EXHIBIT 10.2
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                              EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is made and entered into as of August 1, 2002 by and
among Precise Software Solutions Ltd. ("Company") and Itzhak (Aki) Ratner, I.D.
No. 54040977 (the "Employee")

WHEREAS, the Company desires to employ the Employee as set forth in Exhibit A,
and the Employee desires to enter into such employment, on the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the respective agreements of the parties
contained herein, the parties agree as follows:

1. EMPLOYMENT

     1.1. The Employee shall be employed according to the job description set
          forth in Exhibit A. The Employee shall perform the duties, undertake
          the responsibilities and exercise the authority customarily performed,
          undertaken and exercised by persons situated in a similar capacity.

     1.2. The Employee agrees to devote attention and time to the business and
          affairs of the Company as required to fulfill the responsibilities
          assigned to the Employee hereunder.

     1.3. The Employee shall perform his duties to the best of his ability and
          shall use his best efforts to further the interests of the Company.

     1.4. The Employee's duties shall be in the nature of management duties that
          demand a special level of loyalty, and accordingly, the Law of Work
          Hours and Rest - 1951 shall not apply to this Agreement.

2. COMPENSATION AND BENEFITS

     2.1. During the term of this Agreement, the Employee shall be entitled to
          receive an annual gross salary set forth in Exhibit A (the "Base
          Salary") paid in monthly installments in accordance with the Company's
          normal payroll practice.

     2.2. The Employee acknowledges that his employment under this Agreement is
          such that it does not allow for the compliance with strict working
          hours, and therefore he shall not be entitled to any overtime
          payments.

3. EXPENSES

     The Employee shall be entitled to receive prompt reimbursement of approved
     expenses reasonably incurred by the Employee in accordance with Company's
     policies and in connection with the performance of the Employee's duties
     hereunder; provided, however, that the Employee has submitted supporting
     information and documentation as customary in the Company.

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4. TERM AND TERMINATION

     4.1. The term of employment under this Agreement shall commence on date set
          forth in Exhibit A (the "Commencement Date"), and will continue unless
          either party gives the other notice of its intent to terminate this
          Agreement ("Notice"), in which case this Agreement shall terminate
          (subject to Section 4.4 below) - (i) if the Employee voluntarily
          terminated his employment ("Voluntary Termination") - 60 days after
          the delivery of the Notice, or (ii) if the Company terminated the
          Employee's employment, except for Cause, as set forth below
          ("Involuntary Termination") - seven (7) months after the delivery of
          the Notice (the "Notice Period").

     4.2. Subject to any applicable law, during the Notice Period, the Employee
          shall be entitled to the Base Salary and all other benefits.

     4.3. During the Notice Period, the Employee shall cooperate with the
          Company and use his best efforts to assist the integration into the
          Company's organization of the person or persons who will assume the
          Employee's responsibilities. Failure to so cooperate may jeopardize
          receipt by Employee of his compensation pursuant to Section 2 of this
          Agreement. At the option of the Company, the Employee shall during
          such period either continue with his duties, perform other duties as
          may be required by the Company, or remain absent from the premises of
          the Company.

     4.4. Notwithstanding the aforesaid, the Company shall have the right to
          terminate this Agreement at any time in the event of the Disability of
          the Employee (as hereinafter defined) or for Cause (as hereinafter
          defined), pursuant to a decision of the Company. In such event, this
          Agreement and the employment relationship shall be deemed effectively
          terminated as of the date of delivery of such notice.

          The term "Disability" means a physical or mental infirmity, which
          impairs the Employee's ability to substantially perform his duties
          under this Agreement for a period of 3 consecutive months or for a
          total of 90 days during any 180-day period. The term "Cause" means the
          termination of employment of the Employee for reason of (a) the
          Employee being convicted of a felony (other than a traffic-related
          offense); (b) the Employee's willful misconduct or material negligence
          with regard to the business, assets or employees of the Company or its
          affiliated entities, including breach of fiduciary duty, or other
          conduct which is materially detrimental to the Company or its
          affiliates, as determined by the Board, which shall include, but not
          be limited to, willful neglect of his duties and persistent failure to
          follow reasonable instructions of the Board, (c) the Employee's theft,
          embezzlement, dishonesty or fraud with regard to the Company or its
          affiliates which is intended to enrich the Employee or another person
          or entity (but not including reasonable good faith expense account
          disputes); or (d) any other material breach by the Employee of this
          Employment Agreement which, if curable, remains uncured for twenty
          (20) days after written notice thereof is given to the Employee, or
          any breach of his duties of non-disclosure, confidentiality or
          non-competition which the Employee agrees are not curable.

