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                                                                   EXHIBIT 10.31

                         COOPERATIVE MARKETING AGREEMENT

This Cooperative Marketing Agreement (the "Agreement") is between BackWeb
Technologies Inc. ("BackWeb") and Oblix, Inc. ("Participant"). Participant
markets and distribute software or related services, and BackWeb has developed
and markets proprietary ProActive Portal (TM) software and related technology
("Programs"). BackWeb and Participant wish to arrange for the cooperative
marketing relationship specified herein.

1.  MARKETING RESPONSIBILITIES

1.1 JOINT MARKETING ACTIVITIES

        Participant and BackWeb will cooperate in following joint marketing
    activities listed below and as well as any others agreed to by the parties
    from time to time.

    A.  Public relations activities including a joint press release concerning
    this Agreement, within ten (10) days of the parties' signing the Agreement,
    in which each party shall include a quotation from its executive management
    concerning the relationship;

    B.  Demonstration of BackWeb's products and Participant software solutions
    working together to press or other individuals or organizations, as
    appropriate;

    C.  Creation and distribution of promotional literature to the parties;

    D.  Convention activities including a variety of computer shows;

    E.  Additional press activities including statements refining product
    positioning, and cooperation on product reviews;

    F.  Advertisements in a variety of publications and possibly other media;

    G.  Joint sales activities including sales calls, reference selling, lead
    referrals, evaluation kits, direct marketing literature, cross promotions,
    advertising, training and sales seminars;

    H.  Joint funding of any marketing activities proposed by the parties or any
    marketing personnel retained by a party hereto as mutually agreed by the
    parties in writing; and

    I.  Those additional activities listed in Exhibit A hereto and incorporated
    herein by reference.

        Any joint promotion, marketing literature and other marketing activity
    will be designed and submitted by a party to the other party for review and
    approval by such other party. In addition, Participant and BackWeb have the
    right to approve any and all public statements that involve the other
    company or the terms of this Agreement.

1.2 MANAGEMENT OF JOINT ACTIVITIES

    A.  BUSINESS DEVELOPMENT MANAGERS

        Each party agrees to appoint a Business Development Manager to ensure
    the implementation of this Agreement, coordinate its respective activities
    pursuant to this Agreement and to act as the primary point of contact for
    all activities hereunder The Business Development Managers for each party
    are as follows:

    FOR OBLIX:
    Ken Sims
    Vice President, Business Alliances
    Oblix, Inc.
    18922 Forge Drive
    Cupertino, CA  95014

    Telephone:  (408) 861-6771
    Fax: (408) 861-6810
    Email: ksims@oblix.com

    FOR BACKWEB:

    Ms. Helaine Cohen
    Director of Business Development
    BackWeb Technologies, Inc.
    980 North Michigan Avenue
    Suite 1400
    Chicago, IL 60611

    Telephone:  (312) 214-3551
    Fax: (312) 214-3952
    Email: helaine@backweb.com

    The two Business Development Managers will be the individuals responsible
    for planning and implementing this relationship, working to resolve any
    disputes which may arise, and for focusing priorities and resources
    necessary to facilitate the success of this relationship. Appointment of a
    party's Business Development Managers will be at the sole discretion of each
    such party. BackWeb and Participant may each change their appointed Business
    Development Manager by written notification to the other party.

1.3 TRAINING

        Promptly after the Effective Date of this Agreement, at least one of
    Participant's sales consultants shall be enrolled in a BackWeb training
    course providing a comprehensive overview of BackWeb's products. Participant
    shall assign such personnel to assist in the marketing efforts set forth in
    Section 1.1. If such individual ceases to be employed by Participant or
    assumes different job responsibilities, Participant shall promptly replace
    such individual with another Participant sales consultant who has also
    completed the applicable BackWeb training course. BackWeb shall provide such
    training at no cost.

        Similarly, promptly after the Effective Date of this Agreement, at least
    one BackWeb's sales consultants shall be enrolled in Participant's internal
    training course providing a comprehensive overview of Participant's products
    and services. BackWeb shall assign such personnel to assist in the marketing
    efforts set forth in Section 1.1. If such individual ceases to be employed
    by BackWeb or assumes different job responsibilities, BackWeb shall promptly
    replace such individual with another BackWeb sales consultant who has also
    completed the applicable Participant training course. Participant shall
    provide such training at no cost.

