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                                                                   Exhibit 10.11

                             PRIME RESPONSE, INC.

                    1999 OUTSIDE DIRECTOR STOCK OPTION PLAN

1.   Purpose
     -------

The purpose of this 1999 Outside Director Stock Option Plan (the "Plan") of
Prime Response, Inc. a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate outside directors of the Company by providing such
directors with equity ownership opportunities and performance-based incentives
and thereby better aligning the interests of such persons with those of the
Company's stockholders.

2.   Eligibility
     -----------

Each director of the Company who is not an employee of the Company (an "Eligible
Director") is eligible to be granted options (an "Option") under the Plan.  Any
person who has been granted an Option under the Plan shall be deemed a
"Participant."

3.   Administration, Delegation
     --------------------------

      The Plan will be administered by the Board of Directors of the Company
(the "Board").  The Board shall have authority to adopt, amend and repeal such
administrative rules, guidelines and practices relating to the Plan as it shall
deem advisable.  The Board may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Option in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency.  All decisions by the Board shall be
made in the Board's sole discretion and shall be final and binding on all
persons having or claiming any interest in the Plan or in any Option.  No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

4.   Stock Available for Options
     ---------------------------

     a.  Number of Shares.  Subject to adjustment under Section 4(b), Options
         ----------------
may be made under the Plan for up to 200,000 shares of common stock, $.01 par
value per share, of the Company (the "Common Stock"), after giving effect to the
0.75 to one reverse stock split authorized by the Board of Directors on November
15, 1999, subject to stockholder approval (the "Reverse Split").  If any Option
expires or is terminated, surrendered or canceled without having been fully
exercised or is forfeited in whole or in part or results in any Common Stock not
being issued, the unused Common Stock covered by such Option shall again be
available for the grant of Options under the Plan.  Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or treasury
shares.

     b.  Adjustment to Common Stock.  In the event of any stock split, stock
         --------------------------
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to
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holders of Common Stock other than a normal cash dividend, (i) the number and
class of securities available under this Plan, (ii) the number and class of
securities and exercise price per share subject to each outstanding Option, and
(iii) the number and class of securities available for automatic grants shall be
appropriately adjusted by the Company (or substituted Options may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate. If this Section 4(b)
applies and Section 6(c) also applies to any event, Section 6(c) shall be
applicable to such event, and this Section 4(b) shall not be applicable.

5.   Stock Options
     -------------

     a.  Automatic Grants.
         ----------------

         (i)   Each Eligible Director who is serving on the Board on the
               effective date (the "Effective Date") of the initial public
               offering (the "IPO") of the Common Stock and who continues to
               serve after the closing of the IPO (each, an "IPO Director")
               shall be granted an Option to purchase 20,000 shares of Common
               Stock, after giving effect to the Reverse Split, as of the
               Effective Date.

         (ii)  Each Eligible Director who is not an IPO Director shall be
               granted an Option to purchase 20,000 shares of Common Stock at
               the close of business on the date such Eligible Director is first
               elected to serve on the Board.

         (iii) Each Eligible Director who is serving on the Board at the
               adjournment of any annual meeting which begins after the date of
               his or her election shall be granted an Option to purchase
               10,0000 shares of Common Stock, after giving effect to the
               Reverse Split, at the close of business on the date of each such
               adjournment.

     b.  Option Exercise Price.  The option exercise price per share for each
         ---------------------
Option granted under the Plan shall equal (i) the last reported sales price per
share of the Company's Common Stock as listed on a nationally recognized
securities exchange or the Nasdaq National Market, as the case may be, on the
date of grant (or, if no such price is reported on such date, such price as
reported on the nearest preceding day); or (ii) the fair market value of the
stock on the date of grant, as determined by the Board of Directors, if the
Common Stock is not publicly traded.  Notwithstanding the preceding sentence,
the option exercise price per share for each Option granted on the Effective
Date shall be the price per share for which the Common Stock was offered to the
public.

     c.  Exercise Period.  Each Option shall immediately vest and be
         ---------------
exercisable.  In addition, no Option may be exercised more than one year after
the Participant ceases to serve as a director of the Company.  No Option shall
be exercisable after the expiration of ten (10) years from the date of grant or
prior to approval of the Plan by the stockholders of the Company.

     d.  Payment Upon Exercise.  Common Stock purchased upon the exercise of an
         ---------------------
Option granted under the Plan shall be paid for as follows:

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          i.   in cash or by check, payable to the order of the Company;

          ii.  except as the Board may otherwise provide in an Option Agreement,
by delivery of an irrevocable and unconditional undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds to pay the exercise
price, or by delivery by the Participant to the Company of a copy of irrevocable
and unconditional instructions to a creditworthy broker to deliver promptly to
the Company cash or a check sufficient to pay the exercise price;

          iii. to the extent permitted by the Board and explicitly provided in
an Option Agreement (i) by delivery of shares of Common Stock owned by the
Participant valued at their fair market value as determined by the Board in good
faith ("Fair Market Value"), which Common Stock was owned by the Participant at
least six months prior to such delivery, (ii) by delivery of a promissory note
of the Participant to the Company on terms determined by the Board, or (iii) by
payment of such other lawful consideration as the Board may determine; or

          iv.  by any combination of the above permitted forms of payment.

