EXHIBIT 10.13
                                                                   -------------

                              EMPLOYMENT AGREEMENT

Agreement, made this 23rd day of November, 1998 by and between Precise Software
Solutions Inc. ("Precise" or the "Company") Precise Software Solutions Ltd.
("Parent") and Shimon Alon ("Executive"), regarding Executive's employment by
Precise, Executive's work product, the confidentiality of material of Precise,
and Executive's agreement not to compete with Precise.

1.       EMPLOYMENT. Precise will employ Executive and Executive accepts
         employment upon the terms set forth below. The term of Executive's
         employment began on September 8, 1997 (the "Effective Date") and will
         terminate on the earlier to occur of (i) September 8, 2000, (ii) the
         death of Executive, or (iii) the occurrence of any of the circumstances
         described in Section 5 hereof (the "Expiration Date"). After September
         8, 2000, such employment may be extended for successive twenty four
         (24) month periods upon approval by the Board of Directors and
         Executive. If the Company does mot extend this Agreement beyond
         September 8, 2000, it will notify Executive of this decision in
         accordance with Section 2(C)(ii) of this Agreement as if the Company
         was terminating Executive without cause. The Company's headquarters
         shall be located in the general area of Boston, Massachusetts and the
         Executive will reside in this area. While employed by Precise,
         Executive agrees to devote Executive's full working time to the affairs
         of Precise. It is further understood that as part of the employment
         relationship by this agreement, Employee may be required to serve as an
         officer of affiliated companies, including Parent. Such service shall
         be without additional compensation and the terms and conditions of this
         agreement will control such service and relationship. Executive shall
         not work as an executive, independent consultant or agent for another
         entity whether or not during the business hours of Precise, without the
         permission of Precise However, Precise understands that Executive will
         remain on the Board of Directors of Orbit FR Incorporated, and may in
         his discretion serve on the board of directors of other companies,
         which do not compete with Precise, if permission is obtained from the
         Board of Directors of Precise.

2.       TERMINATION. Executive's employment may be terminated as follows: (A)
         at the Executive's Option. The Executive may terminate his employment,
         with or without cause, at any time upon at least fifteen (15) days'
         advance written notice to the Company. In the event of termination at
         Executive's option, Executive shall be entitled to no severance or
         other termination benefits after the expiration of the fifteen-day
         period referred to above. (B) At the election of the Company for Cause.
         The Company may, immediately and unilaterally, terminate Executive's
         employment hereunder "for cause" at any time. Termination of
         Executive's employment by the Company shall constitute a termination
         "for cause" under this Section 2(B) if such termination is for one or
         more of the following cause: (i) the refusal of Executive to render
         services to the Company in accordance with his obligations under this
         Agreement; (ii) gross negligence, breach of fiduciary duty or breach of
         the terms of this Agreement or the other agreements executed in
         connection herewith, (iii) the commission by Executive of an act of
         fraud, or embezzlement. In the event of a termination "for cause"
         pursuant to the provisions of this
<PAGE>

         Section 2(B), Executive shall be entitled to no severance or other
         termination benefits. (C) At the Election of the Company for reasons
         other than for Cause. (i) The Company may terminate Executive without
         cause by giving Executive written notice of the termination six (6)
         months' in advance if the Executive is terminated before September 8,
         1998 or twelve (12) months if Executive is terminated thereafter. If
         Executive is given notice of termination in accordance with this
         agreement, he shall not be entitled to any severance or other
         termination benefits. (ii) In lieu of the notice described above in
         section 2(C)(i), the Company may immediately and unilaterally,
         terminate Executive's employment at any time without cause by giving
         written notice to Executive of the Company's election to terminate. In
         the event the Company exercises its right to terminate Executive under
         this Section 2(C)(ii) only, the Company agrees to pay Executive a
         severance payment of (i) six (6) months' salary at Executive's then
         current base rate if the Executive is terminated before September 8,
         1998 or twelve (12) months if Executive is terminated thereafter and
         (ii) medical and health insurance benefits for the same period. Such
         severance payment shall be subject to all applicable federal and state
         withholding, payroll and other taxes.