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5. EFFECT OF TERMINATION

     5.1. The provisions of this Section 5 shall apply in the event of
          termination of this Agreement and/or the Employee's employment
          pursuant to Section 4 above.

     5.2. Payment in Full. In the event of termination of this Agreement and/or
          the Employee's employment for any reason other than for Cause, in
          addition to and not in lieu of any other payments provided for
          hereunder, the Employee will be entitled to a continuation, for nine
          (9) months from the date of the Employee's termination of employment,
          death or Disability of his salary in an amount equal to the Employee's
          Base Salary (in effect at the time of such termination, death or
          Disability), Social Benefits and Company car, and vesting of options
          in accordance with any option agreement in effect at the time of
          termination.

     5.3. Sections 6 and 7 shall survive the termination of this Agreement.

6. PROPRIETARY INFORMATION AND WORK PRODUCT; EQUIPMENT

     6.1. The Employee agrees, subject to any applicable law and regulation, to
          keep all the terms and conditions of this Agreement in the strictest
          confidence and not to disclose the contents thereof to any person
          without the prior written consent of the Company's board of directors.

     6.2. The Employee agrees and declares that all "Proprietary Information"
          (as defined below), at all times, both during the term of this
          Agreement and after its termination, will be kept in confidence and
          trust by the Employee and the Employee will not use or disclose any
          Proprietary Information without the written consent of the Company
          except as may be necessary in the ordinary course of performing the
          Employee's duties hereunder.

          Proprietary Information shall be deemed to include any information,
          technical data, or know-how of the Company and any information,
          technical data, or know-how derived from the information, technical
          data, or know-how of the Company, including but not limited to, that
          which relates to research, product plans, products, specifications,
          algorithms, services, customers, client contacts or lists, suppliers,
          markets, software, developments, inventions, processes, designs,
          drawings, engineering, future products, hardware configuration
          information, marketing or finances, including similar information
          pertaining to affiliates and subsidiaries of the Company, and all
          information acquired or disclosed by or on behalf of the Company or
          its affiliates or to which the Employee becomes exposed during the
          term of this Agreement and irrespective of form relating to the past,
          present and future business of the Company or its affiliates or any
          plans therefore, but excluding information that has appeared in any
          printed publication or has become a part of the public knowledge
          except as a result of breach of this Agreement by the Employee.

     6.3. The Employee hereby acknowledges that in consideration for his
          employment by the Company, all "Work Products" (as defined below) are
          works made for hire and belong exclusively to the Company, and the
          Employee will not have any rights or title whatsoever thereto. The
          Employee hereby declares that he does not have and will not have any
          claim or demands of any description against the Company or its

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          subsidiaries in any matter concerning or arising, directly or
          indirectly from any Work Product and that all Work Products and
          Proprietary Information are and shall remain exclusively owned and
          vested in the Company, and the Employee hereby assigns and transfers
          to the Company, its successors, assignees and designees, any and all
          Work Products that may be deemed to vest in the Employee by virtue of
          any law, agreement or otherwise in any and all countries.

          "Work Products" shall be defined as any design, idea, invention,
          device, know how, hardware, software, process, apparatus, technique,
          trade secret, mask work, material, methods of construction or
          operation, intellectual property rights, code, algorithms, plan,
          business plan, budget, marketing plan, business idea and/or
          initiative, development, concept, demo, invention, product, work
          product, plan, hardware or software design, drawing, software code,
          copyrights, patents or trade secrets, whether or not copyrightable or
          patentable, in any field related to the business of the Company or its
          affiliates which Employee, whether directly or indirectly, alone or in
          conjunction with others, during or outside of normal working hours and
          on or off Company's premises, conceives and/or generates and/or
          reduces to practice during the employment period and/or as a result of
          his employment with the Company.

     6.4. The Employee will assist the Company in every proper way to obtain,
          and from time to time enforce proprietary rights relating to
          inventions in any and all countries. To that end the Employee agrees
          to execute, verify and deliver such documents and perform such other
          acts (including appearances as a witness) as the Company may
          reasonably request for use in applying for, obtaining, perfecting,
          evidencing, sustaining and enforcing such proprietary rights and the
          assignment thereof. In addition, the Employee agrees to execute,
          verify and deliver assignments of such proprietary rights to the
          Company or its designee. The Employee's obligation to assist the
          Company with respect to Work Products relating to such Company
          inventions in any and all countries shall continue beyond the
          termination of Employee's employment.

