Exhibit 4.12



                        Employment and Services Agreement
                        ---------------------------------



                     Duly made and executed in Haifa, Israel
                           as of the ___ of March 2004

                                 by and between

                                  Attunity Ltd.
                              Company no. 520038019
                of Einstein Building, Tirat Carmel 39101, Israel
                            (Hereinafter "ATTUNITY")

                                                               OF THE FIRST PART
                                                               -----------------
                                       And

                                   Arie Gonen
                               I.D. NO. 00168950/4
                               2 Pinhas Lavon St.
                                  Haifa, Israel
                              (Hereinafter "GONEN")
                                                              OF THE SECOND PART
                                                              ------------------

WHEREAS        GONEN has acted as CEO and Chairman of the Board of ATTUNITY from
               October 1, 1987 until  November 22, 2000 and  has acted as Active
               Chairman  since November 22, 2000   until  September 1,  2002 and
               since  September 1, 2002 has  acted as  Chairman  and Interim CEO
               until the  date hereof; and

WHEREAS        ATTUNITY  wishes  to appoint GONEN as Chairman and CEO  and GONEN
               agrees to serve as  Chairman and  CEO  Attunity  on the terms and
               conditions set forth  herein;


NOW,  THEREFORE,  in condition of the mutual  promises  and  undertaking  of the
parties, it is hereby agreed as follows:


1.   DUTIES AND RESPONSIBILITIES
     ---------------------------

     1.1. Subject to the terms and  conditions of this Agreement (i) GONEN shall
          serve as Chairman of the Board of ATTUNITY,  and (ii) GONEN shall also
          serve as CEO of ATTUNITY.


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     1.2. During the term of GONEN's employment, GONEN shall:

          1.2.1. Devote his full  working  time and best efforts to the business
               and  affairs  of  ATTUNITY  and  the  performance  of his  duties
               hereunder  (this Section 1.2.1 is not  applicable to the Services
               Period as described in section 7 herein); and

          1.2.2. Not engage in or be associated  with,  directly or  indirectly,
               any competitive business, duties or pursuits; and

          1.2.3. Not undertake or accept any other paid or unpaid  employment or
               occupation  or  engage  in or be  associated  with,  directly  or
               indirectly,  any  other  businesses,  duties or  pursuits  to the
               extent such activities will materially  interfere with his duties
               hereunder  (this Section 1.2.1 is not  applicable to the Services
               Period as described in section 7 herein).

     1.3. GONEN  agrees  that  during  a one year  period  ("One  Year  Period")
          starting  January 25, 2004 and ending  January  24,  2005,  GONEN will
          spend at  least  sixty  six  percent  (66%) of his time in the  United
          States.  However,  GONEN will be entitled to spend less than sixty six
          percent (66%) of his time in the United States upon the  occurrence of
          any of the following events:

          1.3.1. GONEN's  employment  is  terminated  by  Attunity  (except  for
               Justifiable Cause).

          1.3.2. GONEN stop serving as CEO at the Company's request.

          1.3.3. GONEN's is  requested by the Board of Directors of ATTUNITY not
               to spend sixty six percent (66%) of his time in the United States
               during the One Year Period.

          1.3.4. Change of Control.

     1.4. For the purposes of this agreement, "Change of Control" shall mean:

          1.4.1. The  approval  by the  stockholders  of ATTUNITY of a merger or
               consolidation of ATTUNITY with any other corporation,  other than
               a merger  or  consolidation  which  would  result  in the  voting
               securities  of ATTUNITY  outstanding  immediately  prior  thereto
               continuing to represent (either


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               by remaining outstanding or by being converted into securities of
               the  surviving  entity)  sixty percent (60%) or more of the total
               voting power  represented by the voting securities of ATTUNITY or
               such surviving entity  outstanding  immediately after such merger
               consolidation; or

          1.4.2. Any "person" (as that term is used in Sections  13(d) and 14(d)
               of the Securities  Exchange Act of 1934, as amended) becoming the
               "beneficial owner" (as defined in Rule 13d-3 under the Securities
               Exchange Act of 1934,  as amended),  directly or  indirectly,  of
               securities  of  ATTUNITY  representing  60% or more of the  total
               voting power  represented by ATTUNITY's then  outstanding  voting
               securities;


2.   TERM AND TERMINATION

     2.1. This Agreement shall commence as of January 1, 2004 and will remain in
          effect until the end of the term of the Services Period (as defined in
          Section 7.2 below),  unless earlier  terminated in accordance with the
          terms and provisions of this Section 2.

