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                                  EXHIBIT 4.2
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                     NON-EMPLOYEE SHARE OPTION PLAN (1998)

A.  NAME AND PURPOSE

1.  NAME:  This plan, as amended from time to time, shall be known as the Accent
Software International Ltd. Non-Employee Share Option Plan (1998) (the "Plan").

2.  PURPOSE:  The purpose and intent of the Plan is to provide incentives to
certain non-employee directors and consultants of Accent Software International
Ltd. ("Accent") or of any parent corporation or subsidiary corporation of the
Company now existing or subsequently formed or acquired (Accent and its parent
or subsidiary corporations are collectively referred to as the "Company") by
providing them with opportunities to purchase shares in Accent, pursuant to the
Plan that was approved by the Board of Directors of Accent.

B.  GENERAL TERMS AND CONDITIONS OF THE PLAN

3.  ADMINISTRATION:

3.1 The Plan will be administered by a committee of the Board of Directors (the
"Committee"), which will consist of such number of Directors of Accent (not less
than two (2) in number), as may be fixed from time to time by the Board of
members of the Committee, may from time to time remove members from, or add
members to, the Committee and shall fill vacancies in the Committee however
caused. All members of the Committee shall be disinterested persons within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended the
"Exchange Act").

3.2 The Committee shall select one of its members as its Chairman and shall
hold its meetings at such times and places as it shall determine. Actions at a
meeting of the Committee at which a majority of its members are present or acts
reduced to or approved in writing by all members of the Committee, shall be the
valid acts of the Committee. The Committee may appoint a Secretary, who shall
keep records of its meetings and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.

3.3 Subject to the general terms and conditions of this Plan and to the
specific limitations set forth herein, the Committee shall have full authority
in its discretion, from time to time and at any time, to interpret this Plan,
with respect to persons to whom Option Awards are granted who are not Directors
of the Company, to determine (i) the persons to whom Option Awards (as
hereinafter defined) shall be granted ("Grantees"), (ii) the number of shares to
be covered by each Option Award, (iii) the time or times at which the same shall
be granted, (iv) the schedule and
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conditions on which such Option Awards may be exercised and on which such shares
shall be paid for, and/or (v) any other matter which is necessary or desirable
for, or incidental to, the administration of the Plan. All Option Awards granted
pursuant to this Plan must be exercised within five (5) years of the date of
grant. Notwithstanding anything to the contrary contained herein, options
granted hereunder to non-employees serving as Directors of the Company shall
only be granted pursuant to the provisions set forth in paragraph 6.3.

3.4  The Committee may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem best.  No member of the Board of Directors
or of the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Option Award granted thereunder.

3.5  The interpretation and construction by the Committee of any provision of
the Plan or of any Option Award thereunder shall be final and conclusive unless
otherwise determined by the Board of Directors.

4.  ELIGIBLE GRANTEES:


  4.1  [Reserved.]

  4.2  Subject to this limitation and any restriction imposed by applicable law,
     Option Awards may be granted to any director ("Director") or consultant of
     the Company, provided that such director or consultant is not an employee
     of the Company. The grant of an Option Award to a Grantee hereunder, shall
     neither entitle such Grantee to participate, nor disqualify him from
     participating, in any other grant of options pursuant to this Plan or any
     other share incentive or share option plan of the Company or any of its
     subsidiaries.

5.  RESERVED SHARES:  Accent has reserved 600,000 authorized but unissued
Ordinary Shares (nominal value NIS 0.01 per share) of Accent for purposes of the
Plan, subject to adjustment as provided in paragraph 10 hereof. Any shares under
the Plan, in respect of which the right hereunder of a Grantee to purchase the
same shall for any reason terminate, expire or otherwise cease to exist, shall
again be available for grant through Option Awards under the Plan.

