First Amendment To Software Development & License & Services Agreement

EXHIBIT 10.11.1


CONFIDENTIAL TREATMENT REQUESTED


First Amendment to

Software Development and License and Services Agreement


This First Amendment to Software Development and License and Services Agreement (the "First Amendment") is made and entered into by and between Microsoft Corporation ("Microsoft") and Brightmail Incorporated ("Brightmail") as of July 14, 2003.


Recitals

The parties entered into that certain Software Development and License and Services Agreement bearing an Effective Date of June 20, 2002 ("Agreement").


The parties now desire to amend the Agreement on the terms and conditions provided herein.

The parties hereby agree:


Amendment


1. Section 13.1 of the Agreement is amended to read as follows:

13.1 Term and Renewal Terms . Subject to the other provisions of this Section 13, the Term of this Agreement shall commence on the Effective Date and expire on December 31, 2005.


2. Section 13.2(a) is amended to read as follows: 13.2(a) Termination Without Cause . Either party may terminate this Agreement effective only on the fol ...