Exhibit 4.13


                                 LOAN AGREEMENT
                                 --------------

        THIS LOAN AGREEMENT  (this  "Agreement")  made as of the 3rd day of June
2004, by and between  Attunity  Ltd., an Israeli  company number  520038019,  of
Einstein  Building,  Tirat  Hacarmel,  Israel  39101  (the  "Company"),   Plenus
Technologies, Ltd. ("Plenus" or the "Lender").

                              W I T N E S S E T H:

        WHEREAS, the Company wishes to obtain a lending facility from the Lender
on the terms and conditions set forth in this Agreement; and

        WHEREAS,  the Lender is willing to make available a lending  facility to
the Company on the terms and conditions set forth in this Agreement.

        NOW THEREFORE, the parties hereto hereby agree as follows:

        1. Loan, Warrant and Security.

        1.1 Credit Line Amount.  The Lender hereby  undertakes to make available
to the Company a revolving  credit  facility  in the  aggregate  amount of three
million dollars ($3,000,000) (the "Credit Line Amount").

        1.2   Disbursement.   The  Credit  Line  Amount  shall  be  provided  in
installments of not less than two hundred and fifty thousand dollars  ($250,000)
each  ("Installment(s)"),  upon the  later  of:  (i)  seven  (7)  business  days
following the date on which Plenus receives a written  disbursement request from
the Company  stating the exact  amount the  Company  wishes to receive  from the
Lenders (the "Disbursement Request"), or (ii) the disbursement date specified in
the Disbursement Request;  provided,  however, that such later disbursement date
must  always be  within  the Term (as  defined  in  Section  1.6  hereof).  Each
Installment  shall be  transferred by the Lender to the Company by means of wire
transfer  in  accordance  with wire  instructions  to be  provided in writing to
Plenus by the Company from time to time, or, if no other instructions are given,
to:

Attunity Ltd.
United Mizrahi Bank
26, Haneviim Street
Haifa, ISRAEL
Hadar Branch Haifa, # 441
Account # 578600
Swift code: MIZBILITA

        1.3 Delivery of Documents.  Concurrently with the execution and delivery
of this  Agreement the Company shall deliver to Plenus the document  referred to
in clauses (i) and (ii) below, and within thirty (30) days thereafter all of the
other documents  referred to in clauses (iii) through (vi) below: (i) a warrant,
in the form attached hereto as Exhibit A (the "Warrant"), in the name of Plenus,
for the purchase of Warrant Shares (as defined in the


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                                       2

Warrant)  in  accordance  with the terms of the  Warrant,  duly  executed by the
Company;  (ii) a Floating Charge Agreement (the "Floating Charge Agreement") and
a Fixed  Charge  Agreement  (the "Fixed  Charge  Agreement")  by and between the
Lender,  Co-lenders and the Company,  in the forms attached hereto as Exhibit B1
and Exhibit B2,  respectively,  duly  executed by the  Company;  (iii) copies of
forms for  creating a floating  charge (as per Exhibit C1) and fixed  charge (as
per Exhibit C2), both duly signed by the Company and stamped to indicate  filing
with the Israeli  Registrar of Companies,  and  certificates  of registration of
such  floating  charge  and  fixed  charge ; (iv)  true and  correct  copies  of
resolutions of the Company's  Board of Directors (a)  authorizing the Company to
enter into this Agreement,  the Floating  Charge  Agreement and the Fixed Charge
Agreement, (b) authorizing the issuance of the Warrant to Plenus and reserving a
sufficient  number of Ordinary Shares to be issued upon exercise of the Warrant,
in the event that Plenus  elects to exercise the Warrant  into such shares,  and
(c)  authorizing  an officer of the  Company to execute  and deliver all of such
documents and their respective exhibits and schedules; (v) waivers, consents and
approvals in respect of the transactions contemplated herein, including, but not
limited to, regarding  pre-emptive rights,  registration rights and other rights
of third parties,  including,  without  limitation,  creditors and  governmental
entities,  if applicable;  and (vi) a legal opinion by counsel to the Company, a
copy of which is attached hereto as Exhibit D.

The date on which all of the above documentation shall be delivered to Plenus to
its  satisfaction  shall be referred to herein as the  "Closing  Date".  For the
purposes of this  Agreement,  including all of its  schedules and exhibits,  the
"Effective Date" shall be deemed the date hereof.

Without  detracting from the Company's  obligation to timely furnish Plenus with
all of the documents set forth above,  the  obligations  of the Lender  pursuant
hereto  shall be subject to  receipt  of all of such  documents,  and the Lender
shall  have the right to  terminate  this  Agreement  by  written  notice to the
Company  should the Company  breach its obligation to furnish the said documents
within the specified period.

        1.4  Security.  In accordance  with the terms and the  conditions of the
Floating Charge Agreement and the Fixed Charge Agreement,  the Company agrees to
secure the repayment of any amount borrowed hereunder (the "Principal  Amount"),
any accrued and unpaid  Interest (as defined  below) and the Credit Line Fee (as
defined  below),  by creating a first priority  floating charge on the Company's
present  and  future  tangible  and  intangible  assets  and rights of any kind,
whether  contingent or absolute,  as more fully set forth in the Floating Charge
Agreement,  and a first  priority fixed charge on the Company's  technology,  as
more fully set forth in the Fixed Charge Agreement for the benefit of the Lender
and for the benefit of the entities specified as Co-lenders in Schedule 1 hereto
(the "Co-lenders").