3.       COMPENSATION. Precise will pay Executive an initial Annual Base Salary
         ("Salary") of $250,000 (Two Hundred and Fifty Thousand U.S. Dollars)
         per year, payable in equal semi-monthly installments, such salary shall
         be subject to annual review, as to increases only, by the Board of
         Directors of the Company. In addition, Executive will be eligible to
         receive an annual Bonus ("Bonus") of $120,000 (One Hundred and Twenty
         Thousand U.S. Dollars) per year or more, pursuant to target revenues
         and earnings agreed upon by the Board prior to the commencement of any
         fiscal year. Salary and Bonus will be payable in cash or in Warrants of
         Parent, each warrant representing the right to purchase one Ordinary
         Share of the Parent at an exercise price of $0.20 per share, all as
         detailed in the Warrant Certificate, attached hereto as Exhibit A (the
         "Warrants"). All Warrants will be vested immediately at the same time
         they will be granted. The amount of Warrants that will be granted will
         be the difference between the total payable (Salary and Bonus) and the
         amount of cash paid (the "Unpaid Cash"). The amount of Warrants to be
         granted, for this purpose, will be calculated as follows: the Unpaid
         Cash divided by the price per share of any type of equity security
         issued by the Parent (including, without limitation, of the Preferred
         Shares of the Parent) most recently issued by the Company prior to the
         issue of Warrants to the Executive. Upon exercise, the Company would
         pay the Executive an amount equal to the exercise price of the shares
         multiplied by the number of shares for which you are exercising the
         warrants. The cash payment and the Warrants will be paid and granted
         according to the following schedule:

         a)    For the first 12 months: cash payment will be $72,000 (Seventy
               Two Thousand U.S. Dollars) and the balance in warrants.

         b)    For the second year, and until the closing of the sale of the
               Parent's Shares in any public offering registered under the
               Securities Act of 1933 ("IPO"): the Annual Salary cash payment
               will be $180,000 (One Hundred and Eighty Thousand U.S. Dollars)
               per year, and the balance in warrants.
<PAGE>

         c)    Annual Bonus cash payment will be $60,000 (Sixty Thousand U.S.
               Dollars) in cash per year and the balance in warrants, all
               pursuant to target in accordance to Section 3.

         d)    All payables that will not be paid in cash as provided in
               Sections 3 (a), (b), and (c), will be paid immediately in
               Warrants as detailed above.

         e)    The Board of Directors, at any time can elect to pay Executive
               his compensation (Salary and Bonus) ad in cash instead of cash
               and Warrants.

         f)    After an IPO, or a Change in Parent's Control, as provided in
               Section 15 below, all Salary and Bonus will be paid in cash.

         g)    In the event of termination, before IPO, by Precise or by the
               Executive, with or without cause, Executive have the right to
               deliver back to the company or Parent all Warrants that were
               received based on Sections 3 (a), (b) and (c) in exchange for all
               Unpaid Cash.

4.       EXECUTIVE'S TITLE AND DUTIES. Precise hires Executive as President and
         CEO of the Company. Executive's duties and responsibilities shall be
         consistent with those generally ascribed to & President and CEO, and
         Executive shall manage Precise according to the general directions
         established by its Board of Directors. The Executive shall be a member
         of the Parent's Board of Directors for so long as he serves as the
         Company's CEO.

5.       REIMBURSEMENT OF EXPENSES. Executive may incur reasonable expenses for
         promoting Precise's business, including expenses for entertainment,
         travel and similar items. Precise will reimburse Executive for all
         business expenses after Executive presents an itemized account of
         expenditures, together with other supporting material, subject to
         Precise's approval.

6.       VACATIONS. Executive is entitled to an annual vacation, in accordance
         with the Company policy, of three (3) weeks at full pay.

7.       BENEFITS. In addition, the Executive shall be entitled to participate
         in all applicable medical, dental, disability, incentive, saving,
         retirement and other benefit plans and programs of the Company, to the
         same extent that such programs are appropriate and common for an
         executive of Executive's rank per the plan for U.S. Corporation's
         benefits plan. In addition, Executive shall be entitled to use a car
         leased by the Company for so long as he is an employee of the Company.
         A Directors and Officers liability policy will be adopted by Precise
         and Executive will be included in his capacity as an Officer and
         Director under that insurance policy.

