EXHIBIT 4.1



                                 EXACTIUM. LTD.
                             1999 STOCK OPTION PLAN

                                    AMENDMENT

Pursuant to authority  granted by Section 11 of the  Exactium,  Ltd.  1999 Stock
Option Plan, (the "Plan"),  and in connection with the acquisition of all of the
issued  and  outstanding  shares  of  Exactium,   Ltd.  by  Pivotal  Corporation
("Pivotal") on June 2, 2000 pursuant to the Stock Purchase Agreement dated April
11, 2000 by and among  Pivotal,  Industrial  &  Financial  Systems AB, a Swedish
corporation,  Eli Barak, Alon Hod and Tony Topaz (the "Purchase Agreement"), the
Plan is hereby amended as follows:

Effective June 2, 2000,  Pivotal  Corporation  assumes the Plan in its entirety.
All options to purchase common shares of Exactium,  Ltd.  outstanding as of that
date are converted into options to purchase Pivotal common shares. The number of
Pivotal  options  granted to each  Exactium,  Ltd.  optionee  by Pivotal was the
number of Exactium, Ltd. options held by each Exactium, Ltd. optionee divided by
1.26343.  The exercise price of each converted  option is 1.26343  multiplied by
the exercise price of the original  Exactium,  Ltd.  option.  A total of 108,435
Pivotal  common  shares have been  reserved  for issuance  under this plan.  The
vesting  terms of the  Exactium,  Ltd.  options  will  continue  to apply to the
converted  options.  No new additional  options will be granted  pursuant to the
plan.  Except as otherwise  described in this  paragraph,  the provisions of the
Plan continue in full force and effect.



<PAGE>

                                 EXACTIUM, LTD.
                             1999 STOCK OPTION PLAN

     1. Purpose. The purpose of this Exactium,  Ltd. 1999 Stock Option Plan (the
"Plan") is to further the interests of Exactium, Ltd. (the "Company"), organized
under  the  laws  of  Israel,   Exactium,   Inc.,  a  Delaware  corporation  and
wholly-owned  subsidiary,  and any entity that hereafter becomes a subsidiary of
the Company by providing  incentives  in the form of grants of stock  options to
key  employees and other  persons who  contribute  materially to the success and
profitability of the Company.  The grants will recognize and reward  outstanding
individual   performances  and  contributions  and  will  give  such  persons  a
proprietary  interest in the Company,  thus enhancing their personal interest in
the Company's continued success and progress.  This program will also assist the
Company and its Subsidiary in attracting and retaining key persons.

     2. Definitions. The following definitions shall apply to this Plan:

          (a) "Board" means the board of directors of the Company.

          (b)  "Change of  Control"  occurs  when (i) any  person,  including  a
"group" as defined in Section  13(d)(3) of the Securities  Exchange Act of 1934,
as amended,  becomes the  beneficial  owner of more than 50 percent of the total
number of shares  entitled to vote in the election of directors of the Board, or
(ii) a  registration  statement  is declared  effective  by the  Securities  and
Exchange  Commission  with respect to an initial public offering of common stock
of the Company or Subsidiary.

          (c) "Code" means the Internal Revenue Code of 1986, as amended.

          (d) "Committee" means the Stock Option Committee  consisting of two or
more directors appointed by the Board. In the event the Board does not appoint a
Stock Option Committee, "Committee" means the Board.

          (e) "Company" means Exactium, Ltd.

          (f) "Date of Grant" means the date on which the Option is granted.

          (g) "Eligible Person" means any person who performs or has in the past
performed services for the Company or any direct or indirect partially or wholly
owned subsidiary thereof, whether as a director,  officer, employee,  consultant
or other independent  contractor,  and any person who performs services relating
to the Company in his or her capacity as an employee or  independent  contractor
of a  corporation  or other  entity  that  provides  services  for the  Company;
provided, that only an Employee can receive an incentive stock option grant.



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Exactium Stock Option Plan (US)
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          (h)  "Employee"  means any person  employed  on an hourly or  salaried
basis by the  Company  or any  subsidiary  of the  Company  that now  exists  or
hereafter is organized or acquired by the Company.

