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                                                                    EXHIBIT 10.4










                          EMPLOYEE SHARE PURCHASE PLAN












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                             XACCT TECHNOLOGIES LTD.

                        2000 EMPLOYEE SHARE PURCHASE PLAN

     1.   PURPOSE.  The  purpose of the Plan is to provide  employees  of the
Company and its Designated Subsidiaries with an opportunity to purchase Voting
Ordinary Shares of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Share Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

     2.   DEFINITIONS.

          (a)  "BOARD" shall mean the Board of Directors of the Company.

          (b)  "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "COMPANY" shall mean XACCT Technologies Ltd., a corporation
incorporated under the laws of the State of Israel.

          (d)  "COMPENSATION" shall mean all base straight time gross  earnings,
commissions and bonuses but exclusive of overtime, shift premium, incentive
compensation, incentive payments and other compensation.

          (e)  "DESIGNATED SUBSIDIARY" shall mean any Subsidiary that has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

          (f)  "EMPLOYEE" shall mean any individual who is an Employee of the
Company or a Designated Subsidiary for tax purposes whose customary employment
is at least twenty (20) hours per week and more than five (5) months in any
calendar year. For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other
leave of absence approved by his or her employer. Where the period of leave
exceeds 90 days and the individual's right to reemployment is not guaranteed
either by statute or by contract, the employment relationship shall be deemed to
have terminated on the 91st day of such leave.

          (g)  "ENROLLMENT DATE" shall mean the first Trading Day of each
Offering Period.

          (h)  "EXERCISE DATE" shall mean the first Trading Day on or after
April 30 and October 31 of each year.

          (i)  "FAIR MARKET VALUE" shall mean, as of any date, the value of a
Share determined as follows:

               (1)  If the Shares are listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, their Fair
Market Value shall be the closing sales price for such


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Shares (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the day of determination, as reported in THE WALL STREET
JOURNAL or such other source as the Board deems reliable, or;

               (2)  If the Shares are regularly quoted by a recognized
securities dealer but selling prices are not reported, their Fair Market Value
shall be the mean of the closing bid and asked prices for the Shares on the day
of determination, as reported in THE GLOBES, HAARETZ or such other source as the
Board deems reliable, or;

               (3)  In the absence of an established market for the Shares, the
Fair Market Value thereof shall be determined in good faith by the Board; or

               (4)  For purposes of the Enrollment Date of the first Offering
Period under the Plan, the Fair Market Value shall be the initial price to the
public as set forth in the final prospectus included within the registration
statement in Form S-1 filed with the Securities and Exchange Commission for the
initial public offering of the Company's Shares (the "Registration Statement").

          (j)  "OFFERING PERIODS" shall mean the periods of approximately
twenty-four (24) months during which an option granted pursuant to the Plan may
be exercised, commencing on the first Trading Day on or after January 1 and July
1 of each year and terminating on the first Trading Day on or after the May 1
and November 1 Offering Period commencement date approximately twenty-four
months later; provided, however, that the first Offering Period under the Plan
shall commence with the first Trading Day on or after the date on which the
Securities and Exchange Commission declares the Company's Registration Statement
effective and ending on the first Trading Day on or after November 1, 2002. The
duration and timing of Offering Periods may be changed pursuant to Section 4 of
this Plan.

          (k)  "PLAN" shall mean this Employee Share Purchase Plan.

          (l)  "PURCHASE PERIOD" shall mean the approximately six month period
commencing on one Exercise Date and ending with the next Exercise Date, except
that the first Purchase Period of any Offering Period shall commence on the
Enrollment Date and end with the next Exercise Date.

          (m)  "PURCHASE PRICE" shall mean an amount equal to 85% of the Fair
Market Value of a Share on the Enrollment Date or on the Exercise Date,
whichever is lower; provided, however, that the Purchase Price may be adjusted
by the Board pursuant to Section 20.

          (n)  "RESERVES" shall mean the number of Shares covered by each option
under the Plan which have not yet been exercised and the number of Shares which
have been authorized for issuance under the Plan but not yet placed under
option.

          (o)  "SHARE" means a share of the Company's Voting Ordinary Shares
having a nominal value of NIS 0.04 as adjusted in accordance with Section 19
below.

          (p)  "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.



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          (q)  "TRADING DAY" shall mean a day on which national stock exchanges
and the Nasdaq System are open for trading.

