EXHIBIT 10.3
                                                                    ------------

                              EMPLOYMENT AGREEMENT

     This Employment Agreement (the "Agreement") is made as of September 3,
2002, by and between Marc J. Venator (the "Executive") and Precise Software
Solutions, Inc and any of its subsidiaries, divisions and affiliates (the
"Company").

     WHEREAS, the Executive and the Company deem it in their respective best
interests to enter into an agreement providing for the employment of the
Executive as the Company's Chief Financial Officer, subject to the terms and
conditions hereinafter set forth; and

     WHEREAS, the Executive agrees to execute the Company's Confidentiality and
Proprietary Information Agreement (the "Confidentiality Agreement") dated the
date hereof and attached hereto as Exhibit A;

     NOW, THEREFORE, in consideration of the foregoing and the agreements herein
contained, the parties hereto hereby agree as follows:

     1.   EMPLOYMENT. Subject to the terms and conditions set forth in this
          Agreement, the Company offers and the Executive hereby accepts
          employment, effective as of September 3, 2002 (the "Effective Date").
          The parties agree that such employment shall be full time and on an
          at-will basis, which means that either the Executive or the Company
          may, subject to the provisions of this Agreement, terminate the
          employment relationship (and this Agreement) at any time, for any or
          no reason, with or without cause, upon written notice to the other
          party. The term of this Agreement, as from time to time may be
          modified and in effect, is hereafter referred to as "the term of this
          Agreement" or "the term hereof"

     2.   CAPACITIES AND PERFORMANCE. During the term hereof, the Executive
          shall serve the Company as its Chief Financial Officer. The Executive
          shall report to the Company's Chief Executive Officer. The Executive
          shall comply with and perform, faithfully, diligently and to the best
          of his ability, such directions and duties in relation to the business
          and affairs of the Company as may from time to time be vested in or
          requested of him by the Company. The Executive shall devote
          substantially all of his business time, attention and energies to the
          business of the Company. The 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.

     3.   COMPENSATION AND BENEFITS. As compensation for the satisfactory
          performance by the Executive of his duties and obligations hereunder
          to the Company and subject to the provisions of Section 5, the
          Executive shall receive:

<PAGE>

     3.1  BASE SALARY. The Executive `s Initial base salary shall be paid at a
          rate of $17,500.00 per month (the "Base Salary"). The Base Salary
          shall be payable in accordance with the customary payroll practices of
          the Company, but at least paid monthly, as may be established or
          modified from time to time and shall be subject to all applicable
          federal, state and/or local payroll and withholding taxes.

     3.2  BONUS. During the first year of employment the Company shall pay the
          Executive a bonus up to $25,000 per quarter for each fiscal quarter
          end. For all future years, the Executive shall be eligible to receive
          a bonus of $100,000.00 per anum. Such bonus, if any shall be based
          upon, among other things, the Executive's and the Company's attainment
          of quarterly and/or yearly goals as established by and at the sole
          discretion in accordance with the customary bonus practice of the
          Company as may be established or modified from time-to-time.

     3.3  STOCK OPTIONS.

          (a)  You will be granted an option to acquire 175,000 ordinary shares
               of Precise Software Solutions, Ltd., at an exercise price equal
               to the fair market value on the date of grant, vesting equally
               over a four year period commencing on your first date of
               employment September 3, 2002, all subject to the approval of the
               Board of Directors of Precise Software Solutions, Ltd. (the
               "Board") and subject to the terms of a stock option plan and
               option agreement approved by such Board.

          (b)  The option agreement approved by the Board shall include a
               provision that fifty percent (50%) of the unvested shares subject
               to the option agreement shall, immediately prior to the
               consummation of a Transfer of Control (as that term is defined in
               the Company's stock option plan pursuant to which the option is
               granted), become vested and immediately exercisable by the
               Executive. In addition, upon (1) a closing of a Transfer of
               Control and (2) the occurrence of a Termination Event (as defined
               in Section 3.3(c)), the remaining fifty percent (50%) of the
               unvested shares subject to the option agreement shall,
               immediately upon the occurrence of a Termination Event of
               Executive, become vested and immediately exercisable by
               Executive.

