Exhibit
10.35


REGISTRATION
RIGHTS AGREEMENT


This
Registration Rights Agreement (this “Agreement”) is made and entered
into as of August 10, 2006, by and among Communication Intelligence
Corporation, a Delaware corporation (the “Company”), and the purchasers
listed on Schedule I hereto (the “Purchasers”).


This
Agreement is being entered into pursuant to the Note and Warrant Purchase
Agreement dated as of the date hereof among the Company and the Purchasers (the
“Purchase Agreement”).


The Company and
the Purchasers hereby agree as follows:


1.                                       Definitions.


Capitalized
terms used and not otherwise defined herein shall have the meanings given such
terms in the Purchase Agreement.  As used
in this Agreement, the following terms shall have the following meanings:


“Business
Day” means any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the state of California
generally are authorized or required by law or other government actions to
close.


“Commission”
means the Securities and Exchange Commission.


“Common
Stock” means the Company’s Common Stock, par value $0.01 per share.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


“Holder”
or “Holders” means the holder or holders, as the case may be, from time
to time of Registrable Securities.


“Indemnified
Party” shall have the meaning set forth in Section 4(c).


“Indemnifying
Party” shall have the meaning set forth in Section 4(c).


“Losses”
shall have the meaning set forth in Section 4(a).


“Person”
means an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or political subdivision thereof) or
other entity of any kind.


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.









 



“Prospectus”
means the prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.


“Registrable
Securities” means the shares of Common Stock issuable upon exercise of the
Warrants.


“Registration
Statement” means the registration statements and any additional
registration statements contemplated by Section 2, including (in each case) the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference in such registration statement.


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.


“Rule
145” means Rule 145 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.


“Securities
Act” means the Securities Act of 1933, as amended.


2.                                       Company
Registration.


(a)                                  Notice of Registration.  If at any time or from time to time the
Company shall determine to register any of its equity securities (including as
a result of any demand registration) other than (i) a registration relating
solely to employee benefit plans or (ii) a registration relating solely to a
Rule 145 transaction, the Company will:


(i)                                     promptly
give to each Purchaser written notice thereof but not less than fifteen (15)
days prior to filing of such registration statement; and


(ii)                                  include
in such registration (and any related qualifications including compliance with
applicable state securities laws), and in any underwriting involved therein,
all the Registrable Securities specified in a written request or requests, made
within twenty (20) days after the date of such written notice from the Company,
by any Purchaser.  If a Purchaser decides
not to include all of its Registrable Securities in any registration statement
thereafter filed by the Company, such Purchaser shall nevertheless continue to
have the right to include any Registrable Securities in any subsequent
registration statement or registration



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statements as may
be filed by the Company with respect to offerings of its securities, all upon
the terms and conditions set forth herein.


(b)                                 Underwriting.  If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Purchasers as a part of the written notice given
pursuant to Section 2(a)(i).  In such
event, the right of any Purchaser to registration pursuant to Section 2 shall
be conditioned upon such Purchaser’s participation in such underwriting, and
the inclusion of Registrable Securities in the underwriting shall be limited to
the extent provided herein.


All Purchasers proposing to distribute their
securities through such underwriting shall (together with the Company and the
other Purchasers distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company. 
Notwithstanding any other provision of this Section 2, if the managing
underwriter determines that marketing factors require a limitation of the
number of shares to be underwritten, the number of shares that may be included
in the underwriting shall be allocated, first, to the Company; second, to those
holders of registration rights under agreements relating thereto in existence
immediately prior to the date hereof; third, to Purchasers of Registrable
Securities who possess registration rights pursuant to this Agreement; and
third, to any stockholder of the Company (other than a Purchaser and other than
a stockholder holding registration rights under agreements relating thereto in
existence immediately prior to the date hereof).  The Company shall so advise all Purchasers
requesting to be included in the registration and underwriting, and the number
of shares of Registrable Securities that may be included in the registration
and underwriting shall be allocated among all the Purchasers requesting to be
included in the registration and underwriting in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities sought to be
included by them.  To facilitate the
allocation of shares in accordance with the above provisions, the Company or
the underwriters may round the number of shares allocated to any Purchaser to
the nearest 100 shares.  If any Purchaser
disapproves of the terms of any such underwriting, such person may elect to
withdraw therefrom by written notice to the Company.  For any Purchaser which is a partnership or
corporation, the partners, retired partners and shareholders of such Purchaser,
or the estates and family members of any such partners and retired partners and
any trusts for the benefit of any of the foregoing persons, shall be deemed to
be a single “Purchasers,” and any pro rata reduction with respect to such “Purchasers”
shall be based upon the aggregate amount of shares carrying registration rights
owned by all entities and individuals included in such “Purchasers,” as defined
in this sentence.