8.       CONFIDENTIALITY. Executive recognizes and acknowledges that the
         software system, including specifications, programs and documentation,
         the methods and data which Precise owns, plans or develops, whether for
         its own use or for use by its clients, developments, designs,
         inventions and improvements, trade secrets and works of authorship are
         confidential and are the property of Precise. Executive also recognizes
         that Precise's customer lists, supplier lists, proposals and procedures
         are confidential and are the property of Precise. Executive further
         recognizes and acknowledges that in order to
<PAGE>

         enable Precise to perform services for its clients, those clients may
         furnish to Precise confidential information concerning their business
         affairs, property, methods of operation or other data, that the
         goodwill afforded to Precise depends upon, among other things, Precise
         and its Executives keeping such services and information confidential.
         All of these materials and information, including that relating to
         Precise's systems and Precise's or clients, will be referred to below
         as "Propriety Information."

9.       NON-DISCLOSURE. Executive agrees that, except as directed by Precise,
         and in the ordinary course of Precise's business, Executive will not at
         any time, whether during or after Executive's employment with Precise,
         disclose to any person, directly or indirectly, for Executive's own
         benefit or the benefit of others, any Proprietary Information, or
         permit any person to examine or make copies of any documents which may
         contain or is derived from Proprietary Information, whether prepared by
         Executive or otherwise coming into Executive's possession or control
         Executive agrees that the provisions of this paragraph shall survive
         the termination of this Agreement and Executive's employment by
         Precise.

10.      POSSESSION. Executive agrees that, upon request by Precise, and in any
         event upon termination of Executive's employment, Executive shall turn
         over to Precise all documents, papers or other material in Executive's
         possession or under Executive's control which may contain or be derived
         from Proprietary Information, together with all documents, notes or
         Executive's work products which are connected with or derived from
         Executive's services to Precise and all copies of software obtained
         from Precise shall be either returned to Precise or, as appropriate,
         permanently deleted.

11.      OWNERSHIP. Executive hereby assigns and agrees to assign to Precise or
         its, subsidiaries or affiliates, as appropriate, its successors,
         assigns or nominees, Executive's entire right, title and interest in
         any developments, designs, patents, inventions and improvements, trade
         secrets, trademarks, copyrightable subject matter or proprietary
         information which Executive has made or conceived or may make or
         conceive, either solely or jointly with others, while providing
         services to Precise, or with the use of the time, material or
         facilities of Precise or relating to any actual or anticipated
         business, research, development, product, service or activity of
         Precise known to Executive while employed at Precise, or suggested by
         or resulting from any task assigned to Executive or work performed by
         Executive for or on behalf of Precise, whether or not such work was
         Performed prior to the date of this Agreement.

         It is further agreed, that without charge to Precise, but at its
         expense, Executive will execute and deliver all such further documents
         as may be necessary, including original applications and applications
         for renewal extension or reissue of such patents, trademark
         registrations or copyright registrations, in any and all countries, to
         vest title thereto in Precise, its successors, assigns or nominees.

12.      NON-COMPETITION. Executive agrees that because of the confidential and
         sensitive nature of the Proprietary Information and because the use of
         the Proprietary Information in certain circumstances may cause
         irreparable damage to Precise and their reputation, or to clients of
         Precise, Executive shall not, until the expiration of one (1) year
         after the date on
<PAGE>

         which Executive's employment with Precise terminates as a result of the
         Executive providing written notice of termination as set forth in
         Section I hereof, engage, directly or through any corporation or
         associates in any business, enterprise or employment which directly
         solicits business, performs any services or delivers goods that are
         competitive to those of Precise to any customer of Precise. Precise and
         Executive agree that this covenant is fair and reasonable; however, in
         the event that a court should decline to enforce these provisions,
         Executive and Precise agree that the provisions should be modified to
         restrict Executive's competition with Precise to the maximum extent
         enforceable, but in no event will the covenants be interpreted as more
         restrictive to Executive.

13.      INJUNCTIVE RELIEF. Executive acknowledges that disclosure of any
         Proprietary information by Executive or breach by Executive of any of
         the covenants not to compete will give rise to irreparable injury to
         Precise, or clients of Precise. Executive also agrees that this injury
         to Precise, or clients of Precise, would be inadequately compensated in
         money damages alone. Accordingly, Precise or, where appropriate the
         client of Precise, may seek and obtain injunctive relief against the
         breach, or threatened breach of the disclosure of any Proprietary
         Information by Executive, or breach by Executive of any of the
         covenants not to compete, in addition to any other legal remedies which
         may be available. Executive further acknowledges that the enforcement
         of a remedy hereunder by way of injunction would not prevent Executive
         from earning a reasonable livelihood since Executive's experience and
         capabilities would be such that in the event that Executive's
         employment with Precise terminates for any reason, Executive will be
         able to obtain employment in business activities which are not
         restricted by this Agreement.