     3.   ELIGIBILITY.

          (a)  Any Employee who shall be employed by the Company or a
Designated Subsidiary on a given Enrollment Date shall be eligible to
participate in the Plan.

          (b)  Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose shares
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital shares of the Company and/or hold outstanding options to
purchase such shares possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital shares of the Company or of
any Subsidiary, or (ii) to the extent that his or her rights to purchase shares
under all employee share purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
shares (determined at the fair market value of the shares at the time such
option is granted) for each calendar year in which such option is outstanding at
any time.

     4.   The Plan shall be implemented by consecutive, overlapping Offering
Periods with a new Offering Period commencing on the first Trading Day on or
after January 1 and July 1 each year, or on such other date as the Board shall
determine, and continuing thereafter until terminated in accordance with Section
20 hereof; provided, however, that the first Offering Period under the Plan
shall commence with the first Trading Day on or after the date on which the
Securities and Exchange Commission declares the Company's Registration Statement
effective and ending on the first Trading Day on or after July 1, 2002. The
Board shall have the power to change the duration of Offering Periods (including
the commencement dates thereof) with respect to future offerings without
shareholder approval if such change is announced at least five (5) days prior to
the scheduled beginning of the first Offering Period to be affected thereafter.

     5.   PARTICIPATION.

          (a)  An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of EXHIBIT A to this Plan and filing it with the Company's payroll office prior
to the applicable Enrollment Date.

          (b)  Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last pay day in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.



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     6.   PAYROLL DEDUCTIONS.

          (a)  At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding fifteen percent (15%) of
the Compensation which he or she receives on each pay day during the Offering
Period.

          (b)  All payroll deductions made for a participant shall be credited
to his or her account under the Plan and shall be withheld in whole percentages
only. A participant may not make any additional payments into such account.

          (c)  A participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof, or may increase or decrease the rate of
his or her payroll deductions during the Offering Period by completing or filing
with the Company a new subscription agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

          (d)  Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to zero percent (0%) at any time during an
Offering Period. Payroll deductions shall recommence at the rate provided in
such participant's subscription agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10 hereof.

          (e)  At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Shares issued under the Plan are disposed
of, the participant must make adequate provision for the Company's or Designated
Subsidiary's federal, state, or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Shares. At any
time, the Company or Designated Subsidiary may, but shall not be obligated to,
withhold from the participant's compensation the amount necessary for the
Company to meet applicable withholding obligations, including any withholding
required to make available to the Company or any Designated Subsidiary any tax
deductions or benefits attributable to sale or early disposition of Shares by
the Employee.

     7.   GRANT OF OPTION. On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of Shares determined by dividing such
Employee's payroll deductions accumulated prior to such Exercise Date and
retained in the Participant's account as of the Exercise Date by the applicable
Purchase Price; provided that in no event shall an Employee be permitted to
purchase during each Offering Period more than 5,000 Shares (subject to any
adjustment pursuant to Section 19), and provided further that such purchase
shall be subject to the limitations set forth in Sections 3(b) and 12 hereof.
Exercise of the option shall occur as



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provided in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof. The Option shall expire on the last day of the Offering
Period.

     8.   EXERCISE OF OPTION. Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of Shares
shall be exercised automatically on the Exercise Date, and the maximum number of
full Shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional Shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full Share shall be retained in the participant's account for the subsequent
Offering Period, subject to earlier withdrawal by the participant as provided in
Section 10 hereof. Any other monies left over in a participant's account after
the Exercise Date shall be returned to the participant. During a participant's
lifetime, a participant's option to purchase Shares hereunder is exercisable
only by him or her.

     9.   DELIVERY. As promptly as practicable after each Exercise Date on which
a purchase of shares occurs, the Company shall arrange the delivery to each
participant, as appropriate, the Shares purchased upon exercise of his or her
option.

     10.  WITHDRAWAL.

          (a)  A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company in
the form of EXHIBIT B to this Plan. All of the participant's payroll deductions
credited to his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the Offering
Period shall be automatically terminated, and no further payroll deductions for
the purchase of shares shall be made for such Offering Period. If a participant
withdraws from an Offering Period, payroll deductions shall not resume at the
beginning of the succeeding Offering Period unless the participant delivers to
the Company a new subscription agreement.