          (i) "Fair  Market  Value"  means the fair market value of the Ordinary
Share. If the Ordinary Share is not publicly traded on the date as of which fair
market  value is being  determined,  the Board shall  determine  the fair market
value of the Shares, using such factors as the Board considers relevant, such as
the price at which recent sales have been made(including shares of other classes
of Company  stock),  the book value of the  Ordinary  Share,  and the  Company's
current and projected earnings.  If the Ordinary Share is publicly traded on the
date as of which fair market value is being determined, the fair market value is
the average of the high bid and ask price of the Common  Stock as quoted on that
date.  If a price  quotation  does not occur on the date as of which fair market
value is being  determined,  the next preceding date on which a price was quoted
will determine the fair market value.

          (j) "Incentive  Stock Option" means a stock option granted pursuant to
either  this  Plan  or  any  other  plan  of  the  Company  that  satisfies  the
requirements  of Section 422 of the Code and that  entitles  the key employee to
purchase  stock of the Company or in a corporation  that at the time of grant of
the  option  was  a  parent  or  subsidiary  of  the  Company  or a  predecessor
corporation of any such corporation.

          (k) "Nonqualified  Stock Option" means a stock option granted pursuant
to the  Plan  that is not an  Incentive  Stock  Option  and  that  entitles  the
Recipient to purchase stock of the Company or in a corporation  that at the time
of  grant  of  the  option  was a  parent  or  subsidiary  of the  Company  or a
predecessor corporation of any such corporation.

          (l) "Option" means an Incentive  Stock Option or a Nonqualified  Stock
Option granted pursuant to the Plan.

          (m) "Option  Agreement" means a written agreement entered into between
the  Company  and a Recipient  which sets out the terms and  restrictions  of an
Option granted to the Recipient.

          (n) "Option  Shareholder" shall mean an Employee who has exercised his
or her Option.

          (o) "Option Shares" means Shares issued upon exercise of an Option.

          (p) "Ordinary  Share" or "Share" means the common stock, par value NIS
0.01 per share of the Company,  as adjusted in accordance  with Section 8 of the
Plan,  or such other class of shares or  securities  as to which the Plan may be
applicable.




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Exactium Stock Option Plan (US)
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          (q) "Plan" means this Exactium, Ltd. 1999 Stock Option Plan.

          (r) "Recipient" means an individual who receives an Option.

          (s) "Subsidiary" means Exactium, Inc.

     3.  Administration.  This Plan will be administered  by the Committee.  The
Committee has the exclusive  power to select the Recipients of Options  pursuant
to this Plan, to establish the terms of the Options  granted to each  Recipient,
and to make all other determinations  necessary or advisable under the Plan. The
Committee  has the  sole  and  absolute  discretion  to  determine  whether  the
performance  of an Eligible  Person  warrants an Option under this Plan,  and to
determine  the  size  and  type of the  Option.  The  Committee  shall  have the
authority to grant in its discretion to the holder of an outstanding  Option, in
exchange for the surrender and  cancellation of such Option, a new Option having
an exercise  price other than that  provided  in the Option so  surrendered  and
cancelled and  containing  such other terms and  conditions as the Committee may
deem  appropriate.  The Committee  has full and exclusive  power to construe and
interpret  this Plan, to  prescribe,  amend,  and rescind rules and  regulations
relating to this Plan,  and to take all actions  necessary or advisable  for the
Plan's administration. The Committee, in the exercise of its powers, may correct
any defect or supply any omission,  or reconcile any  inconsistency in the Plan,
or in any Agreement,  in the manner and to the extent it shall deem necessary or
expedient  to make the Plan fully  effective.  In  exercising  this  power,  the
Committee may retain counsel at the expense of the Company.  The Committee shall
also have the power to determine  the duration and purposes of leaves of absence
which may be granted to a Recipient  without  constituting  a termination of the
Recipient's  employment for purposes of the Plan. Any determinations made by the
Committee will be final and binding on all persons. Each member of the Committee
shall be  indemnified  and held  harmless  by the  Company  against  any cost or
expense reasonably incurred by him, or any liability  (including any sum paid in
settlement  of a claim with the approval of the Company)  arising out of any act
or  omission  to act in  connection  with the Plan  unless  arising  out of such
member's own fraud or bad faith, to the extent permitted by applicable law.