        1.5 Seniority.  The  indebtedness  evidenced by this Agreement is hereby
expressly  stated to be  senior in right of  payment  to any  current  or future
indebtedness  of the Company  (whether  reflected in the balance  sheet or not),
except  for the  indebtedness  incurred  in the  Company's  ordinary  course  of
business.


        1.6 Term. The term during which the Credit Line Amount according to this
Agreement shall be made available by the Lender to the Company (the "Term") will
commence on the Closing Date and terminate twenty four (24) months following the
Effective




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                                       3

Date, unless this Agreement is earlier terminated or repayment is accelerated in
accordance with this Agreement.


        2. Payments.

        2.1 Principal Amount.  The outstanding and unpaid Principal Amount shall
be due and payable, in one payment,  twenty-four (24) months after the Effective
Date (the "Repayment Date").

        2.2 Interest on Principal.  The Company shall pay to the Lender interest
on the Principal Amount  outstanding from time to time  (denominated in dollars)
at an  annual  rate of six and  one-half  percent  (6.5%),  calculated  from the
disbursement  date of each  Installment  until  the  date of  repayment  of such
Installment, plus value added tax ("VAT"), if applicable (such interest together
with the VAT - the  "Interest").  The Interest  accrued in each calendar quarter
during  the Term  shall  become  due and  payable  on the  first day of the next
ensuing  calendar  quarter,  except  for the  Interest  accrued  during the last
quarter or partial quarter within the Term which shall become due and payable on
the last business day of the Term.  In the event the Company is legally  obliged
to deduct tax at source  ("withholding tax") from any Interest payment, it shall
do so and  provide  the Lender  with  sufficient  confirmation  evidencing  such
deduction.  Alternatively,  Lender may provide the Company with a tax  deduction
exemption from the Income tax authorities.

        2.3  Interest on Late  Payment.  Any amount  owing by the Company to the
Lender  hereunder which is not paid by the Company on its due date shall bear an
additional  5% interest  per annum,  plus VAT if  applicable;  which  additional
interest shall be compounded daily.

        2.4  Non-utilized  Credit Line Fee. The Company shall pay to the Lender,
on each of the first and second  anniversary of the Effective  Date, a fee equal
to 1% of the Credit Line Amount  which was not  utilized  in the  contract  year
ending on such anniversary date, plus VAT if applicable. For the purpose of such
fee, any  Principal  Amount  borrowed and repaid during such year shall be taken
into  account  as  partially  utilized,  based  on the  number  of  days  it was
outstanding.


        2.5  Division of Payments. All payments to be made by the Company to the
Lender shall be made to the following account: Plenus - account number 133021 at
United  Mizrachi  Bank Ltd.,  Branch No. 522,  located in Herzliya,  Swift Code:
MIZBILIT.


        2.6  Prepayment.   Notwithstanding   anything  to  the  contrary  herein
contained,  the Company may prepay any amounts owed to the Lender,  at any time,
subject to the Company  providing the Lender with thirty (30) days or more prior
written notice of such intention to prepay,  and further provided that each such
prepayment  is in an amount of not less than the lesser of (a) two  hundred  and
fifty  thousand  dollars  ($250,000),  or (b)  the sum of the  then  outstanding
Principal Amount plus Interest accrued thereon.


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                                       4

        2.7  Early  Termination.  The  Company  may  terminate  this  Agreement,
prospectively, at any time before the Repayment Date, by providing Plenus with a
notice in writing  indicating its intention to terminate this Agreement,  in the
form attached hereto as Exhibit E, provided that upon delivery of such notice to
the Lender,  (i) the Company shall have satisfied all of its  obligations  under
this  Agreement  (including  all exhibits and  schedules  hereto),  and (ii) all
amounts  due from the  Company  pursuant  to this  Agreement,  on account of the
Principal Amount,  the Interest,  late payment interest,  the Credit Line Fee or
otherwise,  shall  have  been  paid in full and the  Company  shall not have any
outstanding  debts  to  the  Lender  pursuant  to or  in  connection  with  this
Agreement.

        2.8 Set-off.  The Lender may set-off any obligation  owed to them by the
Company under this Agreement,  the Floating Charge  Agreement,  the Fixed Charge
Agreement or the Warrant  (together,  the "Transaction  Documents")  against any
obligation  owed by the  Lender  to the  Company,  regardless  of the  place  of
payment,  booking  branch or  currency  of either  obligation,  upon  giving the
Company seven (7) days' prior written notice. If an obligation is not liquidated
or unascertained,  the Lender may set-off in an amount estimated by them in good
faith to be the  amount of that  obligation.  If  obligations  are in  different
currencies,  the  Lender  may  convert  either  obligation  at a market  rate of
exchange in its usual  course of business  for the purpose of the  set-off.  The
Lender  shall not be  obliged  to  exercise  any right  given to them under this
Section 2.8. In the event that the foregoing set-off is made by the Lender,  any
amounts  set-off  will be deemed to be payment as  described in Section 2 above.
The Company may not set-off any obligation  owed to it by the Lender against any
obligation it owes to the Lender under the Transaction Documents.

