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                               o Kost Forer & Gabbay     o Phone: 972-3-6232525
                                 3 Aminadav St.            Fax: 972-3-5622555
                                 Tel-Aviv 61575, Israel


Exhibit 10.1

                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration  Statements on:
(a) Form S-8 (333-94995)  pertaining to the 1996 CSI Stock Option Plan, the 1999
Section 3(i) Share Option Plan,  the 1999 Employee  Stock  Purchase Plan and the
1999  Non-Employee  Directors Stock Option Plan of Commtouch  Software Ltd.; (b)
Form F-3  (333-89773)  pertaining to the resale of 2,052,051  ordinary shares of
Commtouch  Software Ltd. by Vulcan Ventures  Incorporated,  InfoSpace  (formerly
"Go2Net,  Inc.")  and  Microsoft  Corporation  and  a  warrant  exercisable  for
1,136,000 ordinary shares of Commtouch Software Ltd. by InfoSpace;  (c) Form F-3
(333-46192)  pertaining  to the sale by Commtouch  Software Ltd. of 4,000,000 of
its ordinary  shares;  (d) Form S-8 (333-65532)  pertaining to the 1999 Employee
Stock Purchase Plan, the 1999  Non-Employee  Directors Stock Option Plan and the
Wingra  Technologies,  LLC 1998  Unit  Option  Plan;  (e)  Form F-3  (333-68248)
pertaining to the resale of 1,406,612 ordinary shares of Commtouch Software Ltd.
by investors in Wingra;  and (f) Form F-3 (333-88248)  pertaining to the sale by
Commtouch Software Ltd. of 7,096,886 of its ordinary shares, of our report dated
February  27, 2003 with respect to the  consolidated  financial  statements  and
schedule of Commtouch  Software Ltd. included in this Annual Report on Form 20-F
for the year ended December 31, 2002.





                                          Yours truly,
Tel-Aviv, Israel                     KOST, FORER and GABBAY
July 15, 2003                   A Member of Ernst & Young Global