          (c)  For purposes of this Section 3.3, a Termination Event is defined
               as the involuntary termination of employment of the Executive
               within one (1) year after the closing of a Transfer of Control
               other than under Disgraceful Circumstances. In addition, a
               Termination Event shall also include the following if such event
               has occurred within one (1) year after the closing of a Transfer
               of Control: (1) reduction in salary or material reduction in the
               level of benefits of the Executive as in effect on the date
               immediately prior to the closing of the Transfer of Control: (2)
               a diminution in the nature or scope of the Executive's authority,
               duties or responsibilities in effect immediately prior to the
               closing of the Transfer of Control; or (3) change in location of
               the principle office to which the Executive must report of
               greater that 50 miles.

<PAGE>

     3.4  VACATION. Subject to and in accordance with the Company's policy, the
          Executive shall be eligible for 10 days of paid vacation per calendar
          year.

     3.5  BENEFITS. Subject to any contribution therefor generally required of
          executives of the Company, the Executive will be eligible to
          participate in the Company's benefits plans to the same extent as, and
          subject to the same terms, conditions and limitations applicable to,
          other executives of the Company in similar positions. Such
          participation shall be subject to (i) the terms of the applicable plan
          documents, (ii) generally applicable Company policies, and (iii) the
          discretion of the Company and/or the Board or any administrative or
          other committee provided for in or contemplated by such plan. The
          Company's current plans and policies shall govern all other benefits.
          The Company may alter, modify, add to, or delete its employee benefits
          plans and/or a policy at any time as the Company and/or the Board, in
          their sole judgment, determines to be appropriate.

     3.6  BUSINESS EXPENSES. The Company shall pay or reimburse the Executive
          for all reasonable business expenses incurred or paid by the Executive
          in the performance of his duties and responsibilities hereunder,
          subject to (i) any reasonable expense policy set by the Company as may
          be modified from time to time, and (ii) such reasonable substantiation
          and documentation requirements as may be specified by the Company from
          time to time.

     4.   TERMINATION OF EMPLOYMENT. The Executive's employment and this
          Agreement shall terminate under the following circumstances:

     4.1  DEATH OR DISABILITY. In the event of the Executive's death or
          Disability (as defined herein) during the term hereof, the Executive's
          employment and this Agreement shall immediately and automatically
          terminate and the Company shall pay to the Executive (or in the case
          of death, the Executive's designated beneficiary, or if no beneficiary
          has been designated by Executive, his estate) any Base and bonus
          earned but unpaid through the date of death or Disability. For the
          purposes of this Agreement, "Disability" shall mean any physical
          incapacity or mental incompetence (i) as a result of which the
          Executive is unable to perform substantially all of his duties, and
          (ii) which cannot be reasonably accommodated by the Company without
          undue hardship. Any determination of disability shall be made by a
          qualified physician or physicians selected by the Company and the
          Executive. The failure of the Executive to submit to a reasonable
          examination by such physician shall constitute determination of a
          permanent Disability.

     4.2  BY THE COMPANY BECAUSE OF DISGRACEFUL CIRCUMSTANCES.

          (a)  The Company may terminate the Executive's employment and this
               Agreement because of Disgraceful Circumstances at any time during
               the term hereof. The Company shall thereafter have no further
               obligation or liability to the Executive relating to the
               Executive's employment or this Agreement, other than Base Salary
               earned but unpaid and vested shares though the date of
               termination.

<PAGE>

          (b)  The following events or conditions shall constitute "Disgraceful
               Circumstances" for termination (which shall hereafter only be
               referred to as "Dismissal for Cause"): (i) gross negligence,
               willful misconduct or breach of fiduciary duty to the Company,
               Precise Software Solutions, Ltd. ("Precise Ltd.") or any of the
               subsidiaries of Precise Ltd. (the "Subsidiary"); (ii) commission
               of an act of embezzlement or fraud; (iii) deliberate disregard of
               the rules or policies of the Company, Precise Ltd. or any
               Subsidiary which results in direct material loss, damage or
               injury to the Company, Precise Ltd. or any Subsidiary, (iv) the
               unauthorized disclosure of any trade secret or confidential
               information of the Company, Precise Ltd. or any Subsidiary which
               materially harms the Company.