     2.2. ATTUNITY  shall have the right to terminate this Agreement at any time
          for  Justifiable  Cause (as  hereunder  defined) as  determined by the
          board of  directors of ATTUNITY,  by giving  GONEN  written  notice of
          termination  for  cause.  In  such  event,   this  Agreement  and  the
          employment  relationship shall be deemed  effectively  terminated upon
          the time of delivery of such notice.

          The term "Justifiable  Cause" shall mean (a) a serious breach of trust
          including but not limited to theft, embezzlement,  breach of fiduciary
          duty,  prohibited  disclosure  to  unauthorized  person or entities of
          confidential or proprietary information of or relating to ATTUNITY and
          the engaging by GONEN in any prohibited businesses  competitive to the
          business of ATTUNITY and its  subsidiaries,  affiliates  or associated
          companies,  or (b) any willful  failure to perform  competently any of
          GONEN's  fundamental  functions  or duties  hereunder  or other  cause
          justifying termination or dismissal under applicable law.

     2.3. During the period  following the  Termination  of Employment  Date (as
          defined in Section 7.1 below), GONEN shall cooperate with ATTUNITY and
          use his best




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          efforts to assist the integration into ATTUNITY's  organization of the
          person or persons who will assume GONEN's responsibilities.


     3.   COMPENSATION

          3.1. Commencing   January  1,  2004  and  until  the   Termination  of
               Employment  Date (as defined in Section 7 below),  ATTUNITY shall
               pay  GONEN as  compensation  a  monthly  gross  salary  of ninety
               thousand  (90,000) New Israel Shekels  ("NIS")  payable until the
               9th of the following month (the "Gross Salary"). The Gross Salary
               payable each month shall be linked to the Israeli  Consumer Price
               Index published by the Israeli Central Statistic Bureau. The base
               index will be the index of December 2003. The Gross Salary can be
               only  increased  as a result of changes in the  Israeli  Consumer
               Price Index. Such  compensation  shall be comprehensive and all -
               inclusive  in that it shall be deemed  to  include  all  overtime
               payments according to the terms of the Working Hours and Rest Law
               5711 - 1951 or any  other  similar  law or  provision  which  may
               apply.

          3.2. GONEN  shall be  entitled  to the use of an  automobile  owned by
               ATTUNITY  ("Company  Car"),  the price of which  will not  exceed
               seventy  five  thousand  ($75,000)  US  Dollars.  ATTUNITY  shall
               reimburse  GONEN for all expenses  relating to the use and upkeep
               of such  automobile.  ATTUNITY  will  replace such Company Car at
               least every  forty-eight  (48) months.  Upon  termination of this
               Agreement for any reason,  GONEN will have the option to purchase
               such   automobile   at  its  book  value  at  the  time  of  such
               termination.  GONEN will keep his  Company Car for six (6) months
               commencing  from the Termination of Employment Date as set for in
               Section 7 herein.

          3.3. GONEN  shall  be  entitled  to full  reimbursement  for his  home
               telephone expenses, including calls made abroad.

          3.4. GONEN  shall  be   entitled   to  a  refund  for   all-reasonable
               entertainment and living expenses both in Israel and abroad, upon
               the  furnishing  of  receipts,  relating to his  employment  with
               ATTUNITY.

          3.5. ATTUNITY and GONEN shall obtain and maintain  Managers  Insurance
               (Bituach  Menahalim)  in the  customary  form  for the  exclusive
               benefit of GONEN. ATTUNITY shall pay an amount equal to 13.33% of
               each monthly Gross Salary payment towards the premiums payable in
               respect of such insurance. GONEN shall pay, by deduction from


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               salary, 5% of each monthly Gross Salary and ATTUNITY shall pay an
               additional  amount equal to 2.5% of each monthly Gross Salary for
               insurance  against  disability.  It is hereby agreed that GONEN's
               benefits under the foregoing insurance shall come in lieu of, and
               as full and final  substitution  for severance pay to which GONEN
               may otherwise be entitled under applicable law.

