole discretion and upon notification to
        Partner, elect to pay Partner on a quarterly basis for the remainder of the
        Term, payments of which will be made within forty-five (45) days of the end
        of
        the quarter. All payment made hereunder will be made by check and in U.S.
        Dollars. Licensor will provide Partner with a report of Full Version sales
        each
        month (or quarter if applicable) Licensor will not owe Partner any fees for
        Demo
        Versions or Web Versions.

       

      
        
          

        

      

      
        1
          REPRESENTS MATERIAL THAT HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO
          RULE
          406
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


      

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      5.4 Taxes.
        With
        respect to the Net License Fees and Bundle Net License Fees, Licensor will
        collect and remit to the appropriate taxing authority, or require the purchaser
        to pay, all sales, use or similar taxes applicable. Except for the foregoing,
        each party is solely and separately responsible for its own taxes, user fees,
        or
        similar levies. Each party agrees to assist the other party in claiming
        exemption from any deductions or withholdings under any double taxation or
        similar agreement or treaty from time to time in force with respect to the
        royalties payable hereunder.

      


      6. TERM

      


      6.1 Term.
        The
        Agreement will commence on the Effective Date and will continue until terminated
        in accordance with the terms hereof.

      


      6.2 Termination.
        Either
        party may terminate this Agreement *****1 ,
        provided that such terminating party gives the other party *****1
        prior
        written notice

      


      6.3 Effect
        of Termination.
        Upon
        termination of the Agreement, the licenses granted to Partner herein will
        terminate. All User license agreements relating to the Programs will continue
        in
        perpetuity after the termination or expiration of this Agreement for whatever
        reason. Sections 4.2 Title, 5 Payment, 6.3 Effect of Termination, 7 Warranties,
        Liabilities and Indemnification and 8 General Provisions - will survive the
        termination of this Agreement for any reason.

      


      7. WARRANTIES,
        LIABILITIES AND INDEMNIFICATION

      


      7.1 Licensor
        Warranties.
        Licensor hereby represents and warrants to Partner that: (a) it is authorized
        to
        enter into this Agreement; (b) it has the rights and interests in the Programs
        to distribute and has the rights to grant the rights granted to Partner
        herein.

      


      7.2 Partner
        Warranties.
        Partner
        hereby represents and warrants to Licensor that: (a) it is authorized to
        enter
        into this Agreement; (b) it is the exclusive owner of all rights and interests
        in the Partner’s Sites.

      


      7.3 No
        Other Warranties. UNLESS
        SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPIED CONDITIONS, REPRESENTATIONS
        AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
        FOR
        A PARTICULAR PURPOSE, ARE DISCLAIMED, EXCEPT TO THE EXTENT SUCH DISCLAIMERS
        ARE
        HELD TO BE LEGALLY INVALID.

       

      
        

      

      
        
          1
            REPRESENTS MATERIAL THAT HAS BEEN REDACTED AND SEPARATELY FILED WITH
            THE
            COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT
            TO
RULE
            406
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

           

        

      

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      7.4 Limitation
        of Liability.
        EXCEPT
        FOR LICENSOR’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7.5 BELOW,
        NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, LOST DATA OR ANY FORM
        OF
        SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENCIAL OR PUNITIVE DAMAGES ARISING
        OUT OF
        OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY
        (INCLUDING NEGLIGENCE) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
        OF
        SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S TOTAL LIABILITY UNDER THIS AGREEMENT
        EXCEED THE AMOUNTS ACTUALLY PAID TO PARTNER BY LICENSOR HEREUNDER DURING
        THE
        PREVIOUS SIX (6) MONTH PERIOD.

      


      8. GENERAL
        PROVISIONS

      


      8.1 Compliance
        With Laws.
        Both
        parties will comply with all material aspects of the laws and regulations
        applicable to its activities under this Agreement. Without limiting the
        foregoing, both parties will: (a) comply with all United States Department
        of
        Commerce and other United States export controls with respect to the subject
        matter hereof; and (b) not knowingly produce or distribute any software,
        products, or technical data in any country where such production or distribution
        would be unlawful.

      


      8.2 Notices
        and Contact Information.
        All
        notices and demands under this Agreement will be in writing and will be
        delivered by personal service, express courier, or United States mail to
        the
        following addresses: 

       

      If
        to
        Licensor:

       

      Oberon
        Media, Inc.

       

      1450
        Broadway, 18th
        Floor

      New
        York,
        NY 10018-2201

      Attention:
        Taj Kerret

       

      If
        to
        Partner:

       

      IncrediMail
        Ltd.