     6.5. In the event the Company is unable for any reason, after reasonable
          effort, to secure the Employee's signature on any document needed in
          connection with the actions specified in the preceding paragraph, the
          Employee hereby irrevocably designates and appoints the Company and
          its duly authorized officers and agents as his agent and attorney in
          fact, which appointment is coupled with an interest and made for the
          benefit of a third party, to act for and in the Employee's behalf to
          execute, verify and file any such documents and to do all other
          lawfully permitted acts to further the purposes of the preceding
          paragraph with the same legal force and effect as if executed by the
          Employee. The Employee hereby waives any and all claims, of any nature
          whatsoever, which he now or may hereafter have for infringement of any
          proprietary rights assigned hereunder to the Company.

     6.6. For the avoidance of doubt, it is hereby agreed that after the
          termination of this Agreement, in the event that the Employee engages
          in activities which are in violation of the Employee's undertakings
          pursuant to Section 7 below, the fruit of such activities shall,
          subject to any applicable law, belong exclusively to the Company
          without payment by the Company to the Employee or any other person of
          any consideration.

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7. NON-SOLICITATION AND NON-COMPETITION

     7.1. The Employee agrees and undertakes that he will not, during his
          employment and for a period of 12 months following the delivery of
          notice of termination of his employment (the "Non-Competition
          Period"), directly or indirectly, as owner, partner, joint venturer,
          officer, consultant, employee, broker, agent, principal, trustee,
          director, licensor or in any other capacity whatsoever engage in, or
          have any connection with, any business or venture that is engaged in
          any activities competitive to the business of the Company or its
          affiliates.

     7.2. During the Non-Competition Period, the Employee will not, for his own
          benefit or for the benefit of any person or entity other than the
          Company, solicit, or assist any person or entity other than the
          Company to solicit, any officer, director, executive or employee of
          the Company or affiliates to leave his employment, or

     7.3. During the Non-Competition Period, the Employee will not knowingly and
          willfully (i) solicit, or assist any person or entity other than the
          Company to solicit, any person or entity that had a business
          relationship with the Company, whether established or perspective,
          including clients, business partners, distributors, dealers, agents,
          investors, manufacturers, suppliers, consultants or others to purchase
          product or establish another business relationship competitive with
          the Company or affiliates.

     7.4. The Employee acknowledges that (i) the markets served by the Company
          are international in scope and are not dependent on the geographic
          location of the executive personnel or the businesses by which they
          are employed; and (ii) the above covenants are manifestly reasonable
          on their face, and the parties expressly agree that such restrictions
          have been designed to be reasonable and no greater than is required
          for the protection of the Company.

     7.5. If any one or more of the terms contained in this Section 7 shall for
          any reason be held to be excessively broad with regard to time,
          geographic scope or activity, that term shall be construed in a manner
          to enable it to be enforced to the maximum extent compatible with
          applicable law.

8. MISCELLANEOUS

     8.1. NOTICES. For the purpose of this Agreement, notices and all other
          communications provided for in the Agreement shall be in writing and
          shall be deemed to have been duly given when personally delivered or
          sent by registered mail, postage prepaid, addressed to the respective
          addresses set forth above or last given by each party to the other.
          All notices and communications shall be deemed to have been received
          on the date of delivery thereof, except that notice of change of
          address shall be effective only upon receipt. The initial addresses of
          the parties for purposes of this Agreement shall be as indicated
          above.

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     8.2. ASSIGNMENT. Neither this Agreement nor any right or interest hereunder
          shall be assignable or transferable by the Employee.

     8.3. MODIFICATION; WAIVER. No provision of this Agreement may be modified,
          waived or discharged unless such waiver, modification or discharge is
          agreed to in writing and signed by the Employee and approved by the
          Chairman of the Board of Directors, on behalf of the Company. No
          waiver by either party hereto at any time of any breach by the other
          party hereto of, or compliance with, any condition or provision of
          this Agreement to be performed by such other party shall be deemed a
          waiver of similar or dissimilar provisions or conditions at the same
          or at any prior or subsequent time.

     8.4. SEVERABILITY. To the extent that any of the agreements set forth
          herein, or any word, phrase, clause, or sentence thereof are found to
          be illegal or unenforceable for any reason, such agreement, word,
          clause, phrase or sentence will be enforced to the maximum extent
          possible, and any unenforceable portion will be modified or deleted
          automatically in such a manner so as to make the agreement as modified
          legal and enforceable under applicable laws, and the balance of the
          agreements or parts thereof will not be affected thereby, the balance
          being construed as severable and independent.