     4. Shares  Subject to Plan.  Subject to the provisions of Section 10 of the
Plan,  the  maximum  aggregate  number of Shares  that may be subject to Options
under  the  Plan  shall  be  170,000.  If an  Option  should  expire  or  become
unexercisable  for any reason without  having been  exercised,  the  unpurchased
Shares  that  were  subject  to such  Option  shall,  unless  the  Plan has then
terminated, be available for other Options under the Plan.



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Exactium Stock Option Plan (US)
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     5.  Eligibility.  Any  Eligible  Person  that  the  Committee  in its  sole
discretion  designates  is  eligible to receive an Option  under this Plan.  The
Committee's  grant of an Option to a Recipient  in any year does not require the
Committee to grant an Option such Recipient in any other year. Furthermore,  the
Committee  may grant  different  Options to  different  Recipients  and has full
discretion  to choose  whether to grant  Options  to any  Eligible  Person.  The
Committee  may  consider  such  factors  as  it  deems  pertinent  in  selecting
Recipients and in determining  the types and sizes of their Options,  including,
without  limitation,   (i)  the  financial  condition  of  the  Company  or  its
subsidiaries;  (ii) expected profits for the current or future years;  (iii) the
contributions of a prospective Recipient to the profitability and success of the
Company  or  its  subsidiaries;   and  (iv)  the  adequacy  of  the  prospective
Recipient's  other  compensation.  Recipients may include persons to whom stock,
stock options,  stock  appreciation  rights,  or other benefits  previously were
granted under this or another plan of the Company or any subsidiary,  whether or
not the  previously  granted  benefits  have been fully  exercised or vested.  A
Recipient's right, if any, to continue to serve the Company and its subsidiaries
as an officer, Employee, or otherwise will not be enlarged or otherwise affected
by his designation as a Recipient under this Plan, and such designation will not
in any way restrict the right of the Company or any parent,  as the case may be,
to terminate at any time the employment or affiliation of any participant.

     6. Options. Each Option granted to a Recipient under the Plan shall contain
such  provisions as the  Committee at the Date of Grant shall deem  appropriate.
Each Option granted to a Recipient will satisfy the following requirements:

          (a)  Written  Agreement.  Each Option  granted to a Recipient  will be
evidenced by an Option Agreement.  The terms of the Option Agreement need not be
identical  for  different  Recipients.  The  Option  Agreement  shall  include a
description of the substance of each of the  requirements in this Section 6 with
respect to that particular Option.

          (b) Number of Shares.  Each Option  Agreement shall specify the number
of Shares that may be purchased by exercise of the Option.

          (c) Exercise  Price.  The exercise  price of each Share  subject to an
Incentive  Stock  Option  shall  equal  the  exercise  price  designated  by the
Committee on the Date of Grant, but shall not be less than the Fair Market Value
of the Share on the Incentive  Stock Option's Date of Grant.  The exercise price
of each Share  subject to a  Nonqualified  Stock Option shall equal the exercise
price designated by the Committee on the Date of Grant.

          (d) Duration of Option.  Except as otherwise  provided in this Section
6, an Incentive  Stock Option  granted to an Employee  shall expire on the tenth
anniversary  of its  Date of Grant  or,  at such  earlier  date as is set by the
Committee  in  establishing  the terms of the  Incentive  Stock Option at grant.
Except as  otherwise  provided in this  Section 6, a  Nonqualified  Stock Option
granted to an  Employee  shall  expire on the tenth  anniversary  of its Date of
Grant  or,  at  such  earlier  or  later  date  as is set by  the  Committee  in
establishing the terms of the Nonqualified Stock Option at grant.



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Exactium Stock Option Plan (US)
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          (e) Vesting of Option. Each Option Agreement shall specify the vesting
schedule  applicable  to the Option.  The  Committee,  in its sole and  absolute
discretion, may accelerate the vesting of any Option at any time.