(c)                                  Right to Terminate Registration.  The Company shall have the right to terminate
or withdraw any registration initiated by it under this Section 2 prior to the
effectiveness of such registration whether or not any Purchaser has elected to
include securities in such registration. 
The registration expenses of such withdrawn registration shall be borne
by the Company in accordance with Section 3 hereof.


(d)                                 Agreement Not to Sell. 
Each Purchaser covenants and agrees that (i) it will not sell any
Registrable Securities under the Registration Statement until it has received
copies of the Prospectus as then amended or supplemented and notice from the
Company that



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such
Registration Statement and any post-effective amendments thereto have become
effective and (ii) it and its officers, directors or Affiliates, if any, will
comply with the prospectus delivery requirements of the Securities Act as
applicable to them in connection with sales of Registrable Securities pursuant
to the Registration Statement.


3.                                       Registration
Expenses.


All fees and expenses incident to the performance of
or compliance with this Agreement by the Company, except as and to the extent
specified in this Section 3, shall be borne by the Company whether or not the
Registration Statement is filed or becomes effective and whether or not any
Registrable Securities are sold pursuant to the Registration Statement.  The fees and expenses referred to in the
foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses (A) with respect
to filings required to be made with the OTC Bulletin Board and each other
securities exchange or market on which Registrable Securities are required
hereunder to be listed, (B) with respect to filing fees required to be paid to
the National Association of Securities Dealers, Inc. and the NASD Regulation,
Inc. and (C) in compliance with state securities or Blue Sky laws (including,
without limitation, fees and disbursements in connection with Blue Sky qualifications
of the Registrable Securities and determination of the eligibility of the
Registrable Securities for investment under the laws of such jurisdictions),
(ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities and of printing prospectuses, if any,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) Securities Act liability insurance, if the
Company so desires such insurance, and (vi) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement, including, without limitation, the
Company’s independent public accountants (including the expenses of any comfort
letters or costs associated with the delivery by independent public accountants
of a comfort letter or comfort letters). 
In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit, the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as
required hereunder.


4.                                       Indemnification.


(a)                                  Indemnification
by the Company.  The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Purchaser, the officers, directors, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment
advisors and employees of each of them, each Person who controls any such
Purchaser (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and the officers, directors, agents and employees of each
such controlling Person, to the fullest extent permitted by applicable law,
from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, costs of preparation and attorneys’ fees) and
expenses (collectively, “Losses”), as incurred, arising out of or
relating to any untrue or alleged



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untrue
statement of a material fact contained in the Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under
which they were made) not misleading, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based solely upon
information regarding such Purchaser or such other Indemnified Party furnished
in writing to the Company by such Purchaser expressly for use therein and (ii)
that the foregoing indemnity agreement is subject to the condition that,
insofar as it relates to any untrue statement, allegedly untrue statement,
omission or alleged omission made in any preliminary prospectus but eliminated
or remedied in the final prospectus (filed pursuant to Rule 424 of the
Securities Act), such indemnity agreement shall not inure to the benefit of any
Purchaser, underwriter, broker or other Person acting on behalf of holders of
the Registrable Securities, from whom the Person asserting any loss, claim,
damage, liability or expense purchased the Registrable Securities which are the
subject thereof, if a copy of such final prospectus had been made available to
such Person and such Purchaser, underwriter, broker or other Person acting on
behalf of holders of the Registrable Securities and such final prospectus was
not delivered to such Person with or prior to the written confirmation of the
sale of such Registrable Securities to such Person.  The Company shall notify the Purchasers
promptly of the institution, threat or assertion of any Proceeding of which the
Company is aware in connection with the transactions contemplated by this
Agreement.