     4.3  BY THE COMPANY. The Company may terminate the Executive's employment
          and this Agreement at any time, for any or no reason, during the term
          hereof. In the event of such termination, the Executive will be
          entitled to a continuation, for six (6) months from the date of the
          Executive's termination of employment, of (i) his salary in an amount
          equal to the Executive's Base Salary (in effect at the time of such
          termination), (ii) pro rata monthly vesting of options, and (iii)
          payment of premiums (in the same amount as of the Executive's date of
          termination) on the Executive's behalf to continue his health
          insurance, to the extent the Executive elects to continue such
          coverage in accordance with and pursuant to the Consolidated Omnibus
          Budget Reconciliation Act of 1985 ("COBRA" ).

     4.4  BY THE EXECUTIVE. The Executive also may terminate this Agreement
          and/or his employment with the Company for any or no reason during the
          term hereof upon fifteen (15) days prior notice to the Company. Upon
          receipt of such notice, the Company may accelerate the Executive's
          termination and pay to the Executive an amount equivalent to his base
          monthly salary (at that time) for the remainder of the 15-day notice
          period. The Company shall thereafter have no further obligation or
          liability to the Executive relating to the Executive's employment or
          this Agreement, other than for any Base Salary earned but unpaid
          through the date of termination.

     5.   EFFECT OF TERMINATION. The provisions of this Section 5 shall apply in
          the event of termination of this Agreement and/or the Executive's
          employment pursuant to Sections 4.

     5.1  PAYMENT IN FULL. Payment by the Company to the Executive of any Base
          Salary and other compensation amounts shall constitute the entire
          obligation of the Company to the Executive, except that nothing in
          this Section 5.1 is intended or shall be construed to affect the
          rights and obligations of the Company, on the one hand, and the
          Executive, on the other, with respect to any loans, stock warrants,
          stock pledge arrangements, option plans or other agreements to the
          extent said rights or obligations survive the Executive's termination
          of employment under the provisions of documents relating thereto.

<PAGE>

     5.2  TERMINATION OF BENEFITS. Except for any right of continuation of
          benefits coverage to the extent provided herein and/or provided by
          COBRA or other applicable law, benefits shall terminate pursuant to
          the terms of the applicable benefit plans as of the termination date
          of the Executive's employment without regard to any continuation of
          Base Salary or other payments to the Executive following such
          termination date.

     5.3  CESSATION OF COMPENSATION AND BENEFITS. If the Executive breaches his
          obligations under this Agreement and/or the Confidentiality Agreement,
          the Company may immediately cease payment of all compensation,
          severance and benefits described in this Agreement. The cessation of
          these payments shall be in addition to, and not as an alternative to,
          any other remedies at law or in equity available to the Company,
          including the right to seek specific performance or an injunction.

     6.   SURVIVAL OF CERTAIN PROVISIONS. The obligations of the Executive under
          the Confidentiality Agreement expressly survive any termination of the
          Executive's employment for up to twelve (12) months, regardless of the
          manner of such termination, or termination of this Agreement.

     7.   CONFLICTING AGREEMENTS. The Executive and the Company hereby warrants
          that the execution of this Agreement and the performance of
          obligations hereunder will not breach or be in conflict with any other
          agreement to which or by which the Executive or the Company is a party
          or is bound and that the Executive is not now subject to and will not
          enter into any covenants against competition or similar covenants that
          would affect the performance of his obligations hereunder. Moreover,
          where this Agreement conflicts with other of the Company's agreements
          (e.g., the Confidentiality and Proprietary Information Agreement), the
          terms included in this agreement will be determinative.

     8.   WITHHOLDING TAXES. All payments made by the Company under this
          Agreement shall be subject to and reduced by any federal, state and/or
          local taxes or other amounts required to be withheld by the Company
          under any applicable law.

