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


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.


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
        designated Platform for the following purposes only:


        A.      (i) Integrating the Programs with the Application Program (the
                integrated solution hereinafter is referred to as the
                "Application Packages") for the purpose of distributing the
                Application Packages, (ii) reproducing the Programs to the
                extent necessary for safekeeping, archival and distribution
                purposes, (iii) demonstrating the Programs to potential
                Sublicensees solely in conjunction with the Application Programs
                or the Application Package, and (iv) providing training and
                technical support to employees and customers solely in
                conjunction with the Application Programs;

        B.      to use the Documentation provided with the Programs in support
                of Emony's authorized use of the Programs;

        C.      to allow third parties to use the Programs for Emony's
                operations as set forth herein so long as Emony ensures that use
                of the Programs is in accordance with the terms of this
                Agreement; and

        D.      to permit Emony by using the Program to deliver its Application
                Program, any part thereof and any updates, upgrades and
                enhancements thereto to Emony's clients.

        In consideration of the grant of such rights, Emony commits to using its
        best efforts to complete the integration described above and to bring
        such integrated solution to the market. Other than as set forth above,
        Emony may not use the License for any internal data delivery operations
        or for any other purpose.

        Promptly after the Effective Date of this Agreement, BackWeb shall
        deliver to Emony one (1) copy of the software media and Documentation
        ("Master Copy") for each Program currently available in production
        release as of the Effective Date of this Agreement for the Platform.
        Emony shall have the right to use the Master Copy (i) to make the number
        of copies necessary, to allow Emony to use the Programs as licensed
        under this Agreement, and to market and distribute the Programs as set
        forth in this Agreement; and (ii) to make a reasonable number of copies
        of the Program for backup and archival purposes only. All titles,
        trademarks and copyright and restricted rights notices shall be
        reproduced in such copies. Emony shall not copy or use the Programs
        (including the Documentation) except as specified in this Agreement.

2.2     DISTRIBUTION A. SUBLICENSE RIGHTS. BackWeb hereby grants Emony a
        nonexclusive, nontransferable license to market and grant Sublicenses of
        the Application Specific Programs in the Territory for the purpose of
        distributing software:

        1. Sublicense Application Specific Programs with the applicable
        Application Program in the Application Package for use on Platform to
        Sublicensees for the purpose of software distribution; and

        2. Make and deliver to the Sublicensee a single copy of the Application
        Specific Programs in the Application Package for each Sublicense
        granted. Each Sublicensee shall have the right to make a reasonable
        number of copies of the Program to support each such Sublicensee's use,
        subject to a written Sublicense agreement as specified in Section 2.2.B.

        B. SUBLICENSE AGREEMENTS. Emony shall distribute the Application Package
        solely through a written Sublicense agreement that includes at a minimum
        the contractual provisions set forth below:

        1.      Restrict use of the Program in object code form limited to the
                maximum number of Application Specific Program Users reported to
                BackWeb for the Sublicensee's own internal business operations;

        2.      Prohibit use of the Application Specific Programs for any
                purposes other than in conjunction with or in support of the
                Application Program;

        3.      Prohibit (i) assignment, timesharing or rental of the Programs
                and (ii) the reverse engineering, disassembly or decompilation
                of the Programs;

        4.      Prohibit title to the Program from passing to the Sublicensee;

        5.      Disclaim Emony's liability for any indirect, incidental or
                consequential damages arising from the use of the Programs and
                make clear that the Programs are distributed to the end user
                only by Emony;

        6.      Require the end user to comply with U.S. export laws and
                regulations connected with the Programs; and


        7.      Require the Sublicensee, at the termination of the Sublicense,
                to discontinue use and destroy or return to Emony the
                Application Specific Programs, Documentation and all archival or
                other copies of the Program.

        Emony shall use all reasonable means and efforts to enforce the terms of
        its written agreements and to ensure that the Programs are used in
        accordance with terms of this Agreement.

        C. DOCUMENTATION. With respect to Documentation for Application
        Packages, Emony shall be responsible for providing documentation to
        Sublicensees. Emony shall have the right to incorporate portions of the
        Documentation into Emony's documentation, subject to the provisions of
        this Agreement.

