EXHIBIT 10.15
                                                                   -------------

                              EMPLOYMENT AGREEMENT


                  This Agreement is made as of the 1 day of May 1997.

BETWEEN:          PRECISE SOFTWARE SOLUTIONS LTD/PRECISE SOFTWARE SOLUTIONS
                  INC./PRECISE SOFTWARE SOLUTIONS GMBH* (delete the
                  inapplicable) (hereinafter the "COMPANY")

                                                              of the first part;
                                                              ------------------

AND               AKI RATNER I.D 54040977
                  (hereinafter the "EMPLOYEE")

                                                              of the second part
                                                              ------------------

WHEREAS,          the Company desires to employ the Employee and the Employee
                  desires to be employed by the Company, upon the terms and
                  subject to the conditions herein contained;

         NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

1.       EMPLOYMENT

         The Company agrees to employ the Employee, and the Employee agrees to
         be employed by the Company, for the period set forth in Section 2
         hereof, upon the terms and subject to the conditions herein provided.

2.       The initial terns of the Employee's employment hereunder shall be
         deemed to have commenced on the date listed in para. 1 of Annex "A" and
         shall continue until the date listed in para. 2 of Annex "A". unless
         terminated earlier by (i) either party, at convenience, by a prior
         written notice to that effect, or (ii) the Company, for cause, pursuant
         to the provisions of Section 7 below. The minimum period for the
         termination notice pursuant to para. (1) above is listed in para. 3 of
         Annex "A".

3.       POSITION & DUTIES

         3.1.     During the term of this Agreement, the Employee agrees to
                  serve, and the Company agrees to employ the Employee, in the
                  position specified in para. 4 of Annex "A" and/or in any other
                  position designated by the Chief Executive Officer of the
                  Company (the "OFFICER"). The Employee agrees to fulfill such
                  duties and functions as shall be assigned to him by the
                  Chairman of the Board of Directors of the Company of by the
                  Officer. The Employee shall be based in the country listed in
                  para. 5 of the Annex "A", but may be requested to perform
                  services hereunder in other countries and, if so requested,
                  shall travel to such other countries to perform duties and
                  functions as may be assigned to him by the Officer.
<PAGE>

                  If elected an officer or director of any subsidiary or
                  affiliate of the Company, the Employee shall serve in such
                  position, without being paid additional compensation for any
                  services to be rendered in connection therewith.

         3.2.     During the term of this Agreement, the Employee shall:

                  3.2.1.   serve the Company faithfully and to the best of his
                           ability, and devote his entire working time,
                           attention and efforts to the business and affairs of
                           the Company; and

                  3.2.2.   refrain from, and not engage in, any work or business
                           outside the scope of his employment.

4.       COMPENSATE & REIMBURSEMENT

         As compensation for the Employee's services during the term of this
         Agreement, the Company shall:

         4.1.     pay (or cause to be paid) to the Employee a gross salary at
                  the monthly rate listed in para. 6 of Annex "A", in accordance
                  with the Company's customary payroll practices and linked in
                  the manner specified in para 7 of Annex "A";

         4.2.     pay (or reimburse) the Employee for all reasonable expenses
                  actually incurred or paid by the Employee in the performance
                  of services hereunder, after presentation of expense
                  statements and approved as such by the Company - or vouchers
                  or such other supporting information and documentation as the
                  Company may customarily require of its employees;

         4.3.     afford to the Employee, in addition to vacation days on all
                  national Holidays: (i) annual paid vacation; and (ii) paid
                  sick leave to be used only for personal illness or attendance
                  due to a death or a grave illness of an immediate family
                  member. The number of days allocated for vacation and for sick
                  leave pursuant to paras. (i) and (ii) hereof are listed,
                  respectively, in paras. 8 and 9 of Annex "A".

         4.4.     grant to the Employee an Option, within the meaning of the
                  Company's Share Option & Incentive plan (the "PLAN"), to
                  purchase the number of shares listed in para. 10 of Annex "A",
                  in accordance with, and subject to, the terms and conditions
                  set forth in the plan, provided that (1) the Option shall be
                  exercisable on the date(s) listed in para. 11 of Annex "A" and
                  (ii) the term of the Restricted periods (within the meaning of
                  the plan) shall be as listed in para. 12 of Annex "A" grant to
                  the Employee the additional benefit(s) specified in para. 13
                  of Annex "A".

