EXHIBIT 4.3
                    ATTUNITY LTD YEAR 2001 STOCK OPTION PLAN


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                                  ATTUNITY LTD
                           YEAR 2001 STOCK OPTION PLAN
                            (AS AMENDED THROUGH 2004)


         Attunity Ltd, a corporation formed under the laws of the State of
Israel (the "Company"), hereby establishes and adopts the following Stock Option
Plan (as amended from time to time, the "Plan"), effective December 27, 2001
(the "Effective Date").

         1. Purpose. The purpose of the Plan is to attract and retain
outstanding employees and consultants of the Company and its subsidiaries who
will contribute to the Company's success and to achieve long-term objectives
which will inure to the benefit of all stockholders of the Company through the
additional incentive inherent in the ownership of the Company's ordinary shares
("Shares"). For purposes of the Plan, the term "Subsidiary" shall mean
"subsidiary corporation," as such term is defined in Section 424(f) of the U.S.
Internal Revenue Code of 1986, as amended (the "Code"). For purposes of the
Plan, the term "Award" shall mean a grant of an option to purchase Shares (an
"Option") pursuant to the Plan.

         2. Shares Subject to Awards.

         (a) Awards under the Plan may be granted in the following forms:

                  (i) incentive stock options ("Incentive Stock Options) as
         provided in Section 422 of the Code; provided, however, that no Award
         of Incentive Stock Options shall be made hereunder after the date that
         is the tenth anniversary of the Effective Date;

                  (ii) non-qualified stock options ("Non-qualified Options")
         (the term "Options" includes incentive stock options and non-qualified
         options);

                  (iii) options granted pursuant to Section 102 of the Israeli
         Tax Ordinance ("102 Options"); and

                  (iv) options granted pursuant to Section 3.9 of the Israeli
         Tax Ordinance ("3.9 Options").

         (b) Subject to the adjustment provisions of Section 12 hereof, the
aggregate number of Shares which may be issued under all Awards under the Plan
and all options granted under the Attunity Ltd - The 2003 Israeli Share Option
Plan (as amended, 2004) (the "2003 Plan" and together with the Plan, the
"Plans") shall not exceed three million and two hundred thousand (3,200,000)
Shares (excluding [838,396] Shares rolled-over from the Company's 1994 and 1998
plans to the 2003 Plan). Shares delivered under the Plan may be authorized and
unissued Shares or Shares reacquired by the Company, or both. The Shares that
are forfeited under the terms of the Plan and Shares that are the subject of
Options that expire unexercised or which are otherwise surrendered by the holder
of such Option (the "Optionee") without receiving any payment or other benefit
with respect thereto may again be subject to new Awards under the Plan.


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         3. Administration of the Plan. The Plan shall be administered by the
Board of Directors of the Company (the "Board"), or by members of a compensation
committee of the Board, consisting of not fewer than two directors of the
Company, as designated by the Board (the "Committee").

         The Committee is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it may deem appropriate for the conduct
of meetings and proper administration of the Plan. All actions of the Committee
shall be taken by majority vote of its members, except that the members thereof
may authorize any one or more of their number or any officer of the Company to
execute and deliver documents on behalf of the Committee. Subject to the
provisions of the Plan, the Committee shall have authority, in its sole
discretion, to grant Awards under the Plan, to interpret the provisions of the
Plan and, subject to the requirements of applicable law, including Rule 16b-3 of
the Exchange Act, to prescribe, amend, and rescind rules and regulations
relating to the Plan or any Award thereunder as it may deem necessary or
advisable. All decisions made by the Committee pursuant to the provisions of the
Plan shall be final, conclusive and binding on all persons. No member of the
Committee shall be liable for anything done or omitted to be done by him or by
any other member of the Committee in connection with the Plan, except for his
own willful misconduct or as expressly provided by statute.