14.      STOCK OPTIONS. After this Agreement is executed, the Board of Directors
         of the Parent will grant Executive an option to purchase 1,380,000
         shares of Parent (the "Option Shares") of its Series A Ordinary Shares
         $.02 NIS par value per share ("Ordinary Shares"), on the following
         terms and conditions The exercise price for 50 percent of the Option
         Shares (690,000) will be $0.25 per share, and the exercise price for
         the remaining 50 percent of the Option Shares (690,000) will be at
         $0.69 per share. The Option Shares will be issued under a written
         option agreement and will be subject to qualifications and conditions
         under all applicable regulations, as well as, for such terms and
         conditions not covered herein, under the terms and conditions of
         Parent's 1998 Share Option and Incentive Plan. As long as Executive
         remains continuously employed by Precise, he will be eligible to
         purchase one forth of the Option Shares per year on each anniversary
         date, beginning one year after the Effective Date, subject to the terms
         and conditions of the written option agreement. Eligibility to purchase
         all Option Shares will be accelerated just prior to the consummation of
         an Initial Public Offering of any equity securities of Common Stock of
         Parent, subject to the underwriters conditions and Executive agrees to
         accept such underwriters conditions, or in the event of a Change in
         Control as defined below, in the ownership of Parent, with proceeds to
         shareholders of not less than $30 million (Twenty Five million U.S.
         Dollars), if total proceeds to such shareholders are less than $30
         million, only 50 percent of the non-vested Option Shares will be
         accelerated and eligible for exercise, all subject to the terms and
         conditions of the written option agreement. In case of termination of
         the employment of Executive, a pro rata (for the year that the
         termination takes place) portion of Option Shares will be eligible to
         be exercised.
<PAGE>

15.      CHANGE IN CONTROL. Subject to the terms and conditions of this
         Agreement, the Incentive Stock Option Agreement following a Change in
         Control of the Parent, as defined in the Parent's 1998 Share Option and
         Incentive Plan, the Company will require any successor to assume
         expressly and perform this Agreement, failure of the Parent to obtain
         such assumption and agreement prior to the effectiveness of any such
         succession shall be a breach of this Agreement. Furthermore, breach of
         this Agreement or termination of the employment of Executive by the
         successor company within the first 12 months following a Change in
         Control shall entitle Executive to a lump sum payment equal to the sum
         of (i) the Salary equivalent for (12) months and (ii) the Benefits the
         Executive would have received for such (12) months and (iii), the
         vesting schedule of the Option Share shall be accelerated so that all
         of the non-exercised Option Shares shall be vested.

16.      GENERAL. This Agreement contains the entire understanding between
         Precise, Parent and Executive relating to the subject matter hereof.
         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Israel, and may be modified only in writing
         and signed by Executive, Parent and Precise. Executive, Parent and
         Precise hereby consent to the exclusive jurisdiction of the courts of
         the State of Israel for resolution of any disputes which arise out of,
         or relate in any way to, this Agreement and the rights and duties set
         forth herein. The provisions of this Agreement relating to
         confidentiality and non-competition shall survive any termination of
         employment.

The parties have executed this Agreement on the date set forth above.

Precise Software Solutions, Ltd.

By: Ron Zuckerman    Yossi Sela                By: Shimon Alon
    ---------------------------

Title: Chairman        Director
       ------------------------

/s/ Ron Zuckerman   /s/ Yossi Sela             /s/ Shimon Alon
----------------------------------             ---------------
Signature                                      Signature
<PAGE>

                                    EXHIBIT A



Name of Holder:   Shimon Alon

WARRANT

to Purchase Series A Ordinary Shares of

Precise Software Solutions Ltd.
at $0.20 per share

VOID After 10:00 a.m. (prevailing Tel Aviv time)
On the last day of the Warrant Period (defined below)


This is to certify that the holder specified below ("Holder") is entitled to
purchase, subject to the provisions of this Warrant, from Precise Software
Solutions Ltd. (the "Company"), at any time from the date hereof and until the
earlier of (i) the initial public offering of the shares of the Company ("IPO"),
or (ii) the sale of substantially all of the assets or the shares of the Company
("Sale') (the "Warrant Period"), fully paid and nonassessable Series A Ordinary
Shares, nominal value NIS 0.02 per share (the "Ordinary Shares" or "Warrant
Shares"), of the Company at a price of $0.20 per share or the New Israel Shekel
("NIS") equivalent thereof (the "Exercise Price"), all subject to the terms and
conditions set forth below.