               When GONEN's  employment  is  terminated  for  whatsoever  reason
               (except  for  Justifiable  Cause)  GONEN  will be  entitled  to a
               severance  payment that is calculated at two times his last Gross
               Salary (as described in Section 3.1)  multiplied by the number of
               years since October 1, 1987,  less the amount  accumulated in the
               severance  component of the Manager Insurance specified above and
               GONEN's Managers Insurance will transferred to GONEN.

          3.6. GONEN shall be entitled to "Keren  Hishtalmut"  as customary  for
               all ATTUNITY employees.

          3.7. GONEN shall be  entitled  to paid annual  vacation of twenty five
               (25)  working  days,  based on five (5) working  days week,  with
               respect  to and  during  each  twelve  (12)  month  period of his
               employment hereunder.  Such vacation, in respect to any year, may
               be  carried  forward.  GONEN  will be  entitled  to be  paid  for
               unutilized accrued vacation on a yearly basis. However, Gonen has
               waived his accrued vacation until December 31, 2002.

          3.8. In the event that GONEN  shall be  required  by ATTUNITY to spend
               time abroad, he shall be entitled to a special grant equal to the
               amount of days he has spent outside Israel  multiplied by a daily
               rate of one  hundred  and  thirty  four  US  Dollars  ($134),  in
               addition to the reimbursement of his expenses as specified in 3.4
               above.

          3.9. GONEN shall be entitled  to a bonus  according  to the Bonus Plan
               attached hereto as Schedule 1. In addition,  commencing 2002, the
               Board  of  Directors   will  be  entitled  to  award  GONEN  with
               additional  bonuses,  which shall not exceed One Hundred Thousand
               US Dollars ($100,000) per calendar year.

          3.10.Subject to GONEN's  fulfillment of his obligations  under Section
               1.3 herein, GONEN has been granted six hundred thousand (600,000)
               stock options to purchase Ordinary Shares of ATTUNITY pursuant to
               ATTUNITY's  2003  Employee  Stock Option Plan at a price of $1.92
               per share to be vested only upon a Change of Control.


<PAGE>




               Those options are exercisable upon a Change of Control as defined
               above.

          3.11.GONEN  agrees  and  accepts   that  in  January   2002   ATTUNITY
               implemented a 20%  temporary  salary  reduction  plan for all its
               employees and as long as this reduction plan for all employees is
               not changed  Gonen's  Gross  Salary will be reduced by 20%.  This
               reduction  will not  apply to  section  3.5  regarding  which the
               salary mentioned in section 3.1 shall prevail.


4.   PROPRIETARY INFORMATION

     4.1. GONEN  acknowledges  and  agrees  that  ATTUNITY  possesses  and  will
          continue  to  possess  and  acquire  information,  trade  secrets  and
          technology  that has been created,  discovered  or  developed,  or has
          otherwise  become known to ATTUNITY in the field of computer  software
          and services, including without limitation, information and technology
          that has been  assigned  or  otherwise  conveyed  to  ATTUNITY,  which
          information has commercial  value in the business in which ATTUNITY is
          engaged.  Such  information,  whether  documentary,  written  oral  or
          computer  generated,  shall  be  deemed  to  be  and  referred  to  as
          "Proprietary Information",  which includes but is not limited to trade
          marks,  trade  secrets,  copyrights,  processes,  formulas,  data  and
          know-how, improvements,  inventions,  techniques, products, forecasts,
          third party products and know-how and customer lists.

     4.2. Proprietary  Information  shall  be  deemed  to  include  any  and all
          proprietary  information  disclosed  by or on behalf of  ATTUNITY  and
          irrespective of form but excluding  information  that (a) was known to
          GONEN prior to his  association  with ATTUNITY and can be so proven by
          GONEN;  (b) shall have become a part of the public knowledge except as
          a result of breach of this  Agreement  by GONEN;  (c) shall  have been
          received  by GONEN from a third  party  having no  obligation  towards
          ATTUNITY;  (d) reflects  general skills and  experience  gained during
          GONEN's employment by ATTUNITY;  or (e) reflects  information and data
          generally  known  within the  industries  or trades in which  ATTUNITY
          competes.