          (f) Death. In the case of the death of a Recipient,  an Option granted
the  Recipient  shall  expire  no later  than the six month  anniversary  of the
Recipient's  death,  or if earlier,  the date specified in subsection (d) above.
The Committee  shall set the expiration  date in  establishing  the terms of the
Option at grant or a later  expiration  date subsequent to the Date of Grant but
prior to the sixth month anniversary of the Recipient's death. During the period
beginning on the date of the Recipient's death and ending on the date the Option
expires,  the Option may be exercised to the extent it could have been exercised
at the time the  Recipient  died,  subject  to any  adjustment  under  Section 8
herein.

          (g) Disability. In the case of the total and permanent disability of a
Recipient and a resulting  termination  of employment  or  affiliation  with the
Company or subsidiary,  an Option granted to the Recipient shall expire no later
than the six month anniversary of the Recipient's last day of employment, or, if
earlier, the date specified in subsection (d) above. The Committee shall set the
expiration  date in  establishing  the  terms of the  Option at grant or a later
expiration  date  subsequent  to the Date of Grant  but  prior to the six  month
anniversary of the  Recipient's  last day of employment or affiliation  with the
Company  or  subsidiary.  During  the  period  beginning  on  the  date  of  the
Recipient's termination of employment or affiliation by reason of disability and
ending on the date the Option  expires,  the Option may be  exercised  as to the
number  of  Shares  for  which  it could  have  been  exercised  at the time the
Recipient became disabled, subject to any adjustments under Section 8 herein.

          (h)  Retirement.  If the  Recipient's  employment  with the Company or
subsidiary  terminates by reason of normal retirement under the Company's normal
retirement policies,  an Option granted the Recipient shall expire no later than
90 days after the last day of employment,  or, if earlier, on the date specified
in  subsection  (d)  above.  The  Committee  shall  set the  expiration  date in
establishing  the  terms  of the  Option  at grant  or a later  expiration  date
subsequent  to the  Date of Grant  but  prior  to the end of the  90-day  period
following the Recipient's normal retirement.  During the period beginning on the
date of the  Recipient's  normal  retirement  and  ending on the date the Option
expires,  the  Option may be  exercised  as to the number of Shares for which it
could have been  exercised on the  retirement  date,  subject to any  adjustment
under Section 8 herein.

          (i)  Termination  of Service.  If the Recipient  ceases  employment or
affiliation  with the Company or  subsidiary,  for any reason  other than death,
disability,  or  retirement  (as  described  above),  an Option  granted  to the
Recipient shall lapse  immediately  following the last day that the Recipient is
employed by or affiliated with the Company or subsidiary. However, the Committee
may,  in its sole  discretion,  either at grant of the Option or at the time the
Recipient  terminates  employment,  delay the expiration date of the Option to a
date after  termination of employment;  provided,  however,  that the expiration
date of an Incentive Stock Option may not be



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Exactium Stock Option Plan (US)
<PAGE>


delayed  more  than  90  days  following  the  termination  of  the  Recipient's
employment  or  affiliation  with the  Company.  During  any  such  delay of the
expiration  date,  the Option may be exercised only for the number of Shares for
which it could have been  exercised  on such  termination  date,  subject to any
adjustment  under Section 8 herein.  Notwithstanding  any  provisions  set forth
herein or in the Plan, if the Recipient  shall (i) commit any act of malfeasance
or wrongdoing affecting the Company or any subsidiary,  (ii) breach any covenant
not to compete or employment  agreement with the Company or any  subsidiary,  or
(iii) engage in conduct that would warrant the Recipient's  discharge for cause,
any unexercised  part of the Option shall lapse  immediately upon the earlier of
the  occurrence  of such event or the last day the  Recipient is employed by the
Company.  For this  purpose,  "cause"  shall mean (i) material  violation of any
relevant letter or agreement of employment or engagement covering the Recipient,
(ii) commission of fraud, embezzlement or other felony or similar acts, or (iii)
insubordination  or other material failure to discharge the duties of his or her
employment.

          (j) Change of Control.  If a Change of Control  occurs,  all  Options,
limited to a fair market value of $100,000,  shall become immediately vested and
exercisable by the Recipient.