1.       EXERCISE OF WARRANT
         (a)      Exercise for Cash. Subject to the provisions hereof, this
                  Warrant may be exercised, in whole or in part, at any one or
                  more times during the Warrant Period. This Warrant shall be
                  exercised by presentation and surrender hereof to the Company
                  at the principal office of the Company, accompanied by (i) a
                  written notice of exercise and (ii) payment to the Company,
                  for the account of the Company, of the Exercise Price for the
                  number of Ordinary Shares specified in such notice. The
                  Exercise Price for the number of Ordinary Shares specified in
                  the notice shall be payable in immediately available good
                  funds, in U.S. dollars or the NIS equivalent thereof, based on
                  the Representative Rate of Exchange published by the Bank of
                  Israel known as of the time of payment.

         (b)      Issuance of the Warrant Shares. Upon presentation and
                  surrender of the notice of exercise accompanied by the payment
                  of the Exercise Price pursuant to Section l(a), the Company
                  shall issue promptly to the Holder the Ordinary shares to
                  which the Holder is entitled thereto. Upon receipt by the
                  Company of the notice of exercise and the Exercise price, the
                  Holder shall be deemed to be the Holder of the shares issuable
                  upon such exercise, notwithstanding that the share transfer
                  books of the Company shall then be closed and that
                  certificates representing such shares shall not then be
                  actually delivered to the Holder. The Company shall pay any
                  and all expenses and documentary stamp taxes that may be
                  payable in
<PAGE>

                  connection with the issuance of the shares and the preparation
                  and delivery of share certificates pursuant to this Section I
                  in the name of the Holder, but shall not pay any taxes payable
                  by the Holder by virtue of the holding, issuance, exercise or
                  sale of this Warrant of the shares by the Holder.

         No fractions of shares shall be issued in connection with the exercise
         of this Warrant, and the number of shares issued shall be rounded down
         to the nearest whole number.

2.       RESERVATION OF SHARES: PRESERVATION OF RIGHTS OF HOLDER
         The Company hereby agrees that at all times it will maintain and
         reserve, free from pre-emptive rights, such number of authorized but
         unissued shares so that this Warrant may be exercised without
         additional authorization of shares after giving effect to all other
         warrants, warrants, convertible securities and other rights to acquire
         shares of the Company. The Company Brother agrees that it will not, by
         charter amendment or through reorganization, consolidation, merger,
         dissolution or sale of assets, or by any other voluntary act avoid or
         seek to avoid the observance or performance of any of the covenants,
         stipulations or conditions to be observed or performed hereunder by the
         Company.

3.       EXCHANGE OR LOSS OF WARRANT
         This Warrant is exchangeable, upon presentation and surrender hereof at
         the principal office of the Company, only in connection with a partial
         exercise hereof. The Company shall be under no obligation to issue
         replacement warrants for the aggregate number of shares covered hereby
         except as described herein. The term "Warrant" as used herein includes
         any Warrant or Warrants for which this Warrant may be exchanged. Upon
         receipt by the Company of evidence reasonably satisfactory to it of the
         loss, theft, destruction or mutilation of this Warrant, and (in the
         case of loss, theft or destruction) of reasonably satisfactory
         indemnification, and upon surrender and cancellation of this Warrant,
         if mutilated, the Company will execute and deliver a new Warrant of
         like tenor and date.

4.       ADJUSTMENT
         The number of Ordinary Shares purchasable upon the exercise of this
         Warrant and the Exercise Price shall be subject to adjustment from time
         to time or upon exercise as provided in this paragraph 4.

         (a)      Rights Offer. If the Company's shareholders are offered any
                  securities whatsoever by a rights issue, neither the Exercise
                  Price nor the quantity of Warrant Shares will be adjusted,
                  provided that the Company shall offer identical rights on the
                  same terms and conditions to the Holder, as if the Holder had
                  exercised this Warrant in full immediately prior to the date
                  of conferring the right to participate in the rights issue.