     4.3. GONEN agrees and declares that all  Proprietary  Information,  patents
          and other rights in connection therewith shall be the sole property of
          ATTUNITY and it's assigns. At all times, both during his employment by
          ATTUNITY and after its termination, GONEN will not use or disclose any
          Proprietary  Information  or  anything  relating  thereto  without the
          written consent



<PAGE>



          of  ATTUNITY  except as may be  necessary  in the  ordinary  course of
          performing his duties hereunder.

     4.4. Should,  for any  reason,  any one or more of the terms  contained  in
          Sub-Paragraphs  4.1.  4.2.  And  4.3 of this  Section  4 be held to be
          excessively  broad with regard to time,  geographic scope or activity,
          that term shall be  construed  in a manner to enable it to be enforced
          to the extant compatible with applicable law.

     4.5. GONEN's  undertakings  in this  Paragraph 4 shall remain in full force
          and effect for two (2) years after termination of this Agreement.


5.   NON-COMPETITION

     GONEN  agrees  and  undertakes  that he will not,  during  the term of this
     Agreement  (including  the  Service  Period)  and for a period  of one year
     thereafter:

     5.1. Directly or  indirectly,  as owner,  partner,  joint  venturer,  stock
          holder,  employee,   broker,  agent,  principal,   trustee,  corporate
          officer,  director,  licensor,  licensee  or any  capacity  whatsoever
          engage in, become  financially  interested in, be employed by, or have
          any  connection  with in Israel or any other  country any  business or
          venture  worldwide that is engaged in any activities  involving either
          (a) products or services  similar to the actual products then produced
          by ATTUNITY or its  subsidiaries  or  affiliates,  or (b)  information
          processes,   technology   or  equipment  in  which   ATTUNITY  or  its
          subsidiaries or affiliates then has a proprietary interest;  provided,
          however that GONEN may own any securities of any corporation  which is
          engaged in such business and is and is publicly-owned and trade but in
          any  amount  not to  exceed at any one time ten  percent  (10%) of any
          class of stock or  securities  of such  company,  so long as he has no
          active role in the publicly-owned and traded company as traded company
          as director, employee, consultant or otherwise.

     5.2. Employ (other that through  ATTUNITY or its  subsidiaries)  any person
          employed by ATTUNITY  during the  previous  twelve (12) months for any
          purpose or in any place in any  business in which he is deemed to be a
          control  person as defined  under any  Israeli or U.S.  securities  or
          banking laws or regulations.

     5.3. Should,  for any  reason,  any one or more of the terms  contained  in
          Sub-Paragraphs 5.1 and 5.2 of this



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          Section  5 be  held to be  excessively  broad  with  regard  to  time,
          geographic scope or activity, that term shall be construed in a manner
          to enable it to be enforced to the extent  compatible  with applicable
          law.


6.   NO RESTRICTION ON EMPLOYMENT

     GONENrepresents  and  warrants  that on the  date  hereof  he is free to be
     employed by ATTUNITY  upon the terms  contained in this  Agreement and that
     there are no  employment  contracts,  consulting  contracts or  restrictive
     covenants preventing full performance of his duties hereunder.


7.   TERMINATION OF GONEN's EMPLOYMENT AND THE SERVICES PERIOD

     7.1. ATTUNITY  has the  right  to  change  GONEN's  position  as CEO  while
          continuing  GONEN's  employment  with  ATTUNITY,  and such  change  of
          position shall not  constitute  termination of employment for purposes
          of this Section 7 of this Agreement or for any other purpose. ATTUNITY
          shall give GONEN at least  thirty (30) days notice of the  termination
          of his  employment  with  ATTUNITY.  If GONEN wishes to terminate  his
          employment with Attunity,  he shall give ATTUNITY at least thirty (30)
          days written  notice.  (collectively  the  "Termination  of Employment
          Date")

     7.2. After the Termination of Employment  Date, GONEN shall not be entitled
          to the Gross  Salary  and the other  benefits  specified  in Section 3
          above  (except as expressly  specified in Section 3.2 and according to
          Sections  3.9 and  3.10) and the  following  provisions  will  instead
          apply:

          7.2.1. For a period  of  thirty  six  (36)  months  commencing  on the
               Termination  of Employment  Date (the "Services  Period"),  GONEN
               undertakes  to provide up to fifty four (54) hours of  consulting
               services  per month to  ATTUNITY  and not more than One  thousand
               nine hundred forty four (1,944) hours on an  accumulative  basis.
               The Board of ATTUNITY will exclusively  determine  GONEN's duties
               and title during the Services  Period.  GONEN will be entitled to
               all the  payments  under this  Section 7.2 herein  regardless  of
               whether ATTUNITY utilizes GONEN's services.