          (b)  A participant's withdrawal from an Offering Period shall not have
any effect upon his or her eligibility to participate in any similar plan that
may hereafter be adopted by the Company or in succeeding Offering Periods that
commence after the termination of the Offering Period from which the participant
withdraws.

     11.  TERMINATION OF EMPLOYMENT. Upon a participant's ceasing to be an
Employee for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 hereof, and such participant's
option shall be automatically terminated. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.

     12.  INTEREST. No interest shall accrue on the payroll deductions of a
participant in the Plan.



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     13.  SHARES.

          (a)  Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of Shares which
shall be made available for sale under the Plan shall be 750,000 Shares, plus an
annual increase to be added on the first day of the Company's fiscal year
beginning in 2001 equal to the lesser of (i) 750,000 shares, (ii) 2% of the
outstanding shares on such date or (iii) an amount determined by the Board. If,
on a given Exercise Date, the number of Shares with respect to which options are
to be exercised exceeds the number of Shares then available under the Plan, the
Company shall make a pro rata allocation of the Shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

          (b)  The participant shall have no interest or voting right in Shares
covered by his option until such option has been exercised.

          (c)  Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and
his or her spouse.

     14.  ADMINISTRATION. The Plan shall be administered by the Board. The Board
shall have full and exclusive discretionary authority to construe, interpret and
apply the terms of the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan. Every finding, decision and determination
made by the Board shall, to the full extent permitted by law, be final and
binding upon all parties.

     15.  DESIGNATION OF BENEFICIARY.

          (a)  A participant may file a written designation of a beneficiary
who is to receive any Shares and cash, if any, from the participant's account
under the Plan in the event of such participant's death subsequent to an
Exercise Date on which the option is exercised but prior to delivery to such
participant of such shares and cash. In addition, a participant may file a
written designation of a beneficiary who is to receive any cash from the
participant's account under the Plan in the event of such participant's death
prior to exercise of the option. If a participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.

          (b)  Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such Shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such Shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

     16.  TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive Shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment,


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transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds from an Offering
Period in accordance with Section 10 hereof.

     17.  USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

     18.  REPORTS. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of Shares purchased and the remaining
cash balance, if any.

     19.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION,
MERGER OR ASSET SALE.

          (a)  CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the Reserves, the maximum number of Shares each
participant may purchase per Offering Period (pursuant to Section 7), the number
of shares that may be added annually to the shares reserved under the Plan
(pursuant to Section 13(a)(i)), as well as the price per Share and the number of
Shares covered by each option under the Plan which has not yet been exercised
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a share split, reverse share split, share dividend,
combination or reclassification of the Shares, or any other increase or decrease
in the number of Shares effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of any class, or
securities convertible into shares of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to an option.

          (b)  DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Exercise Date shall be before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

          (c)  MERGER OR ASSET SALE. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the option, the Offering Period
then in progress shall be shortened by setting a new Exercise Date (the "New
Exercise Date"). The New Exercise Date shall be before the date of the


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Company's proposed sale or merger. The Board shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for the participant's option has been changed to the New
Exercise Date and that the participant's option shall be exercised automatically
on the New Exercise Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Section 10 hereof.

     20.  AMENDMENT OR TERMINATION.

          (a)  The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 19 hereof, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Offering Period or the Plan
is in the best interests of the Company and its shareholders. Except as provided
in Section 19 and Section 20 hereof, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of the Code (or
any other applicable law, regulation or stock exchange rule), the Company shall
obtain shareholder approval in such a manner and to such a degree as required.

          (b)  Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Shares for each
participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the Board
(or its committee) determines in its sole discretion advisable which are
consistent with the Plan.

          (c)  In the event the Board determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences, the Board
may, in its discretion and, to the extent necessary or desirable, modify or
amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:

               (1)  altering the Purchase Price for any Offering Period
including an Offering Period underway at the time of the change in Purchase
Price;

               (2)  shortening any Offering Period so that Offering Period ends
on a new Exercise Date, including an Offering Period underway at the time of the
Board action; and

               (3)  allocating Shares.

               Such modifications or amendments shall not require shareholder
approval or the consent of any Plan participants.