        3. Acceleration.

        Notwithstanding  anything  herein to the  contrary,  the  entire  unpaid
Principal  Amount,  together with accrued and unpaid Interest to date,  shall be
due and payable at any time  without any further  demand,  immediately  upon the
occurrence  of any of the events  described  below  ("Event  of  Acceleration"),
unless otherwise provided herein:

               (i) the Company fails to pay any sum due from it under any of the
      Transaction  Documents  at the time,  in the  currency  and in the  manner
      specified  therein,  or  otherwise  is in  material  breach  of any of the
      Transaction  Documents and the same is not remedied within seven (7) days,
      in case of non-payment, or fourteen (14) days in case of any other breach;
      or

               (ii) the Company performs a general  readjustment or rescheduling
      or another arrangement  regarding its indebtedness pursuant to Section 350
      to the Israeli Companies Law, 1999 (the "Companies Law") or otherwise;  or
      makes a general  assignment for the benefit of, or a composition with, its
      creditors pursuant to Section 350 to the Companies Law or otherwise; or

               (iii)  any  indebtedness  of the  Company  to a third  party  for
      borrowed  money in the amount of more than  $100,000 is not paid when due;
      or any  indebtedness of the Company to a third party for borrowed money in
      the amount of more than $100,000 becomes capable of being declared by such
      third party to be, or is declared,  due and payable prior to its specified
      maturity; or


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                                       5

               (iv)  the  filing   against  the  Company  of  any   petition  in
      liquidation  or any petition for relief under the provisions of applicable
      law for the relief of debtors,  or the  appointment of a special  manager,
      temporary liquidator,  temporary receiver or trustee to take possession of
      any material property or assets of the Company; or an attachment is placed
      on any of the material assets of the Company;  or the Company  resolves to
      voluntarily  liquidate;  or the appointment of a liquidator or receiver to
      take possession of material property or assets of the Company; or

               (v) any representation or statement made by the Company in any of
      the Transaction Documents or in any notice or other document,  certificate
      or written  statement  delivered by it pursuant  thereto or in  connection
      therewith  is, or proves to have  been,  incorrect  or  misleading  in any
      material respect; or

               (vi)  any  event or  series  of  events  occur(s)  which,  in the
      reasonable  opinion of Plenus,  may have a material  adverse effect on the
      business,  condition (financial or otherwise), or results of operations of
      the  Company or on the  ability of the  Company to comply  with any of its
      material obligations under any of the Transaction Documents; or

               (vii) the Company  consummates  (a) an issuance of the  Company's
      securities  or a  consolidation  or  merger  of the  Company  with or into
      another  entity,  pursuant to which or as a result  thereof the  Company's
      then current  shareholders  will own less than fifty (50%)  percent of the
      voting  securities of the Company,  the new entity or the surviving entity
      (as the case may be) or they will no longer have the power or the right to
      appoint  more than  fifty  (50%)  percent  of the  members of the board of
      directors of such entity; (b) an issuance or sale of shares of the Company
      constituting  immediately  thereafter more than fifty (50%) percent of the
      Company's  outstanding shares (on a fully diluted and as-converted  basis)
      to third parties other than the Company's current shareholders, (c) a sale
      of a material part of the Company's assets;  or (d) an equity  investment,
      or series equity of investments,  in the Company  resulting in proceeds to
      the Company  following  the  Effective  Date in an aggregate  amount of at
      least fifteen million dollars ($15,000,000).

        The Company shall promptly  inform Plenus of the occurrence of any Event
of  Acceleration  and,  upon  receipt of a written  request to that  effect from
Plenus, shall confirm to Plenus that, except as previously notified to Plenus or
as notified in such confirmation, no Event of Acceleration has occurred.

        4. Representations and Warranties.

        The Company hereby represents and warrants to each of the Lenders, as of
the date hereof and the Closing Date and as of each date on which a Disbursement
Request  is  made  by the  Company  (via a  bring-down  certificate  as  further
described  below),  each of the following  representations  and warranties.  The
Company  agrees to  provide  to Plenus a  bring-certificate  signed by the chief
executive  officer of the Company and certifying  that since the date hereof and
until each date on which a  Disbursement  Request was executed by the Company no
event or a series  of events  occurred  which  are  reasonably  likely to have a
material adverse effect on the business,  condition (financial or otherwise), or
results of  operations of the Company or on the ability of the Company to comply
with any of its material obligations under any of the


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                                       6

Transaction  Documents.  The Lenders  shall not be obligated to comply with such
Disbursement  Request  pursuant to the terms of Section 1.2 hereof  until Plenus
received such signed bring-down certificate from the Company.

        (i) The Company is a company duly formed and validly  existing under the
laws of the State of Israel.  The Company's current Articles are attached hereto
as Schedule 4(i).  The Company has full  corporate  power and authority to enter
into and perform its  obligations  under the Transaction  Documents,  and all of
such documents  constitute  legally  binding  obligations of the Company and are
enforceable  against  the Company in  accordance  with their  respective  terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency,    reorganization,    moratorium,   liquidation,    conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of, creditor's  rights and remedies or by other equitable  principles of general
application.

