CONDITIONAL LEASE TERMINATION AGREEMENT



         THIS CONDITIONAL LEASE TERMINATION AGREEMENT ("Termination  Agreement")

is made as of the ___ of December, 2001 by and between EOP-SHORELINE  TECHNOLOGY

PARK,  L.L.C., a Delaware limited liability  company  ("Landlord") and COMMTOUCH

INC., a California  corporation  (formerly known as Commtouch Software,  Inc., a

California corporation) ("Tenant").



                                    RECITALS:



A.       Landlord  and Tenant  are  parties to that  certain  lease  dated as of

         October  28,  1999  (the  "Lease")  relating  to  approximately  71,404

         rentable square feet (the "Premises")  which consist of the entirety of

         the building  commonly  known as Building 7,  located at 2029  Stierlin

         Court,  Mountain  View,  California  (the  "Building"),   all  as  more

         particularly described in the Lease.



B.       The  Term  is  scheduled  to  expire  on  May  14,  2007  (the  "Stated

         Termination  Date"), and Tenant desires to terminate the Lease prior to

         the Stated Termination Date.  Landlord has agreed that, if Landlord and

         Tenant enter into that certain  Shoreline  Technology Park Office Lease

         Agreement  (the  "New  Lease")  on or  before  December  20,  2001  for

         approximately  5,490 rentable  square feet (the "New  Premises"),  then

         Landlord shall agree to the early termination of the Lease on the terms

         and conditions contained in this Termination Agreement.



         NOW,  THEREFORE,  in  consideration of the above recitals which by this

reference are incorporated herein, the mutual covenants and conditions contained

herein and other valuable  consideration,  the receipt and  sufficiency of which

are hereby acknowledged, Landlord and Tenant agree as follows:



1.       If Landlord  enters into the New Lease  (defined in Recital B above) as

         provided in Recital B above,  then Landlord  shall send Tenant a notice

         terminating the Lease (the "Termination  Notice"),  in which event, the

         Lease shall be deemed  terminated in accordance  with,  and subject to,

         the terms and conditions of this Termination  Agreement effective as of

         December 27, 2001 (the "Early Termination  Date"). Upon delivery of the

         Termination  Notice,  and subject to the satisfaction of the conditions

         contained  in this  Termination  Agreement,  the Lease  shall be deemed

         terminated  effective as of the Early Termination Date,  subject to the

         agreements,  representations,  warranties and indemnities  contained in

         this Termination Agreement,  including, without limitation,  payment of

         the  Termination  Fee described in Section 11 below and the amounts due

         to Landlord described in Section 3 below.



2.       On or before December 20, 2001, Tenant shall have delivered to Landlord

         an  executed  New  Lease  together  with  the sum of  $48,586.50  which

         represents Base Rent (as such term is defined in the New Lease) for the

         first 3 months of the Term (as such term is  defined  therein)  and the

         sum of $16,195.50  which  represents the Security Deposit (as such term

         is defined in the New Lease) owing under the New Lease.



3.       The  parties  hereto  acknowledge  and agree that  Tenant has failed to

         tender payment of Base Rent,  Additional Rent and all other amounts due

         under the Lease which failure commenced on or about October 1, 2001 and

         such failure has continued and will continue  through and including the

         Early Termination Date, resulting in a total delinquent amount past due

         to Landlord as of December 27, 2001 equal to  $552,655.07.  Pursuant to

         Section 19 of the Lease,  such failure  constitutes an event of default

         by  Tenant.  Simultaneously  with  the  execution  of this  Termination

         Agreement,  Tenant  shall have  delivered  to Landlord by  cashier's or

         certified  check or by wire transfer of immediately  available funds to

         an account designated by Landlord an amount equal to $381,000.00. On or

         before  January 2, 2002,  Tenant  shall have  delivered  to Landlord by

         cashier's  or  certified  check  or by  wire  transfer  of  immediately

         available funds to an account designated by Landlord an amount equal to

         $171,655.07 ("Partial Payment II").



