Improved on-the-road productivity by adapting the online Web to offline usage by mobile users, enabling them to access and transact with Web content and applications while offline

Exhibit 10.19

          Following sets forth the material terms of the compensation for Ken Holmes, Vice President, Finance of BackWeb.

          Mr. Holmes will also receive standard BackWeb benefits of 17 vacation days per year, 10 paid holidays per year, medical, dental, and vision insurance, short and long term disability insurance, access to the company’s 401(k) plan, and access to participate in the employee stock purchase plan.