        (ii)  The  Company   has   furnished   Plenus  with  (i)  its   audited,
consolidated,  financial statements as at, and for the year ended,  December 31,
2003 [and (ii) its unaudited  financial  statements  for the first quarter ended
March  31,  2004]  ((i) and (ii) are  collectively  referred  to  herein  as the
"Financial  Statements").  The Financial  Statements are true and correct in all
material  respects,  are in accordance with the books and records of the Company
and  have  been  prepared  in  accordance  with  generally  accepted  accounting
principles  consistently  applied,  and  fairly  and  accurately  present in all
material respects the financial position of the Company as of such dates and the
results of its  operations  for the periods  then ended.  Except as disclosed in
documents  filed by the Company  with the  Securities  and  Exchange  Commission
pursuant to the reporting  requirements of the Securities  Exchange Act of 1934,
including  material  filed pursuant to Section 13(a) of the Exchange Act (all of
the foregoing including filings incorporated by reference therein being referred
to herein as the "Commission Documents" ), the Financial Statements or listed in
Schedule 4(ii), since December 31, 2003, there has not been any material adverse
change  in the  assets,  liabilities,  condition  (financial  or  otherwise)  or
business of the Company, including, without limitation:

               (a) any damage,  destruction  or loss,  whether or not covered by
insurance, materially and adversely affecting the assets, properties, conditions
(financial or otherwise), operating results or business of the Company;

               (b)  any  waiver  by the  Company  of a  valuable  right  or of a
material debt owed to it;

               (c) any satisfaction or discharge of any material lien,  material
claim or  material  encumbrance  or payment of any  material  obligation  by the
Company, except in the ordinary course of business;

               (d) any material  change or  amendment to a material  contract or
material  arrangement by which the Company or any of its assets or properties is
bound or subject;

               (e) any loans made by the Company to its employees,  officers, or
directors other than travel advances made in the ordinary course of business;

               (f) any sale, transfer or lease of, except in the ordinary course
of  business,  or  mortgage  or  pledge  of  imposition  of lien on,  any of the
Company's material assets; or


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                                       7

               (g) any change in the accounting methods or accounting principles
or practices employed by the Company.

        (iii) The  execution  and  delivery  of this  Agreement  (including  all
exhibits  and  schedules)  by the  Company,  and  performance  of the  Company's
obligations  hereunder,  have been duly and validly  authorized by all necessary
corporate action.

        (iv) The Company has taken all corporate  actions,  and has procured all
consents and  approvals,  necessary  for the  issuance of the  Warrant;  and the
Warrant,  and the Warrant  Shares when  issued,  and with respect to the Warrant
Shares when the  Exercise  Price (as defined in the  Warrant) is paid,  shall be
duly authorized, validly issued, fully paid andnonassessable.

        (v) Neither the  execution nor the delivery of this  Agreement,  nor the
transactions  contemplated  hereby,  will  contravene  any agreement or negative
pledge,  or, to the Company's  best  knowledge,  any law,  rule,  restriction or
decree  to which  the  Company  is  subject,  and will  not  result  in any such
violation or be in conflict with or  constitute,  with or without the passage of
time  and  giving  of  notice,  either  a  default  under  any  such  provision,
instrument,  judgment,  order, writ, decree or contract or an event that results
in the  creation  of any lien,  charge  or  encumbrance  upon any  assets of the
Company  or,  to the  knowledge  of the  Company,  the  suspension,  revocation,
impairment,   forfeiture,  or  non-renewal  of  any  material  permit,  license,
authorization, or approval applicable to the Company, its business or operations
or any of its assets or properties.

        (vi)  There is no  order,  writ,  injunction  or  decree  of any  court,
government  or  governmental  agency  affecting,  or, to the best  knowledge  of
Company,  which may  affect,  the  Company or any of its  businesses,  assets or
interests,  in a  material  adverse  manner;  nor is  there  any  action,  suit,
proceeding or investigation  pending or, to the Company's  knowledge,  currently
threatened,  against the  Company,  that  questions  the  validity of any of the
Transaction  Documents,  or the right of the  Company to execute and deliver any
such document or to consummate the transactions  contemplated  thereby,  or that
might result,  either individually or in the aggregate,  in any material adverse
changes  in  the  assets,  condition,  affairs  or  prospects  of  the  Company,
financially  or otherwise,  nor is the Company aware that there is any basis for
the foregoing.

        (vii)  Other  than  as set  forth  in the  Commission  Documents  and in
Schedule  4(vii) hereto and the  Company's  Financial  Statements,  there are no
material claims, guarantees,  royalty payments,  payments to government entities
or regulatory bodies,  security  interests,  options or other rights outstanding
with respect to any of the Company's  assets or securities,  and the Company has
no outstanding loans or financial  obligations to any third parties,  including,
but not limited to, any banking obligations, and any liens on the Company's bank
accounts or other assets of the Company whether registered or not.

        (viii)  The  Company,  to  the  best  of its  knowledge,  owns  and  has
developed,  or has obtained the right to use, free and clear of all liens (other
than the  liens  created  hereunder  or by  operation  of law) and  claims,  all
patents, trademarks, domain names and copyrights, and applications, licenses and
rights with respect to the foregoing, and all trade secrets, including know-how,
inventions, designs, processes, works of authorship, computer programs and



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                                       8

technical data and information  (collectively  herein  "Intellectual  Property")
used and sufficient for use in the conduct of its business as now conducted, and
as same may be in effect from time to time,  and,  to the best of the  Company's
knowledge,  without  infringing  upon or violating any right,  lien, or claim of
others, and the Company has taken security measures customary in the industry to
protect the secrecy, confidentiality and value of all the Intellectual Property,
except that the Company has not  registered  any patent,  trademark or copyright
with  respect to its  Intellectual  Property.  A complete  list of all  patents,
trademarks and key domain names registered by the Company in any jurisdiction as
of the date hereof is set forth in Schedule 4(viii) attached hereto.