2.3     LIMITATIONS ON USE. Emony may not relicense, rent or lease the Programs
        or use the Programs for third-party training, commercial time-sharing,
        rental or service bureau use, or outsourcing for third parties. Emony
        shall not cause or permit the reverse engineering, disassembly or
        decompilation of the Programs, except to the extent required to obtain
        interoperability with other independently created software or as
        specified by law.

2.4     TITLE. BackWeb shall retain all title, copyright and other proprietary
        rights in the Programs and any modifications or derivative works made to
        the Programs. Emony and the end users do not acquire any rights, express
        or implied, in the Programs or modifications or derivative works
        thereto, other than those specified in this Agreement.

        Emony shall retain all title, copyright and other proprietary rights in
        its Applications Program and any modifications or derivative works made
        to the Applications Program developed by Emony to the extent that such
        Applications Program do not contain the Programs. BackWeb does not
        acquire any rights, express or implied, in the Application Programs or
        modifications or derivative works thereto, other than those specified in
        this Agreement.

2.5     VERIFICATION. Emony shall maintain books and records in connection with
        its Program use and Sublicensing activity during the term of this
        Agreement and for two (2) years thereafter. BackWeb may audit Emony's
        records to determine whether Emony has complied with the terms of this
        Agreement. Any such audit shall be conducted by independent auditors
        selected by BackWeb and approved by Emony who shall perform their audit
        during Emony's regular business hours at Emony's facilities and shall
        not unreasonably interfere with Emony's business activities and not more
        than twice in every calendar year. If an audit reveals that Emony has
        underpaid fees to BackWeb, Emony shall be invoiced for such underpaid
        fees. If the underpaid fees are in excess of five percent (5%), then
        Emony shall pay BackWeb's reasonable costs of conducting the audit.


3.1     TECHNICAL SUPPORT SERVICES FOR EMONY. During the Term of this Agreement,
        BackWeb shall provide "Silver-level" Technical Support services, as
        defined in Exhibit B, to Emony for the standard version of the Programs.
        Any support for customizations may be acquired from BackWeb's consulting
        services organization at fees to be mutually agreed upon by the parties.

        for any assistance needed by Sublicensees to install the Programs.
        Further, Emony is responsible for providing all first-line technical
        support, training and consultation services to its end users. In
        consideration of the payment of Technical Support services fees to
        BackWeb as specified in Article V, Emony shall have the right to use the
        BackWeb Technical Support services acquired to provide technical support
        services to its Sublicensees; BackWeb shall only be responsible for
        providing second line support services to Emony so that Emony can
        support its Sublicensees. Any questions from Emony's Sub licensees will
        be referred by BackWeb to Emony.

3.3     CONSULTING AND TRAINING SERVICES. BackWeb will provide to Emony
        consulting and training services agreed to by the parties under the
        terms of this Agreement. Except as otherwise agreed by the parties, all
        consulting services and training services shall be billed on a time and
        materials basis.

3.4     INCIDENTAL EXPENSES. For any on-site services requested by Emony, Emony
        shall reimburse BackWeb for actual, reasonable travel and out-of-pocket
        expenses incurred.



4.1     TECHNICAL COOPERATION. During the Term of this Agreement, BackWeb will
        assist Emony with the technical know-how reasonably necessary to
        facilitate the integration of the Application Specific Program and the
        Application Program. Such assistance shall be at BackWeb's standard
        consulting rates and be subject to a mutually agreed upon Statement of
        Work ("SOW"). Each party shall provide a technical contact (each, being
        a "Technical Contact"), who shall have as the primary technical liaisons
        between the parties and shall act to ensure the free flow of information
        subject to appropriate confidentiality undertakings by the parties and
        the personnel implementing this Agreement and further subject to the
        applicable SOW. The parties agree that the Technical Contacts for the
        parties shall be as follows:

                 FOR BACKWEB:                                     FOR EMONY:
                 Bill Heye                                        Sharon Peleg
                 BackWeb Technologies Ltd.                        Emony Ltd.
                 2225 Sheppard Ave. E                             11 Amal St.
                 Suite 1401                                       Afek Industrial Park
                 Toronto ON M2J5C2                                Rosh Ha'ayin 48092
                 Canada                                           Israel
                 Telephone: 416-498-2158                          Telephone: (03) 9022433, ext 126
                 Facsimile:  416-490-8601                         Facsimile: (03) 9022434
                 Email: bill@backweb.com                          Email: Sharon.peleg@redbend.com

        BackWeb and Emony may each change their appointed Technical Contacts by
        written notification to the other party.