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1.4 DESIGN REVIEW

        Within two (2) months of the Effective Date of this Agreement, or at the
    time the parties require for a potential joint customer, whichever is
    sooner, the parties will engage in a design review of each party's products
    and solutions in the context of a design review to determine the feasibility
    of integration of each party's products and a potential integration path and
    implementation plan. The development of the plan and of any joint
    development shall be on terms and conditions to be mutually agreed upon.

2.  EXPENSES

        Unless otherwise agreed to by the parties, each party shall bear its own
    expenses under this Agreement.

3.  TERM AND TERMINATION

3.1 TERM

        This Agreement shall become effective on the Effective Date and shall
    remain in effect for one (1) year from the Effective Date (the "Initial
    Term"), unless the Agreement is terminated previously as provided below.
    This Agreement shall automatically renew for a one (1) year period at the
    conclusion of the Initial Term and shall continue to renew for successive
    one (1) year periods thereafter, unless either party sends a written notice
    to the other so that such notice is received by the other at least sixty
    (60) days prior to the end of a renewal period stating its intention not to
    renew.

3.2 TERMINATION

        Each party may terminate this Agreement for convenience upon thirty (30)
    days prior written notice to the other.

3.3 EFFECT OF TERMINATION

        Upon expiration or termination this Agreement, the cooperative and joint
    marketing obligations set forth in this Agreement shall cease.

        The termination of this Agreement shall not limit either party from
    pursuing any other remedies available to it, including injunctive relief.
    The parties' rights and obligations under Section 3.3 and Articles 4 and 5
    shall survive termination of this Agreement.

4.  INDEMNITY, WARRANTIES, REMEDIES

4.1 INFRINGEMENT INDEMNITY

        Each party ("Provider") will defend and indemnify the other party
    ("Recipient") against a claim that any marketing material furnished by the
    Provider ("Material") and used by the Recipient under this Agreement
    infringes a copyright or trademark provided that: (a) the Recipient notifies
    the Provider in writing within thirty (30) days of the claim; (b) the
    Provider has sole control of the defense and all related settlement
    negotiations; and (c) the Recipient provides the Provider with the
    assistance, information, and authority reasonably necessary to perform the
    above; reasonable out-of-pocket expenses incurred by the Recipient in
    providing such assistance will be reimbursed by the Provider.

        The Provider shall have no liability for any claim of infringement
    resulting from: (a) the Recipient's use of a superseded or altered release
    of some or all of the Material if infringement would have been avoided by
    the use of a subsequent unaltered release of the Material which is provided
    to the Recipient; or (b) any information, design, specification,
    instruction, or material not furnished by the Provider.

        In the event that some or all of the Material is held or is believed by
    the Provider to infringe, the Provider shall have the option, at its
    expense, (a) to modify the Material to be non-infringing; (b) to obtain for
    the Recipient a license to continue using the Material; or (c) to require
    return of the infringing Material and all rights thereto from the Recipient.
    THIS SECTION 4.1 STATES THE PARTIES' ENTIRE LIABILITY AND EXCLUSIVE REMEDY
    FOR INFRINGEMENT.

4.2 WARRANTIES AND DISCLAIMERS

    A.  WARRANTY

        Each party warrants that it has the right to enter this Agreement and
        perform its obligations hereunder.

    B.  DISCLAIMERS

        THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
        WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
        MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

        NEITHER PARTY WARRANTS THAT ITS PRODUCTS WILL RUN PROPERLY IN ALL
        SITUATIONS, THAT ITS PRODUCTS WILL MEET ITS CUSTOMERS' REQUIREMENTS OR
        OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY ITS
        CUSTOMERS.

4.3 EQUITABLE RELIEF

        Each party acknowledges that any breach of its obligations with respect
    to proprietary rights of the other party will cause such other party
    irreparable injury for which there are inadequate remedies at law and that
    such other party shall be entitled to equitable relief in addition to all
    other remedies available to it.

5.  GENERAL TERMS AND CONDITIONS

5.1 NONDISCLOSURE

        By virtue of this Agreement, the parties may have access to information
    that is confidential to one another ("Confidential Information").
    Confidential Information shall be limited to the terms under this Agreement,
    and all information clearly identified as confidential.

        A party's Confidential Information shall not include information that:
    (a) is or becomes a part of the public domain through no act or omission of
    the other party; (b) was in the other party's lawful possession prior to the
    disclosure and had not been obtained by the other party either directly or
    indirectly from the disclosing party; (c) is lawfully disclosed to the other
    party by a third party without restriction on disclosure; or (d) is
    independently developed by the other party.