         It may be intended that Options issued to Israeli employees of the
Company or any of its Subsidiaries shall contain such terms as will qualify them
for special tax treatment under section 102 of the Israeli Tax Ordinance
("Section 102"). Accordingly, all 102 Options and/or Shares issued upon the
exercise of 102 Options shall be issued to a trustee nominated by the Committee
and approved in accordance with the provisions of Section 102 (the "Trustee"),
and shall be held in trust for the benefit of such Optionees for the period
prescribed in Section 102. Notwithstanding any provision of the Plan or the
trust described in the preceding sentence, the Trustee shall not release any 102
Option which has not been exercised into Shares by an Optionee or release any
Shares issued upon the exercise of a 102 Option prior to the full payment of the
Optionee's tax liabilities arising from such 102 Option. Upon receipt of the
grant of a 102 Option, the Optionee may be required to execute a release
relieving the Trustee from any liability in respect of any action or decision
duly taken and executed in respect of such 102 Option or Shares issued pursuant
thereto.

         4. Eligibility. Awards shall be made to such employees or consultants
of the Company or any of its Subsidiaries as the Committee shall select from
time to time; provided, however, that Incentive Stock Options shall not be
granted to any person who is not an employee of the Company or its Subsidiaries
or to any owner of 10% or more of the total combined voting power of all classes
of stock of the Company and its Subsidiaries, as determined under Section
422(b)(6) of the Code (a "10% owner"), except as specifically provided herein.
The Committee's designation of an Optionee in any year shall not require the
Committee to designate such person to receive Awards or grants in any other
year.


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         5. Stock Option Agreements. All Options granted pursuant to the Plan
shall be evidenced in writing by stock option agreements ("Stock Option
Agreements") in such form and containing such terms and conditions as the
Committee shall determine which are not inconsistent with the provisions of the
Plan, including the following:

         (a) Type of Option; Number of Shares. Each Option shall be designated
as an Incentive Stock Option, a Non-qualified Option, 102 Option or a 3.9
Option. Each Stock Option Agreement shall state the total number of Shares to
which it pertains; provided, however, that the aggregate Fair Market Value (as
defined below) of Shares subject to an Incentive Stock Option granted to any
employee in any calendar year under this Plan and all other plans of the Company
and its Subsidiaries shall not exceed $100,000, as determined in accordance with
Section 422 of the Code.

         (b) Option Price. The Option price per Share shall be determined by the
Committee at the time any Option is granted and stated in the Stock Option
Agreement, but shall not be less than 100% of the Fair Market Value of such
Share on the date of the Award; provided, however, that in the case of an Award
of Incentive Stock Option made to a 10% owner, the Option price per Share shall
be not less than 110% of the Fair Market Value of such Share on the date of the
Award. For all purposes under the Plan, Fair Market Value shall mean, if the
Shares are listed or admitted to trading on a securities exchange, the per Share
closing price of the Shares for the day immediately preceding the date as of
which Fair Market Value is being determined (or if there was no reported closing
price on such date, on the last preceding date on which the closing price was
reported) reported on the principal securities exchange on which the Shares are
listed or admitted to trading and reflected in the consolidated trading tables
of The Wall Street Journal, or simillar publication when the Wall Street Journal
is unavailable.

         (c) Option Period. The period for which the Option is granted shall be
determined by the Committee, and the Stock Option Agreement shall provide that
the Option shall expire at the end of such period: provided, however, that no
Option shall be exercisable after the expiration of ten years from the date of
its Award; and, provided further that an Option shall not be exercisable unless
counsel for the Company shall be satisfied that the issuance of Shares upon
exercise will be in compliance with the Exchange Act and other applicable laws.
No Option may be exercised after the expiration of its term. Notwithstanding the
foregoing, in the case of an Award of Incentive Stock Options made to a 10%
owner, such Option shall not be exercisable after the expiration of five years
from its date of Award.

         (d) Exercise Period. The Exercise Period for which the Option is
granted shall be determined by the Committee, but in no event shall exceed ten
(10) years.

