Exhibit 4.1

To the shareholders of COMMTOUCH SOFTWARE LTD.

We have audited the consolidated financial statements of Commtouch Software Ltd.
("the Company") as of December 31, 2000 and 1999 and for each of the three years
in the period ended  December 31, 2000 and have issued our report  thereon dated
February 14, 2001  (included  elsewhere  in this  Registration  Statement).  Our
audits also included the financial statement schedule listed in Item 18(a)(2) of
this  Registration  Statement.  This  schedule  is  the  responsibility  of  the
Company's  management.  Our responsibility is to express an opinion based on our
audits.

In our  opinion,  the  financial  statement  schedule  referred  to above,  when
considered in relation to the basic  consolidated  financial  statement taken as
whole,  present  fairly,  in  all material  respects the  information  set forth
therein.


                                                   KOST, FORER & GABBAY
                                         A member of Ernst & Young International


Tel-Aviv, Israel
February 14, 2001