      2
        Kaufman
        st - 8th
        Floor

      Tel
        Aviv,
        Israel 68012

      Attention:
        Yaron Adler

       

      Either
        party may change their address set forth above by providing written notice
        to
        the other party. Notice will be effective on receipt

      


      8.3 Confidentiality.
        Except
        as expressly and unambiguously allowed herein, each party will hold in
        confidence and not use or disclose any Confidential Information and will
        similarly bind its employees and contractors in writing. The receiving party
        will not be obligated under this Section 8.3 with respect to information
        the
        receiving party can document. (a) is or has become readily publicly available
        with restriction through no fault of the receiving party or its employees
        or
        contractors; (b) was received without restriction from a third party lawfully
        in
        possession of such information and lawfully empowered to disclose such
        information; (c) was rightfully in the possession of the receiving party
        without
        restriction prior to its disclosure by the disclosing party; (d) is
        independently developed by the receiving party by employees without access
        to
        the other party’s similar Confidential Information; or (e) is required by law or
        order of a court, administrative agency or other governmental body to be
        disclosed by the receiving party. The parties’ obligations with respect to
        Confidential Information will continue for the shorter of two (2) years from
        the
        date of termination of this Agreement or until one of the above enumerated
        conditions becomes applicable. Each party acknowledges that its breach of
        this
        Section 8.3 will cause irreparable injury to the other for which monetary
        damages are not an adequate remedy. Accordingly, either party may be entitled
        to
        seek injunctions and other equitable remedies in the event of such breach
        by the
        other.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      8.4 Non-Assignment.
        Partner
        may not assign, sublicense, transfer, encumber or otherwise dispose of this
        Agreement without the prior written approval of Licensor. Any attempted
        assignment, sublicense, transfer, encumbrance or other disposal of this
        Agreement by Licensor in violation of this provision will constitute a material
        default and breach of this Agreement. Except as otherwise provided, this
        Agreement will be binding upon and inure to the benefit of the parties’
        successors and lawful assigns.

      


      8.5 Press
        Releases and Public Statements.
        Neither
        party will issue any press releases or make public statements relating to
        this
        Agreement or the relationship between the parties without the other party’s
        review of and written consent to such press release or public
        statement.

      


      8.6 Force
        Majeure.
        No
        party shall be deemed in default hereunder for any cessation, interruption
        or
        delay in the performance of its obligations due to causes beyond its reasonable
        control, including but not limited to: earthquake, flood, or other natural
        disaster, act of God, labor controversy, civil disturbance, war (whether
        or not
        officially declared) or the inability to obtain sufficient supplies,
        transportation or other essential commodity or service required in the conduct
        of its business, or any change in or the adoption of any law, regulation,
        judgment or decree (each a “Force Majeure Event”). Each party shall have the
        right to terminate this Agreement immediately upon written notice if any
        Force
        Majeure Event of another party continues for more than ten (10)
        days.

      


      8.7 Miscellaneous.
        This
        Agreement together with Exhibit A constitutes the final agreement between
        the
        parties with regard to the subject matter herein and supersedes and cancels
        all
        prior negotiations, understandings, correspondence and agreements, oral and
        written, express or implied between the parties with regard to the subject
        matter herein. No waiver, amendment or modification of any provision of this
        Agreement will be effective unless it is in a document that expressly refers
        to
        this Agreement and is signed by both parties. Failure or delay by either
        party
        in exercising any rights or remedy under this Agreement will not operate
        as a
        waiver of any such right or remedy. The parties are independent contractors.
        Neither party will be deemed to be an employee, agent, partner or legal
        representative of the other for any purpose and neither will have any right,
        power of authority to create any obligation or responsibility on behalf of
        the
        other. If for any reason a court of competent jurisdiction finds any provision
        or portion of this Agreement to be unenforceable, that provision of the
        Agreement will be enforced to the maximum extent permissible so as to effect
        the
        intent of the parties, and the remainder of this Agreement will continue
        in full
        force and effect. This Agreement will be governed by the laws of Tel Aviv,
        Israel, excluding the Convention on Contracts for the International Sale
        of
        Goods, and without regard to conflict of laws provisions.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement by their duly
        authorized representatives.

       

      
        	
                LICENSOR:

                 

                 

                 

                By:
                  /s/
                  Tal
                  Kerret                             
                   

                Name:Tal
                  Kerret                                
                  

                Title:
                  Chairman                                   
                  

              	
                PARTNER:

                 

                 

                 

                By:
                  /s/
                  Yaron
                  Adler                             

                Name:Yaron
                  Adler                              

                Title:
                  CEO                                              

              


      

      


       

      
        
          
          

        

        
          9