4.       On or before the date of this Termination Agreement,  Tenant shall have

         delivered  to  Landlord  by  cashier's  or  certified  check or by wire

         transfer of  immediately  available  funds to an account  designated by

         Landlord an amount equal to  $43,492.05  (the  "Sublease  Cash Security

         Deposit")  which  represents  the  amount  of cash  paid to  Tenant  by

         MarketMile,  L.L.C.  ("Sublessee")  pursuant  to  Section  15.2 of that

         certain  Sublease by



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         and between Tenant, as Sublessor,  and Sublessee,  and dated as of July

         20, 2001 (the "Sublease").  Effective as of the Early Termination Date,

         Tenant hereby  assigns,  quitclaims  and  surrenders  to Landlord,  its

         successors and assigns,  all of Tenant's  right,  title and interest in

         and to the Sublease Cash Security Deposit.



5.       In   consideration   for  Landlord's   execution  of  this  Termination

         Agreement,  Tenant hereby conveys to Landlord all furniture  located in

         the Premises as more  particularly  described on the attached Exhibit A

         (the  "Furniture")  and in accordance  with the terms and conditions of

         the Bill of Sale (the "Bill of Sale")  attached hereto as Exhibit B. On

         or before the  execution of this  Termination  Agreement,  Tenant shall

         execute and deliver to Landlord the original Bill of Sale. By execution

         of this Termination Agreement, Landlord is deemed to have inspected the

         Furniture and found the same to be present in the quantity as described

         in Exhibit A and located in the Premises and in satisfactory condition.



6.       On or before the execution of this Termination Agreement,  Tenant shall

         deliver to Landlord the original of that certain  letter of credit made

         by Subtenant, as Applicant,  for the benefit of Tenant, as Beneficiary,

         in the amount of $86,985.00,  issued by Wells Fargo Bank as Irrevocable

         Standby  Letter  of  Credit  No.   NZS414880   (the   "Sublease   LC"),

         representing  the transfer of the Sublessee's  Security Deposit defined

         in Section 15.1 of the Sublease  (the  "Sublease LC Security  Deposit")

         from Tenant to Landlord,  and Tenant  hereby  assigns all of its right,

         title and interest in the Sublease LC Security Deposit and the proceeds

         of the Sublease LC to Landlord. Provided the Sublease LC is effectively

         transferred to Landlord by Wells Fargo Bank or any of its successors or

         assigns  (collectively,  the  "Bank"),  Landlord  agrees to assume  the

         obligation to return same to the Sublessee in accordance with the terms

         of the  Sublease.  In the  event  that the  foregoing  transfer  of the

         Sublease LC Security  Deposit by the Bank to Landlord does not occur on

         or before the Early  Termination Date, Tenant hereby agrees that during

         the term of the Sublease and prior to any such transfer of the Sublease

         LC Security  Deposit to Landlord,  Tenant shall use its best efforts to

         fully cooperate with Landlord with respect to any effort by Landlord to

         draw upon the  Sublease LC  Security  Deposit  requested  in writing or

         otherwise instituted by Landlord. Such efforts shall include, but shall

         not be limited to, providing the required  certification  and all other

         documentation to the Bank,  participating,  at Landlord's  request,  in

         verbal and/or written  correspondence with the Bank, and participating,

         at  Landlord's  request,  in any legal or other  action,  at Landlord's

         costs and expense with respect to the Sublease LC Security Deposit.



7.       Effective as of the Early Termination  Date, Tenant remises,  releases,

         quitclaims and surrenders to Landlord,  its successors and assigns, the

         Lease and all of the  estate  and  rights of Tenant in and to the Lease

         and the Premises,  and Tenant forever releases and discharges  Landlord

         from any and all claims, demands or causes of action whatsoever against

         Landlord  or its  successors  and  assigns,  whether  known or unknown,

         arising  out of or in  connection  with the  Premises  or the Lease and

         forever  releases and  discharges  Landlord from any  obligations to be

         observed  or  performed  by  Landlord  under the Lease  after the Early

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