        (ix) The Company's  capitalization  on a fully diluted basis,  as of the
Effective  Date, is as set forth in Schedule 4(ix) attached  hereto.  All of the
issued shares of the Company, of all classes are all duly and validly authorized
and issued,  fully paid and  nonassessable,  and were issued in accordance  with
every  relevant  securities  laws,  or pursuant to valid  exemptions  therefrom.
Except as provided in the Commission  Documents and in Schedule 4(ix), there are
no outstanding options,  warrants,  rights (including  conversion or pre-emptive
rights with  respect to the Warrant  Shares) or  agreements  for the purchase or
acquisition  from the Company of any shares of its share capital.  Except as set
forth in the Commission  Documents and in Schedule  4(1x),  the Company is not a
party or subject to any agreement or  understanding  which affects or relates to
the voting rights or which requires  written consents with respect to (1) any of
the Company's  securities  (excluding  options  granted under the employee stock
option plan of the Company, if any), or (2) a director of the Company.

        (x) To the best of the Company's knowledge,  there are no investigations
or actions or administrative  proceedings of or before any court or agency which
(a) could have a material adverse effect on the business, financial condition or
results of  operations  of the  Company or the ability of the Company to perform
its obligations hereunder,  or (b) purports to affect the legality,  validity or
enforceability of any of the Transaction Documents.

        (xi) Neither this  Agreement  (including any schedule or exhibit to this
Agreement)  nor any  documents,  certificates  or other  items  supplied  by the
Company with respect to the transactions contemplated hereby, contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements  herein or therein,  in light of the  circumstances in which they
were made, not misleading.

       (xii) Other than the subsidiaries  listed on Schedule 4(xii), the Company
has no  subsidiaries  ("Subsidiaries").  For the  purposes  of this  section  4,
reference to the Company  other than in this clause  (xii),  shall mean both the
Company and all of its Subsidiaries.

        (xiii) No consent, approval, order or authorization of, or registration,
qualification,   designation,  declaration  or  filing  with,  any  governmental
authority  on the  part of the  Company  is  required  in  connection  with  the
consummation of the  transactions  contemplated  by the  Transaction  Documents,
except for the  registration of the charges under the Floating Charge  Agreement
and the Fixed Charge  Agreement and compliance  with the  applicable  securities
laws and the  consent  of the  Office  of the  Chief  Scientist  of the  Israeli
Ministry of Industry, Trade and Employment.

        (xiv) Each Material  Agreement  (as defined  below) is in full force and
effect,  none is subject to recession and to the best  knowledge of the Company,
there are no existing


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                                       9

circumstances  which would reasonably be expected to materially modify the terms
of any Material Agreement. To the Company's best knowledge, no third party is in
default  under any Material  Agreement.  The Material  Agreements  which are not
referred  to in the  Commission  Documents  are set  forth  in  Schedule  4(xiv)
attached  hereto.  Plenus or its counsel has received true and correct copies of
each Material  Agreement.  The Company is not in breach of any obligation  under
any Material Agreement.

        For the purposes of this Agreement,  the term "Material Agreement" shall
mean  any   agreements,   understandings,   instruments,   contracts,   proposed
transactions,  judgments,  orders,  writs or decrees  to which the  Company is a
party or by which it is bound that may involve (i)  obligations  (contingent  or
otherwise)  of, or payments to the Company,  exceeding  $100,000  each,  or (ii)
intellectual  property  rights of the Company and/or the  intellectual  property
rights of any third party (other than the license of the Company's  software and
products,  or  those of  Company's  suppliers,  in the  ordinary  course  of its
business  which  do not  fall  within  any  other  category  herein),  or  (iii)
distribution rights, or (iv) provisions restricting the development, manufacture
or distribution of the Company's  products or services,  or (v)  restrictions or
limitations on the Company's  right to do business or compete in any area or any
field with any person, firm or company,  or (vi)  indemnification by the Company
with respect to  infringements  of proprietary  rights (other than those entered
into in the Company's  ordinary  course of business and which do not fall within
any other category herein).  Notwithstanding the foregoing, "Material Agreement"
shall not include  non-disclosure  agreements executed in the Company's ordinary
course of business.


        5. Reporting and Notice Rights.

        5.1 Reporting and Notices. Until the termination of this Agreement,  the
Company  shall  provide  Plenus with the  following:  (i)  consolidated  audited
financial  statements  within ninety (90) days after the end of each fiscal year
(including an audited  annual  balance sheet of the Company as at the end of the
fiscal  year and the  statement  of income and cash flow of the  Company for the
fiscal year then ended),  (ii)  consolidated,  un-audited,  quarterly  financial
statements  within  sixty  (60) days after the end of each  quarter,  (iii) such
other data and information as Plenus may reasonably request,  provided such data
is reasonably  available,  (iv) at least five (5) business days advanced written
notice of any equity  investment in the Company occurring after the date hereof,
(v) at least  five (5)  business  days  advanced  written  notice of a merger or
consolidation of the Company, a sale of any substantial portion of the assets or
shares of the  Company or any  reorganization  or  restructuring  of the Company
having similar effects,  or a distribution of dividends,  and (vi) at least five
(5) business  days  advanced  written  notice of a firmly  underwritten  initial
public  offering of the Company's  shares  pursuant to a registration  statement
filed with the  Securities and Exchange  Commission  under the Securities Act of
1933 or pursuant to a registration  statement filed with a similar law under any
other jurisdiction.