5.       CONFIDENTIAL INFORMATION & INVENTIONS

         5.1.     During and after the term of its employment hereunder, the
                  Employee shall not (other than in the ordinary course of
                  employment by the Company) use or disclose to any person,
                  company, firm or corporation or any other third party, the
                  contents of this
<PAGE>

                  Agreement or any confidential information or proprietary
                  information or trade secrets including (without limitation)
                  financial data, forecasts, business strategies, product
                  development processes, formula, data, know how, improvements,
                  inventions, techniques, customers lists and marketing plans or
                  any other documents or information relating to the Company or
                  any other member of the Group or to the business of the Group
                  (collectively, the "CONFIDENTIAL INFORMATION"). For the
                  purpose of this Agreement, the term "GROUP" refers to Precise
                  Software Solutions Limited and to its parent companies,
                  subsidiaries, affiliates and divisions.

         5.2.     Notwithstanding the foregoing, the term "CONFIDENTIAL
                  INFORMATION" shall not include any information which is
                  already, or shall become, available to the public through no
                  fault of the Employee or which I disclosed by the Employee
                  pursuant to any applicable law or regulations. The Employee
                  acknowledges and agrees that the Confidential Information
                  shall be and remain the exclusive property of the Company, and
                  the Employee shall have no right thereto and no interest
                  therein. The Employee hereby assigns to the Company all rights
                  or interest it may have (or acquire) in all Confidential
                  Information.

         5.3.     Any and all ideas, conceptions, research, information,
                  discoveries, improvements, methods, formula, designs,
                  processes, trademarks, tradenames, copyrights, patents,
                  products, plans, software, source-language, codes, computer
                  programs, and writings of inventions made, conceived,
                  discovered, originated, developed or created by the Employee
                  (whether at the request or suggestion of the Company and/or
                  any other member of the Group or otherwise, whether alone or
                  in conjunction with others, and whether during regular hours
                  of work or otherwise) during the period of employment by the
                  Company and/or by any other member of the Group, which may be
                  directly or indirectly useful in, or relate to, the business
                  of, or to tests being carried out by the Company and/or any
                  other member of the Group (hereinafter, collectively
                  `INVENTIONS"), will be promptly and fully disclosed by the
                  Employee to an appropriate executive officer of the Company
                  and shall be the Company's exclusive property as against the
                  Employee, and the Employee will promptly deliver to an
                  appropriate executive officer of the company, all papers,
                  drawings, models, data and other material relating to any
                  invention made, developed or created by the Employee within
                  one year following termination of its employment with the
                  Company shall be deemed to fall within this provision, unless
                  proved to have been conceived and made following such
                  termination.

         5.4.     The Employee will, upon the Company's request and without any
                  payment therefor, execute any documents, necessary or
                  advisable in the opinion of the Company's counsel, to direct
                  issuance of patents to the Company (or its designee) with
                  respect to such Inventions as are to be the Company's (or its
                  designee's) exclusive property, or to vest in the Company (or
                  its designee) title to such Inventions as against the
                  Employee. The expenses of securing any such patent shall be
                  borne by the Company.

6.       NON COMPETITION

         6.1.     During the term of this Agreement, including any extensions
                  hereof, and for one year thereafter, the Employee shall not
                  directly or indirectly:
<PAGE>

                  6.1.1.   engage in, serve as an employee, officer, director or
                           consultant to, or have an interest (as a partner,
                           owner, shareholder, joint venturer or otherwise) in,
                           any business which is similar to, or which is engaged
                           in all or any part of the then business of, or is
                           otherwise in competition with, the Company (and/or
                           with any of its subsidiaries and/or affiliated
                           companies which are engaged in a business identical
                           with, and/or similar to, the then business of the
                           Company - hereinafter the "COMPANIES"), in any
                           geographic area in which the Company and/or any of
                           the Companies is doing business, during and at the
                           end of the term of this Agreement, provided that
                           nothing contained herein shall prevent or prohibit
                           the Employee from owing beneficially securities
                           constituting less than three percent (3%) of the
                           issued and outstanding equity securities of any
                           corporation in competition with the Company, the
                           securities of which are regularly traded on a
                           national or overseas securities exchange or on the
                           over the counter market.