4.2     DEVELOPMENT SCHEDULE. BackWeb and Emony agree to work together as is
        necessary for the integration of the Programs and the Application
        Programs and in furtherance thereof agree to provide regular updates to
        one another and to meet at least quarterly to discuss status of
        development and integration effort.

4.3     BRANDING. The parties acknowledge and agree that any Application Program
        incorporating the Program shall be branded with Emony's branding and
        BackWeb's marks as follows: Emony agrees to include the BackWeb logo
        "Powered by BackWeb" in any place that Emony's names or logo appears
        when the Application Specific Program operates and on all Emony
        collateral concerning the Application Packages. Emony shall retain any
        of BackWeb's trademarks, trademark notice or copyright notices on the
        Programs and shall not remove such marks from any portions of the

4.4     PRESS RELEASE. Within 30 days after the Effective Date of this
        Agreement, Emony and BackWeb shall issue a joint press release mutually
        agreed upon by the parties announcing the parties' cooperation and
        describing terms of this Agreement hereunder. Upon successful
        integration of the Application Specific Program with the Application
        Programs, Emony shall cooperate with BackWeb to be the subject of a
        BackWeb customer success story for publication on BackWeb's web site.
        Emony agrees that BackWeb may use the Emony's logo on BackWeb's web
        site, collateral and related marketing materials to show that Emony is a
        partner of BackWeb.

4.5     NONSOLICITATION OF PERSONNEL. Each party agrees that during the term of
        this Agreement and for a period of two (2) years thereafter, it will not
        solicit, contact for the purposes of hiring or communicate with for the
        purposes of hiring, employing or engaging, any person who is then or was
        an employee of the other party to this Agreement at any time within the
        six-month period immediately prior thereto. However, the foregoing shall
        not prohibit any party from publishing advertisements for employment on
        its web sites, in newspapers, journals or by any other like methods.


5.1     LICENSE AND TECHNICAL SUPPORT FEES. In consideration for the grant of
        rights set forth above in Section 2.1, Emony shall pay to BackWeb
        $500,000.00, plus applicable taxes. The payment obligation for this
        license fee is noncancellable and the sums paid nonrefundable. All fees
        are specified in U.S. dollars and are due and payable as specified in
        Section 5.5.

        Fees for initial-year Silver Technical Support services for the Programs
        shall be [eighteen percent (18%)] of the above license fee. Initial-year
        Silver Technical Support shall commence on the


        Commencement Date and shall continue until 12 months from the
        Commencement Date. Emony shall have the right to renew Technical support
        services for such Program licenses at BackWeb's then current standard
        Technical Support services fees and pricing in effect at the time of

5.2     SUBLICENSE FEES. During the Term of this Agreement, Emony shall pay to
        BackWeb Sublicense fees in such amount as described in Exhibit A
        attached hereto as may be amended from time to time. Such fees shall be
        paid as set forth in Section 5.5. For the purposes of this Section,
        "Revenue" shall be mean any monies due to Emony, either directly or
        indirectly, through its distribution, license, sale, etc. of the
        Application Packages.

        The Sublicense fee shall be calculated effective the date the
        Application Program, including the Programs, is shipped by Emony to a
        Sublicensee. Emony is free to determine unilaterally its own license
        fees to its Sublicensees. Emony shall not be relieved of its obligation
        to pay Sublicense fees owed to BackWeb by the nonpayment of such fees by
        the Sublicensee.

        Technical Support services for Sublicensees, each year Emony agrees to
        pay BackWeb an annual Technical Support Fee for each Program Sublicensed
        under this Agreement where the Sublicensee received technical support
        services for such Application Specific Program during the applicable
        year from Emony. Annual Technical Support Fees for a Program shall be
        equal to 18% of the cumulative Sublicense fees accrued to BackWeb for a
        Sublicensed Program supported by Emony.