Furthermore,  the  Lenders  shall  have,  subject  to  customary  non-disclosure
obligations,  at reasonable times and upon reasonable notice, full access to all
books and records of the Company and shall be entitled to inspect the properties
of the Company and consult with management of the Company regarding the same, to
the extent  necessary or advisable for the purpose of  monitoring  observance by
the Company of its obligations under the Transaction Documents.


<PAGE>

                                       10

Following the termination of this  Agreement,  and for as long as the Warrant is
outstanding,  the Lenders shall have the same reporting and information  rights,
as granted to the holders of shares of the Company of any class.

        5.2    [Reserved]

        5.3 Information.  The Company  acknowledges that the Lenders will likely
have,  from time to time,  information  that may be of  interest  to the Company
("Information")  regarding a wide variety of matters. The Company, as a material
part of the consideration for this Agreement, agrees that the Lenders shall have
no duty to  disclose  any  Information  to the  Company or permit the Company to
participate  in any  projects or  investments  based on any  Information,  or to
otherwise  take  advantage  of any  opportunity  that may be of  interest to the
Company if it were aware of such  Information,  and hereby waives, to the extent
permitted  by law,  any claim  based on the  corporate  opportunity  doctrine or
otherwise that could limit the Lenders' ability to pursue opportunities based on
such  Information  or that  would  require  the  Lenders  to  disclose  any such
Information  to the  Company or offer any  opportunity  relating  thereto to the
Company.

        5.4    Confidentiality.

        (a) Lender acknowledges that the data and the information obtained by it
from the  Company  or anyone on its  behalf  prior to or during the term of this
Agreement  which  relate  to the  Company,  including,  without  limitation  the
existence and terms of the Transaction Documents,  are confidential,  and agrees
that such data and  information  will not be  disclosed by it to any third party
nor exploited for other  projects,  investments  or the like,  without the prior
written  consent of the Company;  provided,  however,  that in  connection  with
reports to their  shareholders,  investors  and/or  co-lenders,  the Lender may,
without first obtaining such written consent,  make general statements regarding
the nature and progress of the Company's  business and provide  non-confidential
data  and  information,  provided  that  such  shareholders,   investors  and/or
co-lenders  shall  maintain such  information in  confidence.  Furthermore,  the
Lender may disclose any data and  information to their  directors,  officers and
employees on a need to know basis,  provided that such  directors,  officers and
employees  shall  undertake  the  same  obligations  as  the  Lender  undertakes
hereunder with respect to such data and  information or that the Lender shall be
responsible for any disclosure or use thereby without the Company's consent.

        (b) Except as required under applicable law or the NASDAQ rules, neither
party  shall  be  entitled  to issue a press  release  or any  public  statement
relating  to the  existence  or  terms  of  the  Transaction  Documents  without
obtaining the prior  written  consent of the other party.  The  foregoing  shall
similarly apply to any other form of public  communication,  including,  but not
limited to, announcements,  conferences,  advertisements,  professional or trade
publications, mass marketing materials etc.


        6. Authority.

        Notwithstanding  any of the  provisions  set forth  herein,  the Company
acknowledges and agrees that Plenus has syndicated the loan granted hereunder to
the  Co-lender  and to the  participants  specified  as such in  Schedule 1 (the
"Participants")  and  that  Plenus  shall  act  as  the  lead  manager  of  such
syndication on behalf of the Co-lender and on behalf of the


<PAGE>

                                       11

Participants.  Plenus hereby represents and warrants to the Company that (a) the
Co-lenders and the  Participants  have agreed that Plenus at its sole discretion
shall  determine (i) whether or not to realize any charges  and/or  pledges over
the assets of the Company created for the benefit of the Lenders,  the Co-lender
or the Participants; (ii) whether or not repayment of any amounts hereunder owed
to the Lenders,  the Co-lender or the  Participants  are to be  accelerated  and
whether or not an event of a default  pursuant to the Floating Charge  Agreement
or the Fixed Charge Agreement has occurred, (iii) any other decisions that needs
to be made with respect to any issue relating to the Transaction Documents,  (b)
Plenus has been  appointed the  attorney-in-fact  on behalf of the Co-lender and
the Participants in connection with all of the foregoing,  (c) the Co-lender and
the  Participants  have agreed not to take any action to the  contrary,  (d) the
Co-lender and the Participants  have agreed that in the event that Plenus should
give its consent under this Agreement, Plenus' consent shall bind them as well.

        7. Holding the Warrant and the Warrant Shares.

        Plenus shall be entitled to receive, upon the exercise of the Warrant by
Plenus,  the Warrant  Shares  issuable upon such  exercise,  and Plenus shall be
entitled  to transfer  all or any part of the  Warrant or the Warrant  Shares so
issued to a  Co-lender,  Participant  or  Permitted  Transferees  (as defined in
Section 9.4 hereof),  provided that such transferees are not direct  competitors
of the Company, and provided further that Plenus shall have an irrevocable proxy
from all of such  transferees  with respect to all of the Warrant Shares held by
them.