                  6.1.2.   solicit, raid, entice or induce any person, firm or
                           corporation that presently is (or at any time during
                           the term of this Agreement shall be) an employee, a
                           supplier or a customer of either the Company or any
                           member of the Group, to become an employee, a
                           supplier or a customer of any other person, firm,
                           corporation or other entity, and the Employee shall
                           not approach any such employee for such person, firm,
                           corporation or other entity for such purpose or
                           authorize the taking of such actions by any other
                           person, firm, corporation or other entity in taking
                           such action.

         6.2.     The Employee acknowledges that services to be rendered by him
                  hereunder are of a special, unique and extraordinary character
                  and, in connection with such services, the Employee will have
                  access to the Confidential Information which is vital to the
                  Company's business. Accordingly, if Employee should breach or
                  threaten to breach any provision of Section 5 or Section 6(a)
                  of this Agreement, the Company will suffer irreparable injury
                  which shall entitle the Company, in the event of any breach or
                  threatened breach of either such section (in addition to any
                  other remedies which the Company may have under this Agreement
                  or otherwise), to enforce the specific performance of Section
                  5 and section 6(a) and obtain permanent and temporary
                  injunctive relief or other equitable relief from any court of
                  competence jurisdiction. The Employee further acknowledges and
                  agrees that (i)) the time, scope and other provisions of
                  section 5 and section 6(a) have been specifically negotiated
                  by sophisticated commercial parties; (ii) such time, scope and
                  other provisions are reasonable under the circumstances; and
                  (iii) if, at any time, despite the express agreement of the
                  parties hereto, a court, tribunal or arbitrator in a
                  proceeding properly brought before it, holds that any portion
                  of any such section is unreasonable and unenforceable, the
                  maximum restrictions of time, scope or other conditions
                  reasonable under the circumstances, as determined by such
                  court tribunal or arbitrator, will be substituted for any such
                  restrictions held unenforceable.
<PAGE>

7.       TERMINATION

         7.1.     Anything herein to the contrary notwithstanding, the Company
                  shall have the right to terminate the Employee's employment
                  immediately (without notice) at any time, for cause, which
                  term shall include (but not be limited to):

                  7.1.1.   an act of theft, fraud or dishonesty against the
                           Company or the Group or against any of the Group's
                           customers or the conviction of the Employee of any
                           misdemeanor involving moral turpitude or of any
                           felony or;

                  7.1.2.   a material breach or failure to perform any of the
                           Employee's obligations hereunder.

         7.2.     Anything herein to the contrary notwithstanding, the Company
                  shall have the right to terminate the Employee's employment,
                  if, by reason of illness or accident, the Employee shall
                  become disabled and is unable for a period of three
                  consecutive months, or for a total of 90 days during any 180
                  day period, to perform his duties, provided, however, that any
                  such termination shall not affect the right of the Employee to
                  continue to receive benefits under any disability insurance
                  plan covering the Employee which is in effect on such date of
                  termination or affect his rights under the plan.

         7.3.     In the event of the termination of his employment for reasons
                  set forth in paragraphs (a) or (b) above during the term
                  hereof, the Company shall be released from all its obligations
                  hereunder.

         7.4.     The employee agrees that upon termination of employment by the
                  Company, either on a voluntary or involuntary basis, with or
                  without cause, he will deliver to the Company all documents,
                  records, notebooks and similar material (including any
                  magnetic or any other media) containing any Confidential
                  Information at that time in his possession or control.

         7.5.     Upon termination of the Employee's employment hereunder for
                  whatever reason, any and all rights of the Employee hereunder
                  shall immediately terminate and the Company shall have no
                  further obligations hereunder, except for obligations which
                  the Company explicitly agreed that shall remain in effect
                  after the termination of the employment of the Employee.

8.       ENTIRE AGREEMENT

         This Agreement contains the entire understanding between the parties
         hereto and supersedes any prior agreements or understandings between
         the Company and the Employee, whether oral or in writing, except such
         as may relate to the matters dealt with in Section 5 hereof.

9.       PERSONAL AGREEMENT

         The Employee acknowledges and agrees that (i) this Agreement requires
         the personal services of the Employee; and (ii) neither this Agreement
         nor any of the Employee's
<PAGE>

         rights hereunder may be voluntarily, involuntarily, directly or
         indirectly, assigned or otherwise transferred by him without the prior
         written approval of the Company.

10.      GOVERNING LAW

         This Agreement shall be construed in accordance with and governed by,
         the laws of the country specified in para. 14 of Annex "A" and the
         competent courts of that country shall have jurisdiction over any
         dispute arising herefrom.