6.  OPTION AWARDS:

6.1  The Committee shall award to Grantees options to purchase shares in Accent
available under the Plan ("Option Awards") in accordance with the provisions of
Sections 6.3 and 6.4 below.  Option Awards may be granted at any time after this
Plan has been approved by the Board of Directors and the Shareholders of the
Company (or prior to this Plan being so approved, provided that the grant of
such Option Awards is made subject to such approval) and the shares reserved for
the Plan effectively created.  The date of grant of each Option Award shall be
the date specified by the Committee at the time such award is made.

6.2  The instrument granting an Option Award shall state, inter alia, the number
of shares covered thereby, the dates when it may be exercised (subject to
Section 8.1), the option price, the schedule
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on which such shares may be paid for and such other terms and conditions as the
Committee at its discretion may prescribe, provided that they are consistent
with this Plan.

6.3  Subject to the general terms and conditions of this Plan, a non-employee
who serves as a Director of the Company shall be entitled to receive grants of
Option Awards as follows:  (i) each of the non-employee Directors of the Company
who was serving as such non-employee Director on January 1, 1997, provided they
are serving as a director of the Company upon the adoption of the Non-Employee
Share Option Plan, shall receive an initial grant of an Option Award to purchase
35,000 Ordinary Shares, which shall vest as to the entire grant upon the date of
grant; (ii) each of all other non-employees who is serving as a Director at the
time of the adoption of this Plan shall receive an initial grant of an Option
Award to purchase 25,000 Ordinary Shares of Accent, which shall vest as to the
entire grant six months after the date of grant; (iii) each non-employee who
becomes a member of the Board of Directors at any time after the adoption of
this Plan shall receive an initial grant of an Option Award to purchase 50,000
Ordinary Shares of Accent, which shall vest as to the entire grant one year
after the date of grant; and (iv) upon each anniversary of an initial grant,
provided that such non-employee is still serving as a member of the Board of
Directors, such non-employee Director shall receive an annual Option Award to
purchase 25,000 Ordinary Shares of Accent, which shall vest as to the entire
grant six months after the date of grant.

6.4  The Committee may in its discretion grant Option Awards to any consultant
of the Company.

7.   OPTION PRICES:

7.1  The price per share covered by each Option Award to any eligible director
of the Company shall be 100% of the fair market value of each share as
determined by the Committee on the date of grant. If Accent's share's are
publicly traded on a securities market in the United States or in Israel, then
the fair market value of such shares on the date of grant shall be equal to the
closing sale price of such shares the date of such grant.

7.2  The price per share covered by each Option Award to any consultant of the
Company shall be determined by the Committee in its discretion on the date of
the grant..

8.   EXERCISE OF OPTION AWARD:


8.1  Option Awards shall be exercisable pursuant to the terms under which they
were awarded and subject to the terms and conditions of this Plan.

8.2  An Option Award, or any part thereof, shall be exercisable by the Grantee's
signing and returning to Accent at its principal office a "Notice of Exercise"
and a Share Incentive Agreement (the "Agreement") in such form and substance as
may be prescribed by the Committee from time to time.

8.3  Anything herein to the contrary notwithstanding, but without derogating
from the provisions of paragraph 9 hereof, if any Option Award, or any part
thereof, has not been exercised and the shares covered thereby not paid for
within five (5) years after the date of grant, such Option Award, or such part
thereof, and the right to acquire such shares shall terminate, all interests and
rights of the Grantee in and to the same shall expire.
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8.4  Each payment for shares under an Option Award shall be in respect of a
whole number of shares, shall be effected in cash, by a cashier's or certified
check payable to the order of Accent, by cashless exercise, or, with respect to
persons to whom Option Awards are granted who are not Directors of the Company,
such other method of payment acceptable to Accent as determined by the
Committee, and shall be accompanied by a notice stating the number of shares
being paid for thereby.