        8. Covenant.

        The  Company  shall  comply  with  the  terms  of,  and do all  that  is
reasonably  necessary  to maintain in full force and effect all  authorizations,
approvals,  licenses and consents  required by or under the laws and regulations
of the  State of  Israel  and any  other  applicable  jurisdiction  to enable it
lawfully  to enter  into and  perform  its  obligations  under  the  Transaction
Documents, and to ensure the legality, validity, enforceability or admissibility
in evidence of all such documents.

        9. Miscellaneous.

        9.1 Further  Action.  The Company  shall  perform  such further acts and
execute  such  further  documents  as, in Plenus's  opinion,  may be  reasonably
necessary to carry out and give full effect to the  provisions of this Agreement
and the intentions of the parties as reflected hereby.

        9.2 Governing  Law. This  Agreement  shall be governed by, and construed
according to, the laws of the State of Israel, without regard to the conflict of
laws provisions thereof.

        9.3  Successors  and  Assigns.  Except as  otherwise  expressly  limited
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  assigns,  heirs,  executors,  and  administrators  of the
parties hereto.

        9.4  Non-assignability.  None of the rights or obligations set forth in,
arising  under,  or created by this  Agreement may be assigned or transferred by
the Company or Lender


<PAGE>

                                       12

without the prior consent in writing of the other party, which consent shall not
be  unreasonably  withheld.  Anything  herein to the  contrary  notwithstanding,
subject  to  applicable  law and the second  proviso to Section 7 above,  Lender
shall have the right to assign or transfer its rights and obligations under this
Agreement,  as long as such assignment or transfer is not to a competitor of the
Company, to any of the following (each a "Permitted Transferee"):  (i) any other
entity which controls, is controlled by, or is under common control with Lender,
(ii) if the Lender is a trustee or is  appointed to act on behalf of others - to
its beneficiaries,  or (iii) if the Lender is a general or limited partnership -
to its partners and to affiliated  partnerships  managed by the same  management
company  or  managing  general  partner  or  to an  entity  which  controls,  is
controlled  by, or is under common  control  with,  such  management  company or
managing general partner. The foregoing in clauses (i)-(iii) above is subject to
the assignee or transferee  assuming in writing the  obligations of the assignor
or transferor  under this  Agreement.  The limited right of Lender to assign and
transfer  pursuant to this Section 9.4 shall also apply,  mutatis  mutandis,  to
each Permitted Transferee.

        9.5 Entire Agreement.  The Transaction Documents constitute the full and
entire  understanding  and  agreement  between  the  Company and the Lender with
regard to the subject  matters  hereof and thereof.  The preamble,  exhibits and
schedules hereto constitute an integral part hereof.

        9.6 Fees and Taxes.  The Company  shall share in and  contribute a total
amount of twenty thousand  dollars  ($20,000),  plus VAT, towards the legal fees
and  other  expenses  incurred  by Plenus in  connection  with the  transactions
contemplated  under the  Transaction  Documents,  as  follows:  Twenty  thousand
dollars ($20,000),  plus VAT, will be paid by the Company 10 business days after
signing the Loan agreement.  The Company shall also be responsible for all taxes
and other compulsory payments to which the Lenders are or shall be subject under
the transactions  contemplated by the Transaction Documents (other than taxes on
the income of the Lender imposed in the  jurisdiction  in which its principal or
lending office under this  Agreement is located).  Without  derogating  from the
foregoing,  the Company  will pay the stamp tax  applicable  to the  Transaction
Documents  and  any  document  in  connection  therewith,   including,   without
limitation, the Warrant Shares.

        9.7  Amendments  and Waivers.  Any term of this Agreement may be amended
and the  observance of any term hereof may be waived  (either  prospectively  or
retroactively  and either  generally or in a particular  instance) only with the
written consent of the Company and Plenus.  No delay or omission to exercise any
right,  power,  or remedy accruing to any party upon any breach or default under
this  Agreement,  shall be  deemed a  waiver  of any  other  breach  or  default
theretofore or thereafter occurring.  All remedies, under this Agreement, by law
or  otherwise,  afforded  to any of the  parties,  shall be  cumulative  and not
alternative.

        9.8 Survival.  All covenants  made in this  Agreement  shall continue to
remain in full force and effect for as long as this Agreement is still in effect
pursuant  to its terms.  The  Company's  representations  and  warranties  shall
survive the expiration or termination, for any reason, of this Agreement.

               9.9  Notices.  All notices and other  communications  required or
permitted hereunder to be given to a party to this Agreement shall be in writing
and shall be  telecopied  (faxed) or mailed by  registered  or  certified  mail,
postage  prepaid,  or by electronic  mail, or otherwise  delivered by hand or by
messenger as follows:


<PAGE>


                                       13

         if to the Company - to the  Company's address  set forth  above, to the
 attention of Chief Executive Officer and Chief Financial Officer;
         if to  the Lender  - to Plenus's  address,  to  the  attention  of  the
persons set forth in Schedule 1;

         or to such other  address,  or to the  attention of such other  person,
with respect to a party as such party shall notify the other  parties in writing
as above provided.  Any notice sent in accordance with this Section 9.9 shall be
effective (i) if mailed, three (3) business days after mailing,  (ii) if sent by
messenger,  upon delivery,  and (iii) if sent via telecopier (fax) or electronic
mail,  upon  transmission  and  electronic  confirmation  of  receipt  or  -  if
transmitted  and  received on a  non-business  day - on the first  business  day
following transmission and electronic confirmation of receipt.