        The parties agree to hold each other's Confidential Information in
    confidence during the term of this Agreement and for a period of two years
    after termination of this Agreement. The parties agree, unless required by
    law, not to make each other's Confidential Information available in any form
    to any third party (except to each such party's agents or independent
    contractors) for any purpose other than the implementation of this
    Agreement. Each party agrees to take all reasonable steps to ensure that
    Confidential Information is not disclosed or distributed by its employees,
    agents or independent contractors in violation of the terms of this
    Agreement.

5.3 RELATIONSHIPS BETWEEN PARTIES

      In all matters relating to this Agreement, Participant will act as an
   independent contractor. Neither party will represent that it has any
   authority to assume or create any obligation, express or implied, on behalf
   of the other party, nor to represent the other party as agent, employee,

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   franchisee, or in any other capacity. Nothing in this Agreement shall be
   construed to limit either party's right to independently develop or
   distribute software which is functionally similar to the other party's
   products or services so long as proprietary information of the other party is
   not included in such software.

5.4 ASSIGNMENT

        Neither party may assign or otherwise transfer any rights under this
    Agreement without the other party's prior written consent.

5.5 NOTICE

        All notices required to be sent hereunder shall be in writing, sent to
    the applicable Cooperative Marketing Manager specified under this Agreement,
    and shall be deemed to have been given (i) upon delivery if sent by
    facsimile or overnight courier or (ii) five (5) days after the date of
    deposit with the United States Postal Service if mailed first class by
    registered or certified mail, postage prepaid.

5.6 GOVERNING LAW/JURISDICTION

        This Agreement, and all matters arising out of or relating to this
    Agreement, shall be governed by the substantive and procedural laws of the
    State of California and shall be deemed to be executed in San Jose,
    California. The parties agree that any legal action or proceeding relating
    to this Agreement shall be instituted in any state or federal court in Santa
    Clara County, California. BackWeb and Participant agree to submit to the
    jurisdiction of, and agree that venue is proper in, these courts in any such
    legal action or proceeding.

5.7 SEVERABILITY

        In the event any provision of this Agreement is held to be invalid or
    unenforceable, the remaining provisions of this Agreement will remain in
    full force and effect.

5.8 EXPORT

        Each party agrees to comply fully with all relevant export laws and
    regulations of the United States ("Export Law") to assure that neither the
    Materials, nor any direct product thereof, are (a) exported, directly or
    indirectly, in violation of Export Laws; or (b) are intended to be used for
    any purposes prohibited by the Export Laws, including, without limitation,
    nuclear, chemical, or biological weapons proliferation.

5.9 LIMITATION OF LIABILITY

        IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
    SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE,
    DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN
    ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS
    BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY'S LIABILITY
    FOR DAMAGES HEREUNDER SHALL EXCEED $50,000.

        The provisions of this Agreement allocate the risks between BackWeb and
Participant.

5.10 WAIVER

        The waiver by either party of any default or breach of this Agreement
    shall not constitute a waiver of any other or subsequent default or breach.

5.11 ENTIRE AGREEMENT

        This Agreement constitutes the complete agreement between the parties
    and supersedes all prior or contemporaneous agreements or representations,
    written or oral, concerning the subject matter of this Agreement. This
    Agreement may not be modified or amended except in a writing signed by a
    duly authorized representative of each party; no other act, document, usage
    or custom shall be deemed to amend or modify this Agreement.

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The Effective Date of this Agreement shall be 12-19-01.

PARTICIPANT: OBLIX, INC.                BACKWEB TECHNOLOGIES INC.


By: /S/ KEN SIMS                        By: /S/ EREZ LORBER
    ----------------------------------      ------------------------------------

Name: Ken Sims                          Name: Erez Lorber
      --------------------------------        ----------------------------------

Title: VP, Business Alliances           Title: VP, Business Development
       -------------------------------         ---------------------------------

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                                    EXHIBIT A

                ADDITIONAL OBLIX/ BACKWEB GO TO MARKET ACTIVITIES


GENERAL

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   EVENTS

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WEBSITE

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MATERIALS

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FIELD SALES AND TECHNICAL TRAINING

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DEMONSTRATION SOFTWARE

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[*] Certain information on this page that is marked by "[*]" has been omitted
    and filed separately with the Commission. Confidential treatment has been
    requested with respect to the omitted portions.