         (b)      Consolidation and Division. If the Company consolidates its
                  Ordinary Shares into shares of greater nominal value, or
                  subdivides them into shares of lesser nominal value, the
                  number of Warrant Shares to be allotted on exercise of this
                  Warrant after such consolidation or subdivision will be
                  reduced or increased, as the case may be.
<PAGE>

         (c)      Bonus Shares. In the event of a distribution of bonus shares
                  prior to the end of the Warrant Period, this Warrant shall
                  represent the right to acquire, in addition to the number of
                  Warrant Shares indicated in the caption of this Warrant, and
                  without payment of any additional consideration therefor, the
                  amount of such bonus shares to which the Holder hereof would
                  have been entitled had this Warrant been exercised prior to
                  the distribution of the bonus shares.

         (d)      Share Swap. Insofar as the Company is party to a share swap
                  agreement or arrangement (such as a merger or
                  reorganization)(the "share swap"), in which an offer is made
                  to the Company's shareholders to swap their shares for
                  securities of some other corporation, the Company shall
                  require the other corporation to undertake to allot to the
                  Holder, upon the exercise of this Warrant, such securities as
                  were swapped for the shares of the Company, as though the
                  Holder had held the Warrant Shares on the record date of the
                  share swap.

5.       NOTICE
         Whenever the number of Ordinary Shares for which this Warrant is
         exercisable is adjusted as provided in paragraph 4 hereof, the Company
         shall promptly compute such adjustment and mail to the Holder at the
         last address provided to the Company in writing a certificate, signed
         by a principal financial officer of the Company, setting forth the
         number of Ordinary Shares for which this Warrant is exercisable and the
         Exercise Price as a result of such adjustment, a brief statement of the
         facts requiring such adjustment and the computation thereof and when
         such adjustment has or will become effective.

6.       RIGHTS OF THE HOLDER
         (a)      Without limiting the foregoing or any remedies available to
                  the Holder, the Holder will be entitled to specific
                  performance of the obligations hereunder, and injunctive
                  relief against actual or threatened violations of the
                  obligations of any person subject to, this Warrant.


         (b)      The Holder shall not, by virtue hereof, be entitled to any
                  rights of a shareholder in the Company.

7.       TERMINATION
         This Warrant and the rights conferred hereby shall terminate on the
         earliest of the expiration of the Warrant Period, the date of exercise
         of this Warrant, or on the tenth anniversary hereof.

8.       LIMITATION ON TRANSFER
         The transfer of this Warrant may be restricted by the provisions of the
         Articles of Association of the Company.
<PAGE>

9.       GOVERNING LAW AND JURISDICTION
         This Warrant shall be governed by, and interpreted in accordance with,
         the laws of the State of Israel, without giving effect to the rules
         respecting conflict of law, and the parties hereto irrevocably submit
         to the exclusive jurisdiction of the Courts of Israel in respect of any
         dispute or matter arising out of or connected with this Warrant.





Dated: 23 November 1998
       ----------------
Precise Software Solutions, Ltd.


By: /s/ Yossi Sela      /s/ Ron Zuckerman
    -------------------------------------

Name: Yossi Sela          Ron Zuckerman
      ---------------------------------

Title: Director             Chairman
       -----------------------------

Name and Address of Holder:

/s/ Shimon Alon
---------------

55 Rawson Road, Brookline, MA 02146 U.S.A
-----------------------------------------
<PAGE>

                        AMENDMENT TO EMPLOYMENT AGREEMENT
                        ---------------------------------
                         (hereinafter: this "AMENDMENT")
                   entered into this day of August 15th, 1999


                                 by and between

PRECISE SOFTWARE SOLUTIONS, LTD.
of 1 Hashikma St.,
Savyon, Israel (the "PARENT")
                                                               of the first part
                                                               -----------------
                                       and

PRECISE SOFTWARE SOLUTIONS, INC.
of 690 Canton Street Westwood MA 02090 USA ("PRECISE")
                                                              of the second part
                                                              ------------------
                                       and

SHIMON ALON
of 55 Rawson Rd. Brookline MA, 02146, U.S.A ("EXECUTIVE")
                                                               of the third part
                                                               -----------------

WHEREAS   The parties have entered into a trilateral Employment Agreement dated
          November 23rd, 1998 (hereinafter the "Agreement"); and

WHEREAS   The parties wish to express their original intentions as upon the
          signing of the Agreement and thus wish to separate the Agreement into
          two independent agreements; and

WHEREAS   The parties wish to amend the terms and conditions of the Agreement as
          set forth in this Amendment;

NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES AND OF THE MUTUAL OBLIGATIONS
AS HEREIN SET FORTH, TIE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1.    All capitalized terms not otherwise defined herein, shall have the meaning
      ascribed to them in the Agreement.