     9.   MISCELLANEOUS.

     9.1  ASSIGNMENT. The Executive shall not assign this Agreement or any
          interest herein. The Company may assign this Agreement. No such
          assignment shall be deemed a "termination" of the Executive's
          employment within the meaning of Section 4. This Agreement shall inure
          to the benefit of and be binding upon the successors of the Company.

     9.2  SEVERABILITY. The Executive and the Company agrees that each provision
          and the subparts of each provision herein shall be treated as separate
          and independent clauses and the unenforceability of any one clause
          shall in no way impair the enforceability of any of the other clauses
          of the Agreement. Moreover, if one or more of the provisions contained

<PAGE>

          in this Agreement shall for any reason be held to be excessively broad
          as to scope, activity, subject or otherwise so as to be unenforceable
          at law, such provision or provisions shall be construed by the
          appropriate judicial body by limiting or reducing it or them, so as to
          be enforceable to the maximum extent compatible with the applicable
          law as it shall then appear. The Executive and the Company hereby
          further agree that the language of all parts of this Agreement shall
          in all cases be construed as a whole according to its fair meaning and
          not strictly for or against either of the parties.

     9.3  WAIVER; AMENDMENT. Any waiver by the Company of a breach of any
          provision of this Agreement shall not operate or be construed as a
          waiver of any subsequent breach of such provision or any other
          provision hereof. In addition, any amendment to or modification of
          this Agreement or any waiver of any provision hereof must be in
          writing and signed by the Company and the Executive.

     9.4  NOTICES. All notices, requests and other communications provided for
          by this Agreement shall be in writing and shall be effective when
          delivered in person on four business days after being deposited in the
          mail of the United States, postage prepaid, registered or certified,
          and addressed (a) in the case of the Executive, to the address set
          forth underneath his signature to this Agreement or (b) in the case of
          the Company, to the attention of Shimon Alon c/o Precise Software
          Solutions, Inc, 690 Canton Street, Westwood, MA 02090; and/or to such
          other address as either party may specify by notice to the other.

     9.5  ENTIRE AGREEMENT. This Agreement, the Confidentiality Agreement and
          any stock option agreement between the Company and the Executive
          constitute the entire agreement between the Company and the Executive
          with respect to the terms and conditions of the Executive's employment
          with the Company and supersede and cancel all prior communications,
          agreements and understandings, written or oral, between the Executive
          and the Company with respect to the terms and conditions of the
          Executive's employment with the Company.

     9.6  COUNTERPARTS. This Agreement may be executed in counterparts, each of
          which shall be original all of which together shall constitute one and
          the same instrument.

     9.7  GOVERNING LAW. This Agreement, the employment relationship
          contemplated herein and any claim arising from such relationship,
          whether or not arising under this Agreement, shall be governed by and
          construed in accordance with the internal laws of the Commonwealth of
          Massachusetts without giving effect to any choice or conflict of laws
          or the provision or rule thereof, and this Agreement shall be deemed
          to be performable in such Commonwealth.

<PAGE>

     9.8  CONSENT TO JURISDICTION. The Executive and the Company agree to in
          good faith seek arbitration to settle any differences. The arbitration
          will be in Boston, Massachusetts at the American Arbitration
          Association ("AAA") before a single arbitrator. Such arbitrator shall
          be selected in accordance with AAA's then current rules and
          regulation. The parties agree to split the cost of arbitration
          equally. In the event no settlement is reached, the Executive, by his
          execution hereof, hereby irrevocably submits to the exclusive
          jurisdiction of the state or federal courts of the Commonwealth of
          Massachusetts for the purpose of any claim or action arising out of or
          based upon this Agreement, the Executive's employment with the Company
          and/or termination thereof, or relating to the subject matter hereof,
          and agrees not to commence any such claim or action other than in the
          above-named courts.


IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly
authorized representative, and by the Executive, as of the date first about
written.



                                         PRECISE SOFTWARE SOLUTIONS, INC.

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


                                         THE EXECUTIVE

                                         /s/ Marc J. Venator
                                         ----------------------------------
                                         Marc Venator

                                         ADDRESS:
                                                  -------------------------

                                         ----------------------------------


                                         ----------------------------------
                                         Date signed