         Except as otherwise provided upon a Change of Control of the Company in
Section 11 hereof, Options that are subject to vesting shall cease to vest upon
the Optionee's termination and/or resignation of employment as an employee or
consultant for any reason; provided, however, that in the year that an Optionee
terminates and/or resigns employment as an employee or consultant on account of
his or her death or disability, the Optionee shall receive a fraction of the
incremental percentage increase in vesting that the Optionee would have received
had he or she remained employed until the next vesting date equal to the
proportional time of service to the



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Company or any Subsidiary in such year. For the purpose of this section, the
Optionee's termination and/or resignation date shall be his last date of
employment.

         (e) Time and Manner of Payment. Each Stock Option Agreement shall
provide that Options granted under the Plan shall be exercised by the Optionee
(or by his executors, administrators, guardian or legal representative) as to
all or part of the Shares covered thereby, by the giving of written notice of
exercise to the Company, specifying the number of Shares to be purchased. Full
payment of such purchase price shall be made within five business days following
the receipt of such notice by the Company and shall be made in cash or by
certified check or bank check; provided, however, that the Optionee may order
the deduction of full payment out of the proceeds of the immediate sales of the
Shares. Such notice of exercise and full payment, shall be delivered to the
Company at its principal business office or such other office as the Committee
may from time to time direct, and shall be in such form, containing such further
provisions consistent with the provisions of the Plan, as the Committee may from
time to time prescribe. In no event may any Option granted hereunder be
exercised for a fraction of a Share. The Company shall effect the transfer of
Shares purchased pursuant to an Option as soon as practicable, and, within a
reasonable time thereafter, such transfer shall be evidenced on the books of the
Company. No person exercising an Option shall have any of the rights of a holder
of Shares subject to an Option until certificates for such Shares shall have
been issued following the exercise of such Option. No adjustment shall be made
for cash dividends or other rights for which the record date is prior to the
date of such issuance.

         (f) Other Provisions. A Stock Option Agreement may contain any other
terms and conditions that the Committee, in its sole discretion, deems
appropriate; provided, however, that no such term or condition shall be
inconsistent with the terms of the Plan or, in the case of an Incentive Stock
Option, Section 422 of the Code. Each Stock Option Agreement may condition the
exercise of any Option upon the attainment of specified productivity goals by a
Company group or division or an individual Optionee.

         6. Non-Transferability of Options. No Option shall be assignable or
transferable by the Optionee, other than by will or the laws of descent and
distribution, and may be exercised during the lifetime of the Optionee only by
the Optionee or his guardian or legal representative; provided, however, that
during the Optionee?s lifetime, the Optionee may, with the consent of the
Committee, transfer without consideration all or any portion of his Options to
(i) one or more members of the Optionee?s immediate family, (ii) a trust
established for the exclusive benefit of one or more members of the Optionee?s
immediate family, or (iii) a limited liability company in which all members are
members of the Optionee's immediate family. For purposes of this Section6,
immediate "family" means the Optionee's spouse, children, stepchildren,
grandchildren, parents, stepparents, grandparents, siblings (including
half-brothers and half-sisters), in-laws, and all such relationships arising
because of legal adoption; provided, however, that any such immediate family,
and any such trust, partnership and limited liability company, shall agree to be
and shall be bound by the terms and provisions of the Plan and any applicable
Stock Option Agreement or other agreements covering the Options of the Shares.



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         7. Termination of Employment or Services as a Consultant.

         (a) Except as otherwise provided by the Committee in a Stock Option
Agreement, in the event of the termination of and/or resignation from employment
or consulting services of an Optionee with the Company and its Subsidiaries for
any reason (other than termination for cause, retirement, death, disability or
Change of Control of the Company as provided below), Options granted to him that
have not previously expired or been exercised shall be, to the extent
exercisable on the date of such termination and/or resignation (the "Termination
Date"), exercisable by the Optionee within 30 days after such Termination Date,
unless such Option is earlier terminated pursuant to its terms; provided,
however, that if a Termination Date falls within a restricted period (such as a
"Quiet Period," as may be determined by the Committee, or within a restricted
period due to tax regulations), then the Termination Date shall be determined to
be the first following date after the end of such restricted period. All Options
that are not exercisable as of the Termination Date or which are not exercised
within 30 days thereafter, shall be deemed canceled and terminated as of such
date. For the purpose of this section, the Optionee's Termination Date shall be
the date of the Optionee's "Letter of Termination" or "Letter of Resignation"
(as the case may be); provided, however, that the CEO and COO of the Company are
hereby authorized to determine the Termination Date as any other date .