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     21.  NOTICES.  All notices or other  communications  by a participant  to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

     22.  CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

          As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

     23.  TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 hereof.

     24.  AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. To the extent
permitted by any applicable laws, regulations, or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the Enrollment Date
of such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Exercise Date and automatically re-enrolled in the
immediately following Offering Period.


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                                                                       EXHIBIT A

                             XACCT TECHNOLOGIES LTD.

                          EMPLOYEE SHARE PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

_____ Original Application                          Enrollment Date: __________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)

1.       _____________________________________  hereby elects to participate in
         the XACCT Technologies Ltd. Employee Share Purchase Plan (the "Employee
         Share Purchase Plan") and subscribes to purchase Voting Ordinary Shares
         of the Company in accordance with this Subscription Agreement and the
         Employee Share Purchase Plan.

2.       I hereby authorize payroll deductions from each paycheck in the amount
         of ____% of my Compensation on each payday (from 0 to 15%) during the
         Offering Period in accordance with the Employee Share Purchase Plan.
         (Please note that no fractional percentages are permitted.)

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of Shares at the applicable Purchase Price determined in
         accordance with the Employee Share Purchase Plan. I understand that if
         I do not withdraw from an Offering Period, any accumulated payroll
         deductions will be used to automatically exercise my option.

4.       I have received a copy of the complete Employee Share Purchase Plan. I
         understand that my participation in the Employee Share Purchase Plan is
         in all respects subject to the terms of the Plan. I understand that my
         ability to exercise the option under this Subscription Agreement is
         subject to shareholder approval of the Employee Share Purchase Plan.

5.       Shares  purchased for me under the Employee  Share  Purchase Plan
         should be issued in the name(s) of (Employee or Employee and Spouse
         only):_____________________.

6.       I  understand  that if I dispose of any shares  received  by me
         pursuant to the Plan within 2 years after the Enrollment Date (the
         first day of the Offering Period during which I purchased such shares),
         I will be treated for federal income tax purposes as having received
         ordinary income at the time of such disposition in an amount equal to
         the excess of the fair market value of the shares at the time such
         shares were purchased by me over the price which I paid for the shares.
         I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER
         THE DATE OF ANY DISPOSITION OF SHARES AND I WILL MAKE ADEQUATE
         PROVISION FOR FEDERAL, STATE OR OTHER TAX WITHHOLDING OBLIGATIONS, IF
         ANY, WHICH ARISE UPON THE DISPOSITION OF THE SHARE. The Company may,
         but will not be obligated to, withhold from my compensation the amount
         necessary to meet any applicable withholding obligation including any
         withholding necessary to make available to the Company



<PAGE>

         any tax deductions or benefits attributable to sale or early
         disposition of Shares by me. If I dispose of such shares at any time
         after the expiration of the 2-year holding period, I understand that I
         will be treated for federal income tax purposes as having received
         income only at the time of such disposition, and that such income will
         be taxed as ordinary income only to the extent of an amount equal to
         the lesser of (1) the excess of the fair market value of the shares at
         the time of such disposition over the purchase price which I paid for
         the shares, or (2) 15% of the fair market value of the shares on the
         first day of the Offering Period. The remainder of the gain, if any,
         recognized on such disposition will be taxed as capital gain.

7.       I hereby agree to be bound by the terms of the Employee Share Purchase
         Plan. The effectiveness of this Subscription Agreement is dependent
         upon my eligibility to participate in the Employee Share Purchase Plan.

8.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Employee Share Purchase Plan:

         NAME:  (Please print)         -----------------------------------------
                                       (First)              (Middle)      (Last)

         -------------------------     -----------------------------------------
         Relationship
                                       -----------------------------------------
                                       (Address)

         Employee's Social
         Security Number:              -----------------------------------------

         Employee's Address:           -----------------------------------------

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




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I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated: ---------------------------     -----------------------------------------
                                       Signature of Employee

                                       -----------------------------------------
                                       Spouse's Signature
                                       (If beneficiary other than spouse)



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                                                                       EXHIBIT B

                         XACCT TECHNOLOGIES (1997) LTD.

                        2000 EMPLOYEE SHARE PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

     The undersigned participant in the Offering Period of the XACCT
Technologies (1997) Ltd. Employee Share Purchase Plan that began on ___________,
______ (the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period. He or she hereby directs the Company to pay
to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.

                                       Name and Address of Participant:

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                                       Signature:

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                                       Date:------------------------------------