     8.5. ENTIRE AGREEMENT. This Agreement and the Exhibits hereto represents
          the entire agreement between Employee and the Company with respect to
          the subject matter hereof, superseding all previous oral or written
          communications, representations or agreements between them with
          respect to such subject matter, including, without limitation, the
          employment agreement dated May 1, 1997 as amended, and all such
          agreements and understandings shall terminate on the date hereof.

     8.6. GOVERNING LAW. This Agreement shall be governed by and construed and
          enforced in accordance with the laws of the State of Israel.


IN WITNESS WHEREOF, the parties have executed this Agreement, as of the day and
year first above written.


PRECISE SOFTWARE SOLUTIONS LTD.          ITZHAK (AKI) RATNER

By:    /s/ Shimon Alon                   /s/ Aki Ratner
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Name:  Shimon Alon
      -------------------------
Title: CEO
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                                    EXHIBIT A

1. TITLE -               President

2. JOB DESCRIPTION -     Overseeing and establishing the Company technology
                         vision

3. COUNTRY OF
   EMPLOYMENT -          Israel

4. REPORTING TO -        CEO of Company

5. COMMENCEMENT DATE -   August 1, 2002

6. BASE SALARY -         USD37,500 per year

7. CAR -                 The Company shall provide the Employee with a car,
                         selected according to Company policy as follows (the
                         "Car"). The Employee or his spouse may use the Car.

                         Upon the termination of employment, the Employee shall
                         promptly return the Car with the keys and all licenses
                         and other documentation relating to the Cars, to the
                         Company.

                         The Employee shall take good care of the Car and ensure
                         that the provisions and conditions of any policy of
                         insurance relating thereto are observed (including the
                         provision with respect to protection of the Car).

                         The Company shall bear all the fixed and variable costs
                         of the Car, including licenses, insurance, gasoline and
                         repairs. The Company shall not, at any time, bear the
                         costs of any tickets, traffic offense or fines of any
                         kind. The employee shall bear all the personal tax
                         consequences of the use of the Car.

                         The Employee shall take good care of the Car and ensure
                         that the provisions and conditions of any policy of
                         insurance relating thereto are observed.

                         Employee shall not have any lien right in the Car or in
                         any document or property relating thereto.

8. SOCIAL BENEFITS -     Manager's Insurance. The Company will pay to an
                         insurance company selected by Employee as premium for
                         manager's insurance for the Employee, an amount equal
                         to 13.33% (5% towards pension insurance and 8.33%
                         towards severance pay) of US$2,812 (the "Insured
                         Salary"), together with up to 2.5% of the Insured
                         Salary for disability, and will deduct from each
                         monthly payment and pay to such insurance company an
                         amount equal to 5% of the Insured Salary, which shall
                         constitute the Employee's contribution to such premium.
                         Upon the termination of the Employee's employment under

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                         circumstances which entitle the Employee to severance
                         pay according to Israeli labor law, excluding
                         termination for Cause, as defined in the Agreement, all
                         manager's insurance benefits shall be assigned to the
                         Employee, and the amounts which the Employee receives
                         pursuant to the manager's insurance policy, which are
                         attributed to severance pay, shall be credited against
                         any obligation that the Company may have to pay
                         severance pay to the Employee.

                         Educational Fund ("Keren Hishtalmut"). The Company will
                         contribute to an education fund an amount equal to 7.5%
                         of the Insured Salary, and will deduct from each
                         monthly payment and contribute to such education fund
                         an additional amount equal to 2.5% of the Insured
                         Salary.

9. VACATION -            The Employee shall be entitled to an annual vacation of
                         5 working days on account of his contribution to
                         Company. The Employee shall coordinate the dates of his
                         vacation with the Company, and shall take into
                         consideration the Company's needs.

10. SICK LEAVE AND       Pursuant to the applicable law.
    RECUPERATION
    PAYMENTS -

11. TAXES -              Except as otherwise specified herein, all taxes arising
                         out of the grant, use or exercise of any of the above,
                         shall be borne by the Employee, who acknowledges that
                         such taxes will be withheld from the Base Salary as
                         required by law.



PRECISE SOFTWARE SOLUTIONS LTD.          ITZHAK (AKI) RATNER

By:    /s/ Shimon Alon                    /s/ Aki Ratner
      -------------------------          ----------------------------------
Name:  Shimon Alon
      -------------------------
Title: CEO
      -------------------------