        With each quarterly report provided to BackWeb, Emony shall report to
        BackWeb the number of Sublicensees that acquired technical support
        services during such period. The report shall also include the
        Application Program being supported, the applicable number of Users and
        the applicable Technical Support fees due and payable to BackWeb for the
        applicable support year.

5.4     SUBLICENSE REPORTS. Within twenty (20) days of the last day of each and
        every calendar quarter, Emony shall send to BackWeb a report detailing
        for that quarter each Sublicensed Application Program shipped or
        licensed during that month, number of Users, total Royalties related to
        such Application Programs, and total Sublicense fees and Technical
        Support Fees due to BackWeb. Emony shall pay to BackWeb any Sublicense
        fees and Technical Support fees upon Emony's receipt of an invoice from

5.5     INVOICING AND PAYMENT. Except as otherwise specified in this Agreement,
        all fees shall be due and payable forty-five (45) days from Emony's
        receipt of an invoice All payments made shall be in United States
        currency or in New Israel Shekels (NIS), with the exchange rate being
        the exchange rate from U.S. dollars into NIS reported by the Wall Street
        Journal on the last business day prior to date of payment. Also, such
        payment shall be made without deductions based on any taxes or
        withholdings, except where such deduction is based on gross income. Any
        amounts payable by Emony hereunder which remain unpaid after the due
        date shall be subject to a late charge equal to 1.5% per month from the
        due date until such amount is paid. Emony shall issue a purchase order,
        or alternative document acceptable to BackWeb, on or before the
        Effective Date of the applicable Order Form.

5.6     TAXES. The fees listed in this Agreement do not include taxes; if
        BackWeb is required to pay sales, use, property, value-added or other
        taxes or custom duties based on the licenses or services granted in this
        Agreement or on Emony's use of Programs or services, then such taxes
        shall be billed to and paid by Emony. This Section shall not apply to
        taxes based on BackWeb's income.


6.1     TERM. This Agreement shall become effective on the Effective Date of
        this Agreement and shall be valid until five (5) years from the
        Effective Date of this Agreement (the "Initial Term"), unless terminated
        earlier as provided in this Agreement. Prior to the expiration of the
        Initial Term, the parties may agree in writing to renew this Agreement
        for a term to be agreed upon.


6.2     TERMINATION FOR BREACH. Each party may terminate this Agreement or any
        license upon written notice if the other party materially breaches this
        Agreement and fails to correct the breach within thirty (30) days
        following written notice specifying the breach.

6.3     FORCE MAJEURE. Neither party shall be liable to the other for failure or
        delay in the performance of a required obligation if such failure or
        delay is caused by strike, riot, fire, flood, natural disaster, or other
        similar cause beyond such party's control, provided that such party
        gives prompt written notice of such condition and resumes its
        performance as soon as possible, and provided further that the other
        party may terminate this Agreement if such condition continues for a
        period of one hundred eighty (180) days.

6.4     EFFECT OF TERMINATION. Upon expiration or termination of this Agreement,
        all of Emony's rights to market, distribute, and use the Programs shall
        cease; provided, however that a Sublicense granted by Emony shall
        continue in full force and effect unless the Sublicensee has breached
        its sublicense agreement, in which case Emony shall terminate the
        sublicense within thirty (30) days if such breach remain uncured. If
        this Agreement expires or is terminated for any reason, neither party
        will be liable to the other because of such expiration nor termination
        for damages for the loss of prospective profits, anticipated sales or
        good will. Termination of this Agreement or any license shall not limit
        either party from pursuing other remedies available to it, including
        injunctive relief, nor shall such termination relieve a party's
        obligation to pay all fees that have accrued or are otherwise owed by a
        party under this Agreement, any Order Form or any fees report. The
        parties' rights and obligations under Sections 2.3-2.5, 4.8, 5.4, and
        Articles VI, VII, and VIII shall survive termination of this Agreement.
        Upon termination of any Program license, Emony shall cease using, and
        shall return or destroy, all copies of the applicable Programs.