(b)                                 Indemnification
by Purchasers.  Each Purchaser shall,
severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, agents and employees of such
controlling Persons, to the fullest extent permitted by applicable law, from
and against all Losses (as determined by a court of competent jurisdiction in a
final judgment not subject to appeal or review), as incurred, arising solely
out of or based solely upon any untrue statement of a material fact contained
in the Registration Statement, any Prospectus, or any form of prospectus, or
arising solely out of or based solely upon any omission of a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or form of prospectus or supplement thereto, in the
light of the circumstances under which they were made) not misleading, to the
extent, but only to the extent, that such untrue statement or omission is
contained in any information so furnished in writing by such Purchasers or
other Indemnifying Party to the Company specifically for inclusion in the
Registration Statement or such Prospectus. 
Notwithstanding anything to the contrary contained herein, each
Purchaser shall be liable under this Section 4(b) for only that amount as does
not exceed the net proceeds to such Purchaser as a result of the sale of
Registrable Securities pursuant to such Registration Statement.


(c)                                  Conduct
of Indemnification Proceedings.  If
any Proceeding shall be brought or asserted against any Person entitled to
indemnity hereunder (an “Indemnified Party”), such Indemnified Party
promptly shall notify the Person from whom indemnity is sought (the “Indemnifying
Party) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the



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failure
of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and
only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced
the Indemnifying Party.


An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(3) the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel (which shall be reasonably
acceptable to the Indemnifying Party) that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party).  The
Indemnifying Party shall not be liable for any settlement of any such
Proceeding effected without its written consent, which consent shall not be
unreasonably withheld or delayed.  No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.


All fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten (10) Business Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may
require such Indemnified Party to undertake to reimburse all such fees and
expenses to the extent it is finally judicially determined that such
Indemnified Party is not entitled to indemnification hereunder).


(d)                                 Contribution.  If a claim for indemnification under Section
4(a) or 4(b) is unavailable to an Indemnified Party because of a failure or
refusal of a governmental authority to enforce such indemnification in
accordance with its terms (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
benefits received by the Indemnifying Party on the one hand and the Indemnified
Party on the other from the offering of the Notes and Warrants.  If, but only if, the allocation provided by
the foregoing sentence is not permitted by applicable law, the allocation of
contribution shall be made in such proportion as is appropriate to reflect not
only the relative benefits referred to in the foregoing sentence but also the
relative fault, as applicable, of the Indemnifying Party and Indemnified Party
in connection with the



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actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations.  The
relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates
to information supplied by, such Indemnifying Party or Indemnified Party, and
the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The
amount paid or payable by a party as a result of any Losses shall be deemed to
include, subject to the limitations set forth in Section 4(c), any reasonable
attorneys’ or other reasonable fees or expenses incurred by such party in
connection with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in
this Section was available to such party in accordance with its terms.


The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 4(d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


The indemnity and contribution agreements contained in
this Section are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties. 
Notwithstanding anything to the contrary contained herein, the Purchasers
shall be liable under this Section 4(d) for only that amount as does not exceed
the net proceeds to such Purchasers as a result of the sale of Registrable
Securities pursuant to such Registration Statement.


5.                                       Rule
144.


As long as any Purchaser owns any Warrant Shares, the
Company covenants to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act.  As long as any Purchaser owns any
Warrant Shares, if the Company is not required to file reports pursuant to
Section 13(a) or 15(d) of the Exchange Act, it will prepare and make publicly
available in accordance with Rule 144(c) promulgated under the Securities Act
annual and quarterly financial statements, together with a discussion and
analysis of such financial statements in form and substance substantially
similar to those that would otherwise be required to be included in reports
required by Section 13(a) or 15(d) of the Exchange Act, as well as any other
information required thereby, in the time period that such filings would have
been required to have been made under the Exchange Act.  The Company further covenants that it will
take such further action as any Purchaser may reasonably request in writing,
all to the extent required from time to time to enable such Person to sell the
Warrant Shares without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act, including providing any legal opinions relating to such sale
pursuant to Rule 144.