         (b) In the event that an Optionee?s employment or consulting services
agreement is terminated by the Company or any of its Subsidiaries for "cause,"
all Options exercisable as of the date of such termination shall be canceled and
terminated as of such date. For these purposes, termination for "cause" shall
mean the following: the Optionee's violation of copyright/trademark protection
maintained by the Company, a Subsidiary or Affiliate; the Optionee's engaging or
assisting in any business in competition with the Company, a Subsidiary as an
employee, owner, partner, director, officer, stockholder, consultant or agent
(ownership of minority interests in publicly-traded corporations or of 5% or
less of the equity of privately-held corporations, partnerships or companies
shall not be considered competition for purposes of this Plan); the Optionee's
dishonesty, or acting in any manner inconsistent with the utmost good faith and
loyalty in the performance of the Optionee's duties; failure of the Optionee to
perform his duties to the reasonable satisfaction of the Company or its
Subsidiaries.

         8. Retirement. Except as otherwise provided by the Committee in a Stock
Option Agreement, in the event that an Optionee retires from employment with the
Company and its Subsidiaries, Options granted to him that have not previously
expired or been exercised shall, to the extent exercisable on the date of
retirement, continue to be exercisable by the Optionee in accordance with the
Stock Option Agreement under which such Options were granted. Whether or not an
Optionee has "retired" shall be determined by the Committee in its sole
discretion.

         9. Death. In the event an Optionee dies while employed by or providing
consulting services to the Company or any of its Subsidiaries, any Option
granted to him that has not previously expired or been exercised shall, to the
extent exercisable on the date of death, be exercisable by the estate of such
Optionee or by any person who acquired such Option by bequest or inheritance, at
any time within one year after the date of death of the Optionee, unless such
Option is earlier terminated pursuant to its terms. All Options that are not
exercisable as of the


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date of the Optionee's death or which are not exercised within one years
thereafter shall be deemed canceled and terminated as of such applicable date.

         10. Disability. In the event of the termination and/or resignation of
employment or consulting services of an Optionee due to total disability, the
Optionee or his guardian or legal representative, shall have the right to
exercise any Option which has not been previously exercised or expired and which
the Optionee was eligible to exercise as of the first date of total disability,
at any time within one year after such termination and/or resignation or
separation, unless such Option is earlier terminated pursuant to its terms. All
Options that are not exercisable as of the date of the Optionee's termination
and/or resignation or which are not exercised within one year thereafter shall
be deemed canceled and terminated as of such applicable date. The term "total
disability" shall, for purposes of this Plan, be defined in the same manner as
such term is defined in Section 22(e)(3) of the Code and shall be determined by
the Committee in its sole discretion.

         11. Change of Control. Except as otherwise provided by the Committee in
a Stock Option Agreement, upon a Change of Control of the Company, Options
granted to any Optionee that have not previously expired or been exercised shall
become null and void. A Change of Control shall be deemed to have occurred when:

         (a) any person (as such term is used in Section 13 of the Exchange Act
and the rules and regulations thereunder and any person acting in concert with
such person) directly or indirectly acquires or otherwise becomes entitled to
vote more than 80% of the voting power entitled to be cast at elections for
directors of the Company; or

         (b) there occurs any merger or consolidation of the Company, or any
sale, lease or exchange of all or any substantial part of the consolidated
assets of the Company and its Subsidiaries to any other person, and (i) in the
case of a merger or consolidation, the holders of outstanding stock of the
Company entitled to vote in elections of directors of the Company immediately
before such merger or consolidation (excluding for this purpose any person that
directly or indirectly owns or is entitled to vote 20% or more of the voting
power of the Company) hold less than 80% of the voting power of the survivor of
such merger or consolidation or its parent, or (ii) in the case of any such
sale, lease or exchange, the Company does not own at least 80% of the voting
power of the other person, or

         (c) one or more new directors of the Company are elected and at such
time five or more directors (or, if less, a majority of the directors) then
holding office were not nominated as candidates by a majority of the directors
in office immediately before such election.