6.   General Provisions Applicable to Options
     ----------------------------------------

     a.  Transferability of Options.  Except as the Board may otherwise
         --------------------------
determine or provide in an Option, Options shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant.  References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

     b.  Documentation.  Each Option under the Plan shall be evidenced by a
         -------------
written instrument in such form as the Board shall determine.  Each Option may
contain terms and conditions in addition to those set forth in the Plan.

     c.  Acquisition Events.  The Company shall give the Participant ten (10)
         ------------------
days notice of an Acquisition Event (as defined below), and the Option shall
expire upon the Acquisition Event.  An "Acquisition Event" shall mean:  (a) any
merger or consolidation which results in the voting securities of the Company
outstanding immediately prior thereto representing immediately thereafter
(either by remaining outstanding or by being converted into voting securities of
the surviving or acquiring entity) less than 50% of the combined voting power of
the voting securities of the Company or such surviving or acquiring entity
outstanding immediately after such merger or consolidation; (b) any sale of all
or substantially all of the assets of the Company; or (c) the complete
liquidation of the Company.

     d.  Conditions on Delivery of Stock.  The Company will not be obligated to
         -------------------------------
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Option have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company

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such representations or agreements as the Company may consider appropriate to
satisfy the requirements of any applicable laws, rules or regulations.

7.   Miscellaneous
     -------------

     a.  No Right To Board Membership or Other Status.  Neither the Plan nor the
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granting of an Option shall be construed as giving a Participant the right to
continue as a director of the Company.

     b.  No Rights As Stockholder.  Subject to the provisions of the applicable
         ------------------------
Options, no Participant or beneficiary designated by the Participant shall have
any rights as a stockholder with respect to any shares of Common Stock to be
distributed with respect to an Option until becoming the record holder of such
shares.

     c.  Effective Date and Term of Plan.  The Plan shall become effective on
         -------------------------------
the date on which it is adopted by the Board.  No Options shall be granted under
the Plan after the completion of ten years from the date on which the Plan was
adopted by the Board, but Options previously granted may extend beyond that
date.

     d.  Amendment of Plan.  The Board may amend, suspend or terminate the Plan
         -----------------
or any portion thereof at any time.

     e.  Governing Law.  The provisions of the Plan and all Options made
         -------------
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

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                             PRIME RESPONSE, INC.

                      Nonstatutory Stock Option Agreement
             Granted Under 1999 Outside Director Stock Option Plan
             -----------------------------------------------------

1.   Grant of Option.
     ---------------

This agreement evidences the grant by Prime Response, Inc., a Delaware
corporation (the "Company"), on [___________, ____] (the "Grant Date") to
[__________________], a director of the Company (the "Participant"), of an
option to purchase, in whole or in part, on the terms provided herein and in the
Company's 1999 Outside Director Stock Option Plan (the "Plan"),  a total of
[___________] shares of common stock, $.01 par value per share, of the Company
("Common Stock") (the "Shares") at $[__________] per Share.  Unless earlier
terminated, this option shall expire on the tenth anniversary of the Grant Date
(the "Final Exercise Date").

It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant," as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.

2.   Vesting Schedule.
     ----------------

This option will become exercisable ("vest") as to 100% of the original number
of Shares on the Grant Date.  This option shall expire upon, and will not be
exercisable after, the Final Exercise Date.

The right of exercise shall be cumulative so that to the extent the option is
not exercised in any period to the maximum extent permissible it shall continue
to be exercisable, in whole or in part, with respect to all shares for which it
is vested until the earlier of the Final Exercise Date or the termination of
this option under Section 3 hereof or the Plan.

3.   Exercise of Option.
     ------------------

     a.  Form of Exercise.  Each election to exercise this option shall be in
         ----------------
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan.  The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share.

     b.  Exercise Period.  Each Option shall immediately vest and be
         ---------------
exercisable.  In addition, no Option may be exercised more than one year after
the Participant ceases to serve as a director of the Company.  No Option shall
be exercisable after the expiration of ten (10) years from the date of grant or
prior to approval of the Plan by the stockholders of the Company.

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4.   Nontransferability of Option.
     ----------------------------

This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.

5.   Provisions of the Plan.
     ----------------------

This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.

IN WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer.  This option shall take effect as
a sealed instrument.

                                 PRIME RESPONSE, INC.


Dated: ______________________    By: ___________________________________________

                                 Name: _________________________________________

                                 Title: ________________________________________

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                           PARTICIPANT'S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.  The undersigned hereby acknowledges receipt of a copy of
the Prime Response, Inc. 1999 Outside Director Stock Option Plan.

                              PARTICIPANT:

                              __________________________________________________

                              Name:    _________________________________________
                              Address: _________________________________________
                                       _________________________________________
                                       _________________________________________

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