               GONEN  recognizes  that from time to time the Board might require
               from GONEN to provide more


<PAGE>


               than fifty four (54) hours per month.  In such events  GONEN will
               make his best  effort to  comply  with  such  requests,  however,
               GONEN's accumulative commitment will not exceed one thousand nine
               hundred forty four (1,944) hours for the Services Period.

          7.2.2. In the event that GONEN will be  required by ATTUNITY to travel
               abroad, a full day will be calculated at eight (8) hours and will
               include  GONEN's  flying time.  In such an event,  GONEN shall be
               entitled to a payment  that is equal to the amount of days he has
               spent  outside  Israel  multiplied by a daily rate of one hundred
               thirty four US Dollars ($134),  in addition to the  reimbursement
               of his reasonable expenses, in accordance with ATTUNITY'S expense
               reimbursement policy.

          7.2.3. In  consideration  for  GONEN's  availability  to  provide  the
               Consulting  Services during the Services  Period,  ATTUNITY shall
               pay GONEN thirty six (36) monthly  payments of thirteen  thousand
               five hundred US Dollars ($13,500) plus VAT (the  "Payments"),  to
               be paid by the 25th of each month.  GONEN will  furnish  ATTUNITY
               with an invoice for each month by the 30th of the month. Payments
               will   be  made  in  NIS  in   accordance   with  a  last   known
               representative exchange rate published by the Bank of Israel.

               These  monthly  payments  will  not be  changed  as  long  as the
               cumulative  commitment specified in section 7.2.1 will not exceed
               one  thousand  nine  hundred  forty  four  (1,944)  hours for the
               Services Period.

     7.3. In the event that  ATTUNITY  wishes to  terminate  GONEN's  employment
          agreement  with ATTUNITY due to the failure of ATTUNITY to achieve its
          financial  milestones  agreed  to from  time to time by GONEN  and the
          Board of Directors of ATTUNITY,  in writing,  ATTUNITY  shall have the
          right to pay GONEN a one-time, upfront lump-sum payment of two hundred
          and fifty thousand US Dollars  ($250,000) instead of the payments that
          GONEN is entitled to receive during the Services  Period  described in
          sections  7.2.1,  7.2.2,  and 7.21.3 and GONEN will not be required to
          provide the related services.

     7.4. The parties  acknowledge that during the Services  Period,  there will
          not be any employer - employee


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          relationship between ATTUNITY and GONEN and GONEN will be acting as an
          independent contractor.


8.   GENERAL PROVISIONS


     8.1. This  Agreement  shall not be amended,  modified or varied by any oral
          agreement or representation or otherwise than by a written  instrument
          executed by both parties or by their duly authorized representative.

     8.2. No failure,  delay or  forbearance  of either party in exercising  any
          power or right  hereunder  shall in any way restrict or diminish  such
          party's rights and powers under this Agreement, or operate as a waiver
          of any of the terms or conditions hereof.

     8.3. If any term or provision of this Agreement shall be declared  invalid,
          illegal,  or  unenforceable,  to the extent that a court shall deem it
          reasonable  to  enforce  such  term or  provision  and if such term or
          provision shall be unreasonable to enforce to any extent, such term or
          provision  shall be severed  and all  remaining  terms and  provisions
          shall be unaffected and shall continue in full force and effect.

     8.4. The terms and  conditions  of this  Agreement  supersede  those of all
          previous agreements and arrangements, either written or oral, relating
          to the subject  hereof,  including the  Employment  Agreement  between
          ATTUNITY and GONEN dated  January 1, 1996 and  including the Agreement
          dated September 1, 2002.