9.   TERMINATION OF SERVICE AS A DIRECTOR OR CONSULTANT:

9.1  If a Director Grantee should, for any reason (other than by reason of death
or disability) cease to be a Director of Accent, all of his rights, if any, in
respect of all Option Awards granted to him under the Plan which are not yet
exercisable on the date of the cessation of the directorship shall terminate and
all of his rights in respect of such Option Awards which are exercisable on the
date of the cessation of the directorship, but are not exercised within 90 days
after such cessation of the directorship, shall terminate upon the expiration of
such 90 day period.  In the event of the resignation or dismissal of a Director,
the Director shall, for the purposes of this paragraph 9.1, be deemed to have
ceased to be a Director of the Company upon the delivery to the Company of
notice of resignation or the delivery to the Director of notice of dismissal, as
the case may be, irrespective of the effective date of such resignation or
dismissal.

9.2  If a Director Grantee should cease to be a Director of Accent by reason of
death or disability, all outstanding Option Awards shall be deemed fully vested,
and the successor in interest of the Grantee may exercise such Option Awards in
accordance with their terms.

9.3  If a non-director consultant Grantee should, for any reason (other than by
reason of death or disability) cease to be a consultant of the Company, all of
his rights, if any, in respect of all Option Awards granted to him under the
Plan which are not yet exercisable on the date of the cessation of the
consultancy shall terminate and, unless otherwise determined by the Board of
Directors of Accent, all of his rights in respect of such Option Awards which
are exercisable on the date of the cessation of the consultancy, but are not
exercised within 90 days after such cessation of the consultancy, shall
terminate upon the expiration of such 90 day period.  In the event of the
resignation of a consultant or the termination of a consultancy, the consultant
shall, for the purposes of this paragraph 9.3, be deemed to have ceased to be a
consultant of the Company upon the delivery to the Company or notice of
resignation or the delivery to the consultant of notice of termination of the
consultancy, as the case may be, irrespective of the effective date of such
resignation or discharge.  In the event the consultancy of a non-director
consultant Grantee is terminated by the Company for cause, such Grantee shall
not be entitled to exercise the Option Awards subsequent to the time of delivery
of the notice of discharge.

9.4  If a non-director consultant Grantee should die, or be unable to continue
to be employed by the Company by reason of becoming incapacitated while in the
employ of the Company as a result of an accident or illness or other cause which
is approved by the Committee, such Grantee shall, subject to approval of the
Committee (which shall not be unreasonably withheld), continue to enjoy rights
under the Plan on such terms and conditions as the Committee in its discretion
may determine.
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10.  ADJUSTMENTS.  Upon the happening of any of the following described events,
a Grantee's rights to purchase shares under the Plan shall be adjusted as
hereinafter provided:

10.1 In the event the Ordinary Shares of Accent shall be subdivided or combined
into a greater or smaller number of shares or if, upon a merger, consolidation,
reorganization, recapitalization or the like, the Ordinary Shares of Accent
shall be exchanged for other securities of Accent or of another corporation,
each Grantee shall be entitled, subject to the conditions herein stated, to
purchase such number of Ordinary Shares or amount of other securities of Accent
or such other corporation as were exchangeable for the number of Ordinary Shares
of Accent which such Grantee would have been entitled to purchase except for
such action, and appropriate adjustments shall be made in the purchase price per
share to reflect such subdivision, combination or exchange.

10.2 In the event that Accent shall issue any of its Ordinary Shares or other
securities as bonus shares (stock dividend) upon or with respect to any shares
which shall at the time be subject to a right of purchase by a Grantee
hereunder, each Grantee upon exercising such right shall be entitled to receive
(for the purchase price payable upon such exercise), the shares as to which he
or she is exercising such right and, in addition thereto (at no additional
cost), such number of shares of the class or classes in which such bonus shares
(stock dividend) were declared, and such amount of shares and the amount of cash
in lieu of fractional shares, as is equal to the shares which he would have
received had he been the holder of the shares as to which he is exercising his
right at all times between the date of the granting of such right and the date
of its exercise.

10.3 Upon the happening of any of the foregoing events, the class and aggregate
number of Ordinary Shares issuable pursuant to the Plan (as set forth in
paragraph 5, hereof), in respect of which Option Awards have not yet been
granted, shall also be appropriately adjusted to reflect the events specified in
paragraphs 10.1 and 10.2 above.