2.    Other than the amendments made herein, the Agreement shall remain in full
      force and effect.

3.    EMPLOYMENT AGREEMENT BETWEEN EXECUTIVE AND PRECISE:

      The following changes should be made to the Agreement:
<PAGE>

      3.1.  The words "Precise Software Solutions Ltd. ("PARENT") shall be
            deleted from the preamble of the Agreement.

      3.2   Section 1

            3.2.1. the word "Parent", on the fifteenth line, shall be replaced
                   with the words "Precise Software Solutions, Ltd. (the
                   "PARENT")".

            3.2.2. The sentence in the fifteenth line beginning with the words :
                   "Such service shall be..." and ending with: "relationship"
                   shall be amended to read:

                   "Such service shall be without additional compensation and
                   the terms and conditions of this agreement will control such
                   service and relationship to the extent not otherwise
                   determined in the. Employment Agreement between the Executive
                   and the Parent."

      3.3.  Section 3

            3.3.1. The Following definition should be inserted in the beginning
                   of the paragraph: "For the purpose of this section 3 the term
                   "LAST OPTION PRICE" shall have the following meaning: The
                   exercise price per share of options to Purchase Series A
                   Ordinary shares most recently granted by the Company to an
                   employee of the Company under the 1998 Share Option and
                   Incentive Plan".

            3.3.2. The sentence beginning with "The amount of Warrants to be
                   granted..." and ending with "Warrants to the Executive" shall
                   be replaced with the sentence: "The amount of Warrants to be
                   granted, for this purpose, will be calculated as follows: the
                   Unpaid Cash per each respective month divided by the Last
                   Option Price for each respective month for which Warrants are
                   being granted to the Executive In case several grants in
                   different exercise prices take place on the same day, the
                   Last Option Price for the purpose of the above calculation
                   shall be the weighted average of the exercise prices of such
                   grants."

      3.4.  The intended space for the signature of the Parent, at the end of
            the Agreement, shall be replaced by the signature of the Company.

4.    EMPLOYMENT AGREEMENT BETWEEN SHIMON AND PARENT:

      A separate employment agreement shall be entered into signed between
      Executive and Parent, in the form attached hereto as EXHIBIT A.
<PAGE>


5.    This Amendment and its Exhibits attached hereto shall enter into effect as
      of November 23, 1998


IN WITNESS WHEREOF, the parties intending to be legally bound hereby, have duly
executed this Amendment, as an the date set forth below:


--------------------------------               --------------------------------
PRECISE SOFTWARE SOLUTIONS, LTD.               PRECISE SOFTWARE SOLUTIONS, INC.


BY: /s/ Yossi Sela                             BY: /s/ Yossi Sela
    ----------------------------                   ----------------------------

TITLE:  Director                               TITLE:  Director
        ------------------------                       ------------------------


/s/ Shimon Alon
--------------------------------
SHIMON ALON


<PAGE>


5.    This Amendment and its Exhibits attached hereto shall enter into effect
      as of November 23, 1998



IN WITNESS WHEREOF, the parties intending to be legally bound hereby, have duly
executed this Amendment, as an the date set forth below:


/s/ Ron Zuckerman
--------------------------------               --------------------------------
PRECISE SOFTWARE SOLUTIONS, LTD.               PRECISE SOFTWARE SOLUTIONS, INC.


BY: Ron Zuckerman                              BY:
    ----------------------------                   ----------------------------

TITLE:  Chairman                               TITLE:
        ------------------------                       ------------------------


/s/ Shimon Alon
--------------------------------
SHIMON ALON

<PAGE>
                                    EXHIBIT A
                                    ---------

                              EMPLOYMENT AGREEMENT
                              --------------------

Agreement, made this 15th day of August, 1999 by and between Precise Software
Solutions Ltd. (the "COMPANY") of 1 Hashikma St., Savyon, Israel and Shimon Alon
("EXECUTIVE") of 55 Rawson Rd. Brookline MA, 02146 , U.S.A


WHEREAS   Executive serves as the CEO of the Company and Precise Software
          Solutions, Inc (the "SUBSIDIARY") and;