7.1     INFRINGEMENT INDEMNITY. BackWeb will defend and indemnify Emony against
        a claim that the Programs infringe any U.S. copyright or patent,
        provided that: (a) Emony notifies BackWeb in promptly writing after
        notice of the claim; (b) BackWeb has sole control of the defense and all
        related settlement negotiations; provided, however, that BackWeb shall
        have not right to incur any material obligation on Emony's behalf except
        for the actions specified in the second paragraph of this Section; and
        (c) Emony provides BackWeb with the assistance, information and
        authority necessary to perform BackWeb's obligations under this Section.
        BackWeb will reimburse Emony's reasonable out-of-pocket expenses
        incurred in providing such assistance. BackWeb shall have no liability
        for any claim of infringement based on (a) use of a superseded or
        altered release of Programs by Emony if the infringement would have been
        avoided by the use of a current unaltered release of the Programs which
        BackWeb provides to Emony or (b) the combination or use of the Programs
        with software, hardware or other materials not furnished by BackWeb if
        the use of the software, hardware or other materials not furnished by
        BackWeb was the sole cause of the claim of infringement.

        If the Programs are held or are believed by BackWeb to infringe, BackWeb
        shall have the option, at its expense, to (a) modify the Programs to be
        noninfringing or (b) obtain for Emony a license to continue using the
        Programs. If BackWeb determines, in its sole discretion, that it is not
        commercially reasonable to perform either of the above options, then
        BackWeb may terminate the license for the infringing Programs and refund
        the license fees paid for those Programs, prorated over a five year term
        from the Commencement Date. This Section 7.1 states BackWeb's entire
        liability and Emony's exclusive remedy for infringement.


        A. For each Program licensed to Emony, BackWeb warrants to Emony that:

        (i) for a period of ninety (90) days after the Commencement Date, each
        unmodified Program will operate substantially in accordance with the
        functional description provided the applicable Documentation when
        installed on the applicable Platform; and

        (ii) the Program will, to the extent supported by the underlying
        operating system and Emony's applications, be compliant with the
        millennium date change as provided on BackWeb's web site
        (www.backweb.com) under "Products."

        B. For services acquired under this Agreement, BackWeb warrants to Emony
        for a period of ninety (90) days from performance of the applicable
        service that its Technical Support, training and consulting services
        will be performed consistent with generally accepted industry standards.



7.3     EXCLUSIVE REMEDIES. For any breach of the warranties contained in this
        Agreement, Emony's exclusive remedy, and BackWeb's entire liability,
        shall be:

        A. for Programs, BackWeb shall correct the Program errors that cause the
        breach of warranty or, if correction of the Programs is not commercially
        feasible, BackWeb shall replace the Programs with conforming; and

        B. for services, BackWeb shall reperform the deficient services that
        cause the breach of the warranty.


        The provisions of this Agreement allocate the risks between BackWeb and
        Emony. BackWeb's pricing reflects this allocation of risk and the
        limitation of liability specified herein.


8.1     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
        Programs, the terms and pricing 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 (2)
        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. Notwithstanding
        the above, BackWeb may refer to Emony as a customer, OEM and
        distribution partner in sales presentations, press releases, product
        brochures, financial or governmental reports, marketing vehicles and
        activities and on its website and may display Emony's logo in connection
        with such references.

8.2     COPYRIGHT. The Programs are copyrighted by BackWeb. Emony shall retain
        all BackWeb copyright notices on the Programs used by Emony under its
        Development Licenses or as Sublicensed by Emony. On all copies of the
        Application Package distributed by Emony, Emony shall include a
        reproduction of BackWeb's copyright notice(s) with reference to the
        portions of the Programs included in the Application Package. Such
        notices shall be placed on the documentation, the Application Package
        sign-on screen and the CD-ROM labels. Notwithstanding any copyright
        notice by Emony to the contrary, the copyright to the Programs included
        in the

        Application Package shall remain in and with BackWeb. Other than as
        specified above, on any reproduction or translation of any Programs,
        Documentation or promotional material, Emony agrees to reproduce
        BackWeb's copyright notices intact.