10.4 The Committee shall determine the specific adjustments to be made under
this paragraph 10, and its determination shall be conclusive.

11.  ASSIGNABILITY AND SALE OF SHARES AND OPTION AWARDS:

11.1 No shares purchasable hereunder which were not fully paid for, shall be
assignable or transferable by the Grantee. For avoidance of doubt, the foregoing
shall not be deemed to restrict the transfer of a Grantee's rights in respect of
Option Awards or shares purchasable pursuant to the exercise thereof upon the
death of such Grantee to his estate or other successors by operation of law or
will, whose rights therein shall be governed by paragraph 9.2 hereof.

11.2 No Option Award may be transferred other than by will or by the laws of
descent and distribution, and during the Grantee's lifetime an Option Award may
be exercised only by the Grantee.

12.  ACT OF 1933; ISRAEL SECURITIES LAW, 1967:  By the exercise of an
Option Award hereunder, the Grantee agrees not to sell, transfer or otherwise
dispose of any of the shares so purchased by him except in compliance with the
United States Securities Act of 1933, as amended, and the rules and regulations
thereunder and the Grantee further agrees that all certificates evidencing any
of such shares shall be appropriately legended to reflect such
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restriction. Accent does not obligate itself to register any shares under the
United States Securities Act of 1933, as amended. However, the securities being
offered and/or issued hereby have been issued in compliance with the Israel
Securities Law, 1967.

13.  TERM AND AMENDMENT OF THE PLAN:

13.1 The Plan was adopted by the Board of Directors of Accent on April 23,
1998, and shall expire on April 23, 2008 (except as to Option Awards outstanding
on that date).  This Plan was approved by a majority of Accent's shareholders on
May 28, 1998, in accordance with Regulation 240.16b-3(b) promulgated under the
Exchange Act.

13.2 The Board of Directors may, at any time and from time to time, terminate
or amend the Plan in any respect except that, without the prior approval of the
Shareholders of Accent:  (i) the total number of Ordinary Shares which may be
issued under the Plan may not be increased (except by adjustment pursuant to
paragraph 10 hereof); (ii) the provisions of paragraph 4.2 regarding eligibility
may not be modified; and (iii) the provisions of paragraph 6.3 shall not be
amended more than once in any six-month period other than to comport with
changes in the United States Internal Revenue Code or the Employee Retirement
Income Security Act of the United States or the rules thereunder. In no event
may any action of the Company alter or impair the rights of a Grantee, without
his consent, under any Option Award previously granted to him.

14.  CONTINUANCE OF STATUS:  Neither the Plan nor the Agreement shall impose any
obligation on Accent or a subsidiary thereof (to the extent there shall be one
or more), to continue any Grantee as a Director or as a consultant, and nothing
in the Plan or in any Option Award granted  ursuant thereto shall confer upon
any Grantee any right to continue as a Director of or consultant to the Company,
as the case may be, or restrict the right of the Shareholders, other directors
or the Company, to remove the Director as provided for in Accent's Articles of
Association or to terminate the consultancy.

15.  GOVERNING LAW:  The Plan and all instruments issued thereunder or in
connection therewith, shall be governed by, and interpreted in accordance with,
the laws of the State of Israel.

16.  APPLICATION OF FUNDS:  The proceeds received by Accent from the sale of
shares pursuant to Option Awards granted under the Plan will be used for general
corporate purposes of the Company.

17.  TAX CONSEQUENCES:  Any tax consequences arising from the grant or exercise
of any Option Award, from the payment for shares covered thereby or from any
other event or act (of the Company or the Grantee) hereunder,shall be borne
solely by the Grantee.  Furthermore, the Grantee shall agree to indemnify the
Company and hold it harmless against and from any and all liability for any such
tax or interest or penalty thereon, including without limitation, liabilities
relating to the necessity to withhold, or to have withheld, any such tax from
any payment made to the Grantee.