          (k) Conditions  Required for Exercise.  Options  granted to Recipients
under the Plan shall be exercisable only to the extent they are vested according
to the terms of the Option Agreement.  Furthermore, Options granted to Employees
under the Plan shall be exercisable  only if the issuance of Shares  pursuant to
the  exercise  would  be in  compliance  with  applicable  securities  laws,  as
contemplated  by  Section  7 of the  Plan.  Each  Agreement  shall  specify  any
additional conditions required for the exercise of the Option.

          (l) Ten Percent Shareholders.  An Incentive Stock Option granted to an
Employee who, on the Date of Grant,  owns stock  possessing more than 10 percent
of the total combined voting power of all classes of stock of either the Company
or any subsidiary,  shall be granted at an exercise price of 110 percent of Fair
Market  Value on the Date of Grant  and shall be  exercisable  only  during  the
five-year period  immediately  following the Date of Grant. In calculating stock
ownership of any person,  the  attribution  rules of Section  424(d) of the Code
will apply.  Furthermore,  in calculating  stock  ownership,  any stock that the
Employee may purchase under outstanding options will not be considered.

          (m) Maximum Option Grants. The aggregate Fair Market Value, determined
on the  Date of  Grant,  of stock  in the  Company  with  respect  to which  any
Incentive Stock Options under the Plan and all other plans of the Company or its
subsidiary  (within  the  meaning  of  Section  422(b) of the  Code) may  become
exercisable  by any individual for the first time in any calendar year shall not
exceed $100,000.

          (n) Method of  Exercise.  An Option  granted  under this Plan shall be
deemed  exercised  when the person  entitled to exercise the Option (i) delivers
written notice to the President of the Company (or his delegate, in his absence)
of the decision to exercise accompanied by a



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Exactium Stock Option Plan (US)
<PAGE>

voting  proxy for the  Shares to be  received  on  exercise,  (ii)  concurrently
tenders to the Company full  payment for the Shares to be purchased  pursuant to
the exercise, and (iii) complies with such other reasonable  requirements as the
Committee establishes pursuant to Section 7 of the Plan. Payment for Shares with
respect to which an Option is  exercised  may be made in cash,  or by  certified
check.  A partial  exercise of an Option will not affect the  holder's  right to
exercise  the Option  from time to time in  accordance  with this Plan as to the
remaining Shares subject to the Option.

          (o) Designation of Beneficiary. Each Recipient shall designate, in the
Option Agreement he executes, a beneficiary to receive Options awarded hereunder
in the event of his death prior to full exercise of such Options; provided, that
if no such  beneficiary is designated or if the  beneficiary so designated  does
not survive the Recipient,  the estate of such  Recipient  shall be deemed to be
his beneficiary.  Recipients may, by written notice to the Committee, change the
beneficiary designated in any outstanding Option Agreements.

          (p)  Transferability.  An  Option  granted  under  this  Plan  is  not
transferable except by will or the laws of descent and distribution.  During the
lifetime of the Recipient,  all rights of the Option are exercisable only by the
Recipient.

     7. Taxes;  Compliance with Law; Approval of Regulatory Bodies; Legends. The
Company  shall  have the  right to  withhold  from  payments  (including  shares
otherwise to be received on exercise)  otherwise  due and owing to the Recipient
(or his  beneficiary) or to require the Recipient (or his  beneficiary) to remit
to the Company in cash upon demand an amount  sufficient  to satisfy any federal
(including  FICA  and  FUTA  amounts),   state,  and/or  local  withholding  tax
requirements.

     Options can be granted,  and Shares can be delivered  under this Plan, only
in compliance with all applicable federal and state laws and regulations and the
rules of all stock exchanges on which the Company's stock is listed at any time.
An Option is exercisable only if either (a) a registration  statement pertaining
to the Shares to be issued  upon  exercise of the Option has been filed with and
declared  effective  by the  Securities  and  Exchange  Commission  and  remains
effective on the date of exercise,  or (b) an  exemption  from the  registration
requirements  of applicable  securities  laws is  available.  This Plan does not
require the Company, however, to file such a registration statement or to assure
the availability of such exemptions.  Any certificate  issued to evidence Shares
issued under the Plan may bear such legends and statements, and shall be subject
to such  transfer  restrictions,  as the  Committee  deems  advisable  to assure
compliance with federal and state laws and regulations and with the requirements
of this Section. No Option may be exercised,  and Shares may not be issued under
this Plan,  until the  Company  has  obtained  the  consent or approval of every
regulatory body, federal or state,  having jurisdiction over such matters as the
Committee deems advisable.