8.3     TRADEMARKS. "BACKWEB" and any other trademarks and service marks adopted
        by BackWeb to identify the Programs and other BackWeb products and
        services belong to BackWeb; Emony will have no rights in such marks,
        except as expressly set forth herein and as specified in writing from
        time to time. Emony shall have the right to use BackWeb's trademarks
        solely in furtherance of its distribution activities under this
        Agreement and such use of BackWeb's trademarks shall be under BackWeb's
        trademark policies and procedures in effect from time-to-time. Emony
        agrees not to use the trademark "BACKWEB" or any other mark likely to
        cause confusion with the BackWeb's trademarks as any portion of Emony's
        trade name or trademark for any other products of Emony. Emony shall
        have the right to use BackWeb's trademarks solely to refer to BackWeb's
        Programs, products and services.

8.4     RELATIONSHIP BETWEEN PARTIES. In all matters relating to this Agreement,
        the parties will each act as an independent contractor. The relationship
        between BackWeb and Emony is that of licensor/licensee. 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, or in any other capacity.
        Nothing in this Agreement shall be construed to limit either party's
        right to independently develop or distribute software that is
        functionally similar to the other party's product, so long as
        proprietary information of the other party is not used in such

8.5     GOVERNING LAW. This Agreement, and all matters arising out of or
        relating to this Agreement, shall be governed by the laws of Israel.

8.6     NOTICE. All notices, including notices of address change, required to be
        sent hereunder shall be in writing and shall be deemed to have been
        given when mailed by first class mail to the first address listed in the
        relevant Order Form (if to Emony) or to the BackWeb address on the Order
        Form (if to BackWeb). To expedite order processing, Emony agrees that
        BackWeb may treat documents faxed by Emony to BackWeb as original
        documents; nevertheless, either party may require the other to exchange
        original signed documents.

8.7     ASSIGNMENT. Neither party may assign this Agreement, or any part
        thereof, to a legal entity separate from such party, without the prior
        written consent of the other party hereto, such consent not to be
        unreasonably withheld. Notwithstanding the forgoing, either party may
        assign this Agreement and any Order Form to the surviving entity in a
        merger or reorganization or the purchaser of substantially all of the
        assets of that party, provided however that in the event that the
        acquiring entity is a direct competitor of the other, the prior written
        consent of the other party hereto shall be required, such consent not to
        be unreasonably withheld. In the event that a party reasonably refuses
        the assignment for the reasons set forth in the prior sentence, then
        such party shall have the right to terminate the Agreement in accordance
        with section VI herein and that shall be that party's sole and entire
        remedy with regards hereto.

8.8     SEVERABILITY. If any provision of this Agreement is held to be invalid
        or unenforceable, the remaining provisions of this Agreement will remain
        in full force.

8.9     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.

8.10    EXPORT ADMINISTRATION. Each party agrees to comply fully with all
        relevant export laws and regulations of the United States ("Export
        Laws") to assure that neither the Programs nor any direct product
        thereof are (1) exported, directly or indirectly, in violation of Export
        Laws; or (2) are intended to be used for any purposes prohibited by the
        Export Laws, including, without limitation, nuclear, chemical, or
        biological weapons proliferation.

8.11    RESTRICTED RIGHTS. If Emony distributes Programs to the United States
        government, the Programs shall be provided with "Restricted Rights" and
        Emony will place a legend, in addition to applicable copyright notices,
        on the documentation, and on the tape or diskette label, substantially
        similar to the following: The Programs are deemed to be "commercial
        computer software" and/or "commercial computer software documentation"
        pursuant to DFAR Section 227.7202 and FAR


        Section 12.212, as applicable. Any use, duplication, modification or
        disclosure by the United States Government is subject to the
        restrictions set forth in these clauses. Manufacturer is BackWeb
        Technologies Ltd., P O Box 3581, Ramat-Gan, 52136 Israel.

8.12    ENTIRE AGREEMENT. This Agreement and the Annexes hereto and any Order
        Forms hereto constitute the complete agreement between the parties and
        supersede 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. It is
        expressly agreed that the terms of this Agreement shall supersede the
        terms in any Emony purchase order or other ordering document and such
        terms will have no force or effect. This Agreement shall also supersede
        the terms of any unsigned license agreement included in any package for
        BackWeb-furnished software.