WHEREAS   Executive dedicates the majority of his working hours to his position
          as CEO of the Subsidiary in the United States; and

WHEREAS   the parties wish that Executive shall, in addition, render services to
          the Company as required by it from time to time, in a varying number
          of working hours;


NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES AND OF THE MUTUAL OBLIGATIONS
AS HEREIN SET FORTH, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:


1.    EMPLOYMENT. The Executive shall dedicate certain working hours, for
      matters and issues in relation with the Company, as required by the
      Company from time to time. The Company acknowledges that such services
      shall be rendered in addition to the Executive's performance of duties as
      CEO of Subsidiary and his obligations thereof. The term of Executive's
      employment shall be as determined under the Original Agreement (as defined
      hereinbelow).

2.    Consideration. The Executive shall not receive any compensation from the
      Company with respect to said services. The Executive acknowledges that the
      compensation received by him pursuant to his employment agreement dated
      November 23, 1998 with the Subsidiary as amended (the "ORIGINAL
      AGREEMENT"), constitutes full and complete compensation regarding his
      performance of duties under this Agreement as well as the Original
      Agreement and thus waives any demand and or claim he may have towards the
      Company in connection with such compensation. The Executive shall furnish
      the Company and the Subsidiary, at the end of each month, with a written
      report specifying the relative percentage of working hours, dedicated by
      the Executive to matters concerning the Company during that month. The
      Subsidiary shall invoice the Company at the beginning of each month for
      the respective portion of the Executive's Salary equivalent to the
      percentage reported by the Executive in his report of regarding the
      preceding month.
<PAGE>

3.    Notwithstanding the aforementioned, the Company acknowledges any
      obligations to which the Subsidiary has committed, with regard to the
      Company's equity, pursuant to the Original Agreement, including any equity
      granted to the executive as compensation.

4.    The parties agree that as a limitation on Executive's duties and authority
      under this Agreement and as CEO of the Subsidiary, while Executive is
      physically present in the United States he shall not have or purport to
      exercise the authority to negotiate and conclude contracts on behalf of
      the Company.

5.    Entire Agreement. This Agreement together with the Original Agreement is
      the complete and exclusive agreement of the parties with respect to the
      subject matter hereof and supersedes all prior written or oral
      understandings relating thereto. This Agreement shall survive the
      expiration or termination of any other agreement between the parties and
      may not be modified except by a written instrument signed by a duly
      authorized representative of each party hereto.

6.    Law and Jurisdiction. Agreement shall be interpreted in accordance with,
      and governed in all respects by, the laws of the State of Israel.

      6.1.  The competent courts in Tel Aviv (hereinafter: the "COURTS") shall
            have exclusive jurisdiction over all disputes arising between the
            parties with respect to this Agreement, its implementation or
            interpretation.

      6.2.  Each of the parties hereto hereby irrevocably

            6.2.1. consents to any suit, legal action or proceeding with
                   respect. to this Agreement being brought exclusively in the
                   Courts, and waives to the fullest extent permitted by law any
                   objection which it may have now or hereafter to the venue of
                   any such suit, action or proceeding in any such Courts and
                   any claim that any such suit, action or proceeding has been
                   brought in an inconvenient forum;

            6.2.2. acknowledges the competence of such Courts;

            6.2.3. explicitly submits to the exclusive jurisdiction of such
                   Courts in any such suit, action or proceeding; and

            6.2.4. agrees that final judgment in any such suit, action or
                   proceeding brought in such Courts shall be conclusive and
                   binding upon it and may be enforced in all courts.

7.    Headings. The headings contained herein are for convenience of reference
      only, and shall not effect the interpretation hereof.

8.    Notices. All notices given hereunder shall be in writing, and shall be
      hand delivered or sent by registered mail or fax and shall be deemed
      govern on receipt at the addresses set forth above, or at such changed
      address as is noted pursuant hereto.


<PAGE>


IN WITNESS WHEREOF, the parties intending to be legally bound hereby, have duly
executed this Amendment, as an the date set forth below:



                                               /s/ Shimon Alon
--------------------------------               --------------------------------
PRECISE SOFTWARE SOLUTIONS, LTD.               SHIMON ALON


BY: /s/ Yossi Sela
    ----------------------------

TITLE:  Director                               DATE: 8-15-99
        ------------------------                     --------------------------

DATE: 8-17-99
      --------------------------