         Each  person  who  acquires  the right to  exercise  an  Option  may be
required by the  Committee  to furnish  reasonable  evidence of ownership of the
Option as a condition to his exercise



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Exactium Stock Option Plan (US)
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of the Option. In addition, the Committee may require such consents and releases
of taxing authorities as the Committee deems advisable.

     8.  Adjustment  Upon  Change  of  Shares.  If  a  reorganization,   merger,
consolidation,  reclassification,  recapitalization,  combination or exchange of
shares,  stock split,  stock dividend,  rights  offering,  or other expansion or
contraction of the Common Stock of the Company  occurs,  the number and class of
Shares for which  Options  are  authorized  to be granted  under this Plan,  the
number  and class of Shares  then  subject  to  Options  previously  granted  to
Employees under this Plan, and the price per Share payable upon exercise of each
Option  outstanding under this Plan shall be equitably adjusted by the Committee
to reflect such changes.  To the extent deemed  equitable and appropriate by the
Board,  subject  to  any  required  action  by  shareholders,   in  any  merger,
consolidation,  reorganization,  liquidation or dissolution,  any Option granted
under the Plan shall  pertain to the  securities  and other  property to which a
holder of the number of Shares of stock  covered  by the Option  would have been
entitled to receive in connection with such event.

     9. Liability of the Company.  The Company and its subsidiaries shall not be
liable to any person for any tax  consequences  incurred by a Recipient or other
person with respect to an Option.

     10. Option Shareholder  Action. If prior to completion of a public offering
of Shares of the Company,  all or substantially all of the Shares of the Company
are to be sold, or upon a merger or reorganization or similar  transaction,  the
Shares of the Company or any class  thereof,  are to be exchanged for securities
of another  company then in such event,  each Recipient shall be obliged to sell
or exchange,  as the case may be, the Shares such  Optionee  acquired  under the
Plan in accordance with instructions provided by the Board.

     11.  Amendment and  Termination  of Plan.  The Board may alter,  amend,  or
terminate this Plan from time to time without  approval of the  shareholders  of
the Company,  except that no amendment shall be made which, without the approval
of the  shareholders  of the  Company  would (i)  increase  the number of shares
reserved for purposes of the Plan, (ii) change the class of persons  eligible to
participate  in the Plan,  or (iii)  extend  the  option  period as set forth in
Section  6. The  Board  may  condition  any  amendment  on the  approval  of the
shareholders  of the Company if such  approval is necessary  or  advisable  with
respect to tax,  securities or other  applicable laws to which the Company,  the
Plan, Recipients or Eligible Persons are subject. Any amendment, whether with or
without the approval of  shareholders  of the Company,  that alters the terms or
provisions of an Option granted  before the amendment  (unless the alteration is
expressly  permitted under this Plan) will be effective only with the consent of
the Recipient to whom the Option was granted or the holder currently entitled to
exercise it.



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Exactium Stock Option Plan (US)
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     12. Expenses of Plan. The Company shall bear the expenses of  administering
the Plan.

     13.  Duration of Plan.  Options may be granted  under this Plan only during
the 10 years immediately following the effective date of this Plan.

     14.  Applicable  Law.  This  Plan and  options  issued  hereunder  shall be
governed by and construed and enforced in accordance  with the laws of the State
of Israel  applicable  to  contracts  made and to be performed  therein  without
giving effect to the principles of conflict of laws.

     15. Effective Date. The effective date of this Plan shall be the earlier of
(i) the date on which  the Board  adopts  the Plan or (ii) the date on which the
Shareholders approve the Plan.


















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Exactium Stock Option Plan (US)