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6.                                       Miscellaneous.


(a)                                  Remedies.  In the event of a breach by the Company or by
a Purchaser, of any of their obligations under this Agreement, each Purchaser
or the Company, as the case may be, in addition to being entitled to exercise
all rights granted by law and under this Agreement, including recovery of
damages, will be entitled to specific performance of its rights under this Agreement. 
The Company and each Purchaser agree that monetary damages would not
provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of
this Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


(b)                                 No
Inconsistent Agreements.  Neither the
Company nor any of its subsidiaries has, as of the date hereof entered into and
currently in effect, nor shall the Company or any of its subsidiaries, on or
after the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Purchasers in
this Agreement or otherwise conflicts with the provisions hereof.


(c)                                  No
Piggyback on Registrations.  Neither
the Company nor any of its security holders (other than the Purchasers in such
capacity pursuant hereto or as disclosed on Schedule 2.1(c) of the
Purchase Agreement) may include securities of the Company in the Registration
Statement, and the Company shall not after the date hereof enter into any
agreement providing such right to any of its securityholders, unless the right
so granted is subject in all respects to the prior rights in full of the
Purchasers set forth herein, and is not otherwise in conflict with the
provisions of this Agreement.


(d)                                 Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the same shall be in writing and signed by the
Company and the Purchasers of a majority of the Registrable Securities
outstanding.


(e)                                  Notices.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earlier of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile telephone number specified for notice prior to 5:00 p.m., Pacific
Standard Time on a Business Day, (ii) the Business Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified for notice later than 5:00 p.m., Pacific
Time, on any date and earlier than 11:59 p.m., Pacific Time, on such date,
(iii) the Business Day following the date of mailing, if sent by nationally
recognized overnight courier service or (iv) actual receipt by the party to
whom such notice is required to be given. 
The addresses for such communications shall be with respect to each
Purchaser at its address set forth under its name on Schedule I attached
hereto, or with respect to the Company, addressed to:



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Communication
Intelligence Corporation


275 Shoreline
Drive, Suite 500


Redwood Shores,
California 94065


Attention: Frank
Dane


Tel. No.: (650)
802-7888


Fax No.: (650) 802-7777


with copies (which copies

shall not constitute notice

to the Company) to:                                                                   Davis
Wright Tremaine LLP


1300 S.W. Fifth
Ave., 23rd Floor


Portland, Oregon
97201


Attention: Michael
C. Phillips, Esq.


Tel. No.: (503)
241-2300


Fax No.: (503) 778-5299


or to
such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice.  Copies of notices to any
Purchasers shall be sent to [Insert name,
address, phone and fax number].


(f)                                    Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
permitted assigns and shall inure to the benefit of each Purchaser and its
successors and assigns.


(g)                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.


(h)                                 Governing
Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
California, without giving effect to any of the conflicts of law principles
which would result in the application of the substantive law of another
jurisdiction.  This Agreement shall not
be interpreted or construed with any presumption against the party causing this
Agreement to be drafted.


(i)                                     Cumulative
Remedies.  The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.


(j)                                     Severability.
If any term, provision, covenant or restriction of this Agreement is held to be
invalid, illegal, void or unenforceable in any respect, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or



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restriction.  It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


(h)                                 Headings.  The headings herein are for convenience only,
do not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF, the parties hereto have caused
this Registration Rights Agreement to be duly executed by their respective
authorized persons as of the date first indicated above.


	
   

  	
  COMMUNICATION INTELLIGENCE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Frank
  Dane

  	
   

  
	
   

  	
   

  	
   Name: Frank Dane

  
	
   

  	
   

  	
   Title:   Chief Financial and
  Legal Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/Michael
  W. Engmann

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
					




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Schedule I


List of
Purchasers


Michael W. Engmann



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