11.      NOTICES

         For purposes of this Agreement, all notices, requests, demands and
         other communications required or permitted hereunder shall be in
         writing and shall be deemed to have been duly given when (i)
         transmitted by telecopy, (ii) delivered by hand or (iii) three days
         after having been deposited in the mail by registered mail, return
         receipt requested, addressed as follows:

         the Employee
                     --------------------------------------------------------
         the Company
                    ---------------------------------------------------------

12.      REPRESENTATIONS

         The Employee represents and warrants that he (1) has had the right to
         discuss all aspects of this Agreement with an attorneys of his choice,
         (ii) has availed himself of this right, (iii) is competent to execute
         this Agreement, (iv) has freely and voluntarily entered into this
         Agreement, and (v) has carefully read this Agreement in its entirety
         and fully understands all of its provisions and its meanings, intent
         and consequences.

13.      DEDUCTIONS & WITHHOLDING

         13.1.    The Company shall have the right to withhold from any (and
                  all) payments required to be made to the Employee pursuant to
                  this Agreement, all taxes, levies or other amounts that the
                  Company determines to withhold in accordance with any
                  applicable law, from time to time in effect.

         13.2.    The Employee shall be responsible to pay any and all taxes and
                  other assessments imposed on any emoluments payable to the
                  Employee hereunder and levied, by law, on the Employee and
                  shall indemnify the Company against any such taxes and
                  assessments.

         13.3.    To avoid any doubts, the provisions of paras. (a) and (b)
                  hereof are cumulative but not exhaustive.
<PAGE>

14.      SEVERABILITY

         If any provisions of this Agreement shall be held to be invalid,
         illegal or unenforceable, the validity, legality and enforceability of
         the remaining provisions shall not in any way be affected or impaired
         thereby.

In witness whereof, the parties intending to be legally bound hereby, have duly
executed this Agreement, as an the date first above written.


/s/ Yoram Kariv                              /s/ Aki Ratner
----------------                             ----------------
/s/ illegible                                EMPLOYEE
----------------
COMPANY
<PAGE>

                                    ANNEX "A"
                                    ---------
<TABLE><CAPTION>
<S>                                                           <C>
1.   date of commencement of employment (Section 2)-           May 1,1997

2.   date of termination of employment (Section 2)-            None

3.   minimum period for termination notice (Section 2) -       60 Days

4.   employee's position (Section 3(a)) -                      VP R&D

5.   employee's base country (Section 3(a)) -                  Israel

6.   monthly salary (Section 4(a)) -                           30,195 NIS

7.   manner of linkage -                                       On a quarterly basis according to the Consumer Price Index,
                                                               base index.

8.   annual vacation (Section 4(c)) -                          22 days

9.   annual sick leave (Section 4(c)) -                        according to the law

10.  number of optioned shares (Section 4(c)) -                100,000 at $1.00 per share (the "option shares"). In the event of a
                                                               completion of further financing rounds up to a total of 10 million US
                                                               Dollars before May 1, 1998 a further number of option shares will be
                                                               granted to Employee, at $1.00 per share, so as to reduce by 100% the
                                                               effect of any dilution of Employee's ownership caused by the raising
                                                               of said further financing rounds. The option shares will be issued
                                                               under a written option agreement and will be subject to
                                                               qualifications and conditions under all applicable Securities
                                                               Regulations, as well as under the terms and conditions of Precise's
                                                               than current Stock Option and Incentive Plan.

11.  date(s) of exercisability of the option (Section 4(d))-   25,000 on 1.5.98
                                                               25,000 on 1.5.99
                                                               25,000 on 1.5.2000
                                                               25,000 on 1.5.2001

12.  term of the restricted period (Section 4(d))-             According to the law.

13.  additional benefits (Section 4(e)) -                      (i) Executive insurance scheme based on a 13-1/3% contribution of the
                                                               company and 5% contribution of the employee; above contribution based
                                                               on 2/3 of the monthly salary as stated in para. 6 above.
                                                               (ii) " Keren Hishtalmut" scheme based on a 7.5% contribution of the
                                                               company and 2.5% contribution of the employee; above contribution
                                                               based on 2/3 of the monthly salary as stated in para. 6 above.
                                                               (iii) Reimbursement for business Expenses incurred approved by
                                                               company in advance against appropriate receipts.
                                                               (iv) Corporate Car

14.  the country of the governing law and
     jurisdiction (Section 10) -                               Israel

</TABLE>