         12. Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities, the issuance of warrants
or other rights to purchase Shares or other securities, or other similar
corporate transaction or event affects the Shares with respect to which Options
have been or may be issued


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under the Plan, such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as the Committee may deem equitable, adjust any
or all of (i) the number and type of Shares that thereafter may be made the
subject of Options, (ii) the number and type of Shares subject to outstanding
Options, and (iii) the grant or exercise price with respect to any Option, or,
if deemed appropriate, make provision for a cash payment to the holder of any
outstanding Option; provided, however, that the number of Shares subject to any
Option denominated in Shares shall always be a whole number.

         13. Tax Withholding. The Optionee shall be fully and solely responsible
for any local, state, federal and/or any other tax resulting from the grant of
the Options and/or from exercise of such options. The Company shall have the
right to withhold from such Optionee such withholding taxes as may be required
by law, or to otherwise require the Optionee to pay such withholding taxes. If
the Optionee shall fail to make such tax payments as are required, the Company
or its Subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind, including a payment of
Shares, otherwise due to such Optionee or to take such other action as may be
necessary to satisfy such withholding obligations.

         14. Right of Discharge Reserved. Nothing in the Plan nor the grant of
an Award hereunder shall confer upon any employee or other individual the right
to continue in the employment of or to continue under a consulting services
agreement with the Company or any of its Subsidiaries or affect any right that
the Company or any Subsidiary or Affiliate may have to terminate the employment
of (or to demote or to exclude from future Options under the Plan) any such
employee or consultant at any time for any reason. Except as specifically
provided by the Committee, the Company shall not be liable for the loss of
existing or potential profit from an Award granted in the event of termination
of employment or any consulting services agreement even if the termination is in
violation of an obligation of the Company or any Subsidiary of the Company to
the employee.

         15. Severability. If any provision of the Plan shall be held unlawful
or otherwise invalid or unenforceable in whole or in part, such unlawfulness,
invalidity or unenforceability shall not affect any other provision of the Plan
or part thereof, each of which remain in full force and effect. If the making of
any payment or the provision of any other benefit required under the Plan shall
be held unlawful or otherwise invalid or unenforceable, such unlawfulness,
invalidity or unenforceability shall not prevent any other payment or benefit
from being made or provided under the Plan, to the extent that it would not be
unlawful, invalid or unenforceable, and the maximum payment or benefit that
would not be unlawful, invalid or unenforceable shall be made or provided under
the Plan.

         16. Amendment and Termination of the Plan. The Board may, from time to
time, alter, amend, suspend or terminate the Plan with respect to Options that
have not been granted, subject to any requirement for stockholder approval
imposed by applicable law or any rule of any stock exchange or quotation system
on which Shares are listed or quoted; provided, however, that the Board may not
amend the Plan in any manner that would result in noncompliance with


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any applicable law. Neither the Board nor the Committee may, without the consent
of the Optionee, alter or in any way impair the rights of such Optionee under
any Award previously granted. Neither the termination of the Plan nor, except as
provided in Section 11, the Change of Control of the Company shall affect any
Option previously granted.

         Without amending the Plan, the Committee may grant Options to eligible
individuals who are foreign nationals on such terms and conditions different
from those specified in this Plan as may in the judgment of the Committee be
necessary or desirable to foster and promote achievement of the purposes of the
Plan, and, in furtherance of such purposes, the Committee may make such
modifications, amendment, procedures and the like to the Plan as may be
necessary or advisable to comply with the provisions of laws in other countries
in which the Company operates or has employees.

         17. Gender and Number. Any masculine terminology used in this Plan
document shall also include the feminine, and the definition of any term herein
in the singular shall also include the plural except when otherwise indicated by
the context.

         18. Governing Law. The Plan and all determinations made and actions
taken thereunder, to the extent not otherwise governed by the Code or the laws
of the United States, shall be governed by the laws of the State of Israel and
construed accordingly.