The Effective Date of this Agreement shall be August 29, 2001.

EMONY LTD.                                  BACKWEB TECHNOLOGIES LTD.

By: /s/ YORAM SALINGER                      By: /s/ GWEN SPERTELL
   -----------------------------------         --------------------------------

Name: Yoram Salinger                        Name: Gwen Spertell
      --------------------------------            -----------------------------

Title: C.E.O.                               Title: COO
       -------------------------------             ----------------------------


                                    EXHIBIT A

                                 SUBLICENSE FEES

With respect to the amount of sublicenses fees and royalties to be paid by Emony
to BackWeb pursuant to Section 5.2 of this Agreement, the parties agree to
negotiate in good faith to reach a mutually acceptable fee and royalty structure
no later than December 31, 2001, upon which agreement, this Exhibit shall be
amended to state such agreement.


                                    EXHIBIT B

                              SILVER LEVEL SUPPORT

BackWeb Technical Support is provided for problems that are demonstrable in the
applicable release of a BackWeb licensed product, running unaltered on an
acceptable hardware and operating system configuration.

Technical Support services are normally provided over annual support periods.
Initial-year annual Technical Support services for BackWeb products commence on
the date of delivery of the BackWeb products or if no delivery is required,
commence on the effective date of the order for such product. Thereafter,
Technical Support services may be renewed for successive annual periods of one

BackWeb notifies the Customer of renewal fees prior to the date for renewal of
Technical Support services. Technical Support fees are due and payable annually
in advance of commencement of the applicable Support Period. Failure to pay
Technical Support fees will result in suspension of BackWeb Technical Support

Silver Technical Support includes:

        -       Telephone Technical Support assistance is available from 8:00
                a.m. to 5:00 p.m. Monday through Friday (holidays excluded)
                based on the local time zone of the assigned BackWeb Technical
                Support Center. The appropriate BackWeb Technical Support Center
                is assigned by BackWeb based on the geographical location of the


                Telephone:   1-800-778-1949
                Email:       productsupport@backweb.com


                Telephone:  +972-3-611-8826
                Email:      eurosupport@backweb.com

        -       Web-based access to BackWeb Technical Support news, patches,
                Updates and programming examples is available through BackWeb's
                webpage at

        -       Product Updates(1)

                -     Bug fixes

                -     General maintenance releases

                -     Minor and major new functionality releases, i.e. upgrades

                -     Documentation updates

        -       BackWeb Knowledgebase access to information on Technical Support
                Frequently Asked Questions and customer feedback.

        -       Access to System Reports is initiated by the Customer


(1) "Update" refers to subsequent releases of the BackWeb software product,
including, without limitation, bug fixes, error corrections and those new
releases which BackWeb makes available for Program licensees at no additional
license fee other than media and handling charges, provided the Customer has
ordered Technical Support for such licenses for the relevant time period.
Updates do not include any release, option, module or future product that
BackWeb licenses separately.



For the Technical Support Services level specified above, the Support Center's
Technical Support Engineers (TSEs) field incoming calls, email and fax messages.
TSEs are responsible for:

  a)   Coordinating the resolution of the problem

  b)   Verifying any reported error, including by obtaining additional
       information from Customer

  c)   Communicating to the Customer a resolution, or workaround, or
       supplying a bug fix, as appropriate


Upon purchasing BackWeb Technical Support services, Customer receives a CSID
Number. The CSID Number is essential for obtaining the Technical Support
Services described in this document from BackWeb.

