OEM AGREEMENT



This OEM Agreement ("Agreement") is between Emony Ltd. ("Emony") and BackWeb

Technologies Ltd. ("BackWeb"). The terms of this Agreement shall apply to each

Program license granted and to all services provided by BackWeb under this

Agreement.



I.      DEFINITIONS



1.1     "APPLICATION SPECIFIC PROGRAM" shall mean a Program which can only be

        used as integrated into the Application Program. "APPLICATION

        PROGRAM(S)" shall mean Emony's software application, mainly comprised of

        a server software that runs on the distributors server machine, and a

        client software application that is running on the distributor's

        customers' machines.



1.2     "COMMENCEMENT DATE" means the date on which the Master Copy of the

        Program licenses is delivered to Emony, or, if previously delivered to

        Emony, shall mean the Effective Date of this Agreement.



1.3     "DOCUMENTATION" means the standard user guides and manuals for

        installation and use of the Program software that is provided by BackWeb

        with the delivery of the Master Copy of the Programs.



1.4     "FULL USE" shall mean versions of the Program with all functions intact.



1.5     "ORDER FORM" means the document by which Emony orders consulting and

        training services, and which is agreed to by the parties. The Order Form

        shall reference the Effective Date of this Agreement.



1.6     "PLATFORM" for the server portion of the Programs means the PC

        Compatible computer running the any of the following operating systems:

        Windows (NT, 2000, and all Windows operating systems as they become

        commercially available), Unix, Solaris and Linux.



1.7     "PROGRAM" means the BackWeb Foundation software running on the Platform

        in object code form and distributed by BackWeb, and the media,

        Documentation and Updates therefore.



1.8     "SUBLICENSE" shall mean a nonexclusive, nontransferable right granted by

        Emony to a business entity, individual or end user to use the object

        code copy of the Application Specific Programs only in conjunction with

        and in support of an Application Program. "Sublicensee" shall mean a

        third party who is granted a Sublicense by Emony.



1.9     "TECHNICAL SUPPORT" means Program support provided under BackWeb's

        policies in effect on the date Technical Support is ordered.



1.10    "UPDATE" means a subsequent release of the Program made generally

        available to BackWeb's supported customers. Update shall not include any

        release, option or future product that BackWeb licenses separately.



1.11    "USER" "shall mean an employee or independent contractor of the

        Sublicensee, as applicable, who is authorized by the Sublicensee to use

        the Programs for the Sublicensee's business operations.



1.12    "TERRITORY" for distribution of the Programs shall mean all countries

        worldwide, subject to U.S. export law.



II.     PROGRAMS.



2.1     LICENSE TO INTEGRATE AND DISTRIBUTE. During the Term of this Agreement,

        subject to the payment of the applicable fees specified in Article V,

        BackWeb grants to Emony a nonexclusive, nontransferable License to use

        the Full Use version of the Programs in object code form on the

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