     8.5. This  Agreement  is  personal  to GONEN and GONEN  shall not assign or
          delegate his rights or duties to a third  party,  whether by contract,
          will or operation of law,  without  ATTUNITY's  prior written consent,
          except moneys and compensation rights that may be passed to his heirs.

     8.6. This Agreement shall inure to the benefit of ATTUNITY's successors and
          assigns.

     8.7. Each  notice  and/or  demand  given  by one  party  pursuant  to  this
          Agreement  shall be given in writing  and shall be sent by  registered
          mail to the other  party at the  address  appearing  in the caption of
          this  Agreement or by facsimile and such notice and/or demand shall be
          deemed given at the  expiration of twelve (12) hours after dispatch by
          facsimile,  three (3) days from the date of mailing by registered mail
          or immediately if


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          delivered by hand.  Such address  shall be effective  unless notice of
          change in address is provided by registered mail to the other party.

     8.8. Any dispute  arising out of or in connection with this Agreement will,
          in the  failure of the  parties  to reach an  amicable  agreement,  be
          finally  settled by a single  arbitrator  appointed in accordance with
          the  agreement  of the  parties.  In the absence of  agreement  within
          twenty  one (21) days from the  written  request  of one party for the
          appointment  of  an  arbitrator,  the  chairman  of  the  Israeli  Bar
          Association shall appoint an arbitrator.

          The  arbitrator   shall  be  a  lawyer   knowledgeable   in  the  laws
          appertaining to computers and software.  The arbitrator shall be bound
          in his  deliberations  by the substantive  laws of the State of Israel
          and shall provide the parties with written reasons for his decision.

     8.9  This  Agreement  is subject to the  required  corporate  approvals  of
          Attunity.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.


Attunity Ltd.                                                    Arie Gonen



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


<PAGE>


                             SCHEDULE 1 - BONUS PLAN

GONEN will receive a bonus according to the following:

1.   Commencing  January 1, 2004 and until December 31, 2007,  ATTUNITY will pay
     GONEN nine percent (9%) of all licenses and maintenance  revenues  received
     by ATTUNITY from International Distributors, which the Board assigned GONEN
     to appoint (including the International  Distributors were appointed during
     2002).  This bonus will be paid  within  sixty (60) days of the  receipt of
     payments from the Internal  Distributors.  However,  this yearly bonus will
     not  exceed  the lower of (i) five  percent  (5%) of the  yearly net profit
     excluding  impairment of intangible Assets of ATTUNITY and (ii) one hundred
     thousand US Dollars ($100,000) per year.

2.   GONEN will also  receive an  additional  bonus that is equal to six percent
     (6%) of revenues received from Oracle (Transparent  Gateway) in 2004. These
     bonuses will be paid within  fourteen  (14) days of the receipt of payments
     from Oracle.

3.   In the event that GONEN will be  assigned  by the Board to raise  funds for
     ATTUNITY  in any form  including  equity  and  convertible  debentures  and
     exercise of Warrants.  GONEN will be entitled to three-year warrants at the
     closing  price  of fund  raising  deal of up to seven  percent  (7%) of the
     amount of shares  that were  issued  in the fund  raising  deal,  the exact
     percentage to be determined by the Board of ATTUNITY. To remove doubt, this
     provision will only apply to investors introduced to ATTUNITY by GONEN.

4.   In the event that ATTUNITY  will be acquired in a merger or an  acquisition
     transaction,  GONEN will be entitled  to a fee that is up to seven  percent
     (7%) of the total value of the  consideration  paid for  ATTUNITY in such a
     transaction,  the  exact  percentage  to be  determined  by  the  Board  of
     ATTUNITY.  However,  the percentage will be no less than three percent (3%)
     in the  event  that the  closing  of the  acquisition  occurs  on or before
     December  31,  2004;  two percent  (2%) if the  closing of the  acquisition
     transaction  occurs at any time  between  January 1, 2005 and  December 31,
     2005 and one  percent  (1%) if the closing of the  acquisition  transaction
     occurs  at any  time  between  January  1,  2006  and  December  31,  2007.
     Thereafter,  GONEN shall not be entitled to any fee in  connection  with or
     relating to an acquisition transaction.