The CSID number identifies the Customer with respect to the following

-       Company Name and Address

-       Product Set and Version

-       Technical Support Level

-       Duration of Support Period

-       Operating System

-       Technical Contact Information


Before BackWeb can begin work on any problem, information on the nature and
location of the problem is required. Whenever an error report or call is placed
to the BackWeb Support Center, the following information should be provided:

-       The Customer Support Identification (CSID) number

-       The area code and phone number

-       The operating system (including version) on which BackWeb products are

-       The BackWeb product name and version number and build number that this
        call concerns

-       Any program error messages associated with the problem

-       A detailed description of the problem

-       A status log, if applicable


BackWeb categorizes reported errors as provided in the table below and responds
to reported errors according to the schedule indicated. "Acknowledgment" means
confirming receipt of a problem, verifying details, attempting to duplicate the
problem and confirming status to Customer. "Response" means providing Customer
with an answer, a patch or a resolution action plan. BackWeb is only responsible
for providing support for the failure of a BackWeb product to materially conform
to the functional specifications as set forth in the applicable product


       Acknowledgment Goal        Silver                 Gold                    Platinum
       -------------------        ------                 ----                    --------
       Priority 1                 1 Business day         1 Business hour         1 hour
       Priority 2                 2 Business days        2 Business hours        2 hours
       Priority 3                 3 Business days        6 Business hours        6 hours
       Priority 4                 3 Business days        2 Business days         24 hours

       Resolution response
       Priority 1                 3 Business days        2 Business day          2 days
       Priority 2                 5 Business days        4 Business days         4 days
       Priority 3                 10 Business days       8 Business days         7 days
       Priority 4                 15 Business days       15 Business days        15 days

Priority Categories shall be defined as follows:

Priority 1       Critical: Production stop due to product or major feature
                 failure or data corruption.

Priority 2       Serious: Major impact. Major feature/product failure;
                 inconvenient workaround or no workaround exists.

Priority 3       Minor: Minor impact. Minor feature/product failure, convenient
                 workaround exists.

Priority 4       Informational: Functionality does not match documented

A nonconformity is not considered an error if (a) the BackWeb product is
combined or merged with any hardware or software not supported by BackWeb; or
(b) the error is caused by Customer's misuse or improper use of the BackWeb


For each order for Technical Support services, the Customer must designate one
primary and one backup employee ("Technical Contacts"), to serve as liaisons
with BackWeb. The designated Technical Contact is the sole liaison between
Customer and BackWeb for all software product support and shall be based at the
customer's premises. To avoid interruptions in support services, customers must
notify BackWeb whenever their Technical Contact responsibilities are transferred
to another individual. The Customer will ensure that each Technical Contact is
trained on BackWeb's products.


BackWeb provides support for a specific release or version of a BackWeb product
for a minimum of six (6) months after BackWeb makes a subsequent release or
version of such product available, as an Update or otherwise. At its sole
discretion and control, BackWeb may replace specific components of the Programs
with other components and BackWeb shall only provide Technical Support for the
new components.


BackWeb Technical Support is offered for all officially released BackWeb
products. Custom made applications, created by the customer and/or by BackWeb
Professional Services, are not covered by this maintenance offering.


Technical Support services, including Updates, are provided by BackWeb, subject
to the terms of the applicable written agreement between Customer and BackWeb,
and if none, under BackWeb's standard Software License and Services Agreement in
effect at the time Technical Support services are ordered. These Technical
Support policies are BackWeb's current policies and are subject to change.
BackWeb may inform Customer of any changes via publication on


BackWeb's Technical Support webpages and such changes shall take effect after
the then-current support period.


In the event that BackWeb Technical Support services lapse, are not renewed or
were never originally procured, a Reinstatement Fee shall be assessed upon
re-commencement of Technical Support services equal to the amount of
Silver-level Technical Support fees which would have been applicable during the
period of lapse, calculated based on the current Technical Support fee in effect
at the time Technical Support is ordered.



Upon Customer's request and order, BackWeb provides the on-site services of
BackWeb Engineers to assist in resolving technical support issues at the then
current Professional Services rate.


At fees to be mutually agreed upon in writing, BackWeb will deliver monthly
System Reports via email and/or hard copy. These reports include details
specific to the customer's issues. BackWeb includes in each such report a
summary list of all patches made available during the reporting period for the
supported Program licenses.

All mentioned reports & knowledgebase-related items will be available starting
June 2001.


2225 Sheppard Avenue East, Suite 1401
Toronto, Ontario M2J 5C2

3 Abba Hillel Street
P.O. Box 3581
Ramat-Gan 52136


Source: OneCLE Business Contracts.