               9.10 Partial  Invalidity.  If any provision of this  Agreement is
held by a court of competent  jurisdiction to be invalid or unenforceable  under
applicable  law, then such  provision  shall be excluded from this Agreement and
the remainder of this  Agreement  shall be interpreted as if such provision were
so excluded and shall be  enforceable  in accordance  with its terms;  provided,
however,  that in such event this  Agreement  shall be interpreted so as to give
effect,  to the greatest extent consistent with and permitted by applicable law,
to the meaning and  intention of the excluded  provision as  determined  by such
court of competent jurisdiction.

               9.11  Currency.  The term  "dollars"  appearing in this Agreement
shall mean the legal currency of the United States of America,  and all payments
hereunder shall be made in such currency,  unless otherwise agreed in writing by
Plenus and the Company.


IN WITNESS  WHEREOF the parties  have signed this Loan  Agreement in one or more
counterparts as of the date first appearing above.


ATTUNITY LTD.

By:     ________________________

Its:    ________________________



PLENUS TECHNOLOGIES, LTD.

By:     ________________________

Its:    ________________________





<PAGE>

                                       14

                                   SCHEDULE 1
                                   ----------


THE LENDER

Name and Address
----------------

Plenus Technologies Ltd.            with a copy to:  Steve Kronengold, Esq.
16 Abba Eben Avenues                                 Rabin Science Park
Herzliya Pituach                                     Rehovot
Israel                                               Israel
Attn: Ruthi Simcha
Facsimile:  (972-9) 957-8770                         (972-8) 938-2975


THE CO-LENDERS

Name and Address
----------------
               I
Golden Gate Bridge Fund
Mizrahi United Bank Ltd.


THE PARTICIPANTS

1. The  Investment  Corporation  of United  Mizrachi  Bank Ltd.
2. Union Bank of Israel Ltd.
3. Industrial Development Bank of Israel Ltd.
4. D.  Partners  (BVI),  L.P
5. CMA  Technology  Venture  Partner  Limited
6. D. Partners  (Israel),  Limited  Partnership
7.  Israel  Continental  Bank Ltd.
8. Nessuah Zannex Ltd.
9.  Mercantile  Discount Bank Ltd.
10.  Benleumi  Provident Funds
11. Bank Leumi Le-Israel B.M.
12. Kahal Ltd.


* Includes the  aggregate  participation  amount of the Co-lender and all of the
Participants.

<PAGE>

        THIS WARRANT HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT
OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.

        SUBJECT TO THE  PROVISIONS  OF SECTION 10 HEREOF,  THIS WARRANT SHALL BE
VOID AFTER 5:00 P.M. EASTERN TIME ON JUNE 2, 2009 (the "EXPIRATION DATE").



                                  ATTUNITY LTD.

                       WARRANT TO PURCHASE ORDINARY SHARES
                         NOMINAL VALUE NIS 0.1 PER SHARE

     For VALUE  RECEIVED,  Plenus  Technologies  Ltd.  ("Plenus"),  or any other
Holder (as defined in Section 2 hereof)  (the  "Warrantholder"),  is entitled to
purchase,  subject to the  provisions  of this Warrant,  from  Attunity  Ltd., a
corporation  organized  under  the laws of Israel  ("Company"),  at any time not
later than 5:00 P.M., Eastern time, on the Expiration Date, at an exercise price
per share equal to $3.00 (the  exercise  price in effect being herein called the
"Warrant Price"),  the number of shares determined in accordance with Section 3A
herein ("Warrant  Shares") of the Company's  ordinary shares,  nominal value NIS
0.1 per share ("Ordinary Shares"). The number of Warrant Shares purchasable upon
exercise of this  Warrant and the Warrant  Price shall be subject to  adjustment
from time to time as described herein.

     Section 1. Registration.  The Company shall maintain books for the transfer
and registration of the Warrant.  Upon the initial issuance of this Warrant, the
Company shall issue and register the Warrant in the name of the Warrantholder.


     Section 2.  Permitted  Transfers.  The  Warrantholder  shall be entitled to
transfer the Warrants to (i) a Co-Lender  and each  Participant  (ii) any entity
which  controls,   is  controlled  by  or  is  under  common  control  with  the
Warrantholder, (iii) if the Warrantholder is a trustee for, or acts on behalf of
other person - such other person,  and (iv) if the Warrantholder is a general or
limited partnership - each of its partners and each other partnership managed by
the same  management  company or  managing  general  partner or an entity  which
controls,  is controlled  by, or is under common control with,  such  management
company or managing  general  partner.  All  transfers of this Warrant  shall be
accompanied by an executed  warrant  transfer  deed,  under which the transferee
undertakes  to be bound  by all  obligations  of the  Warrantholder  under  this
Warrant. The form of the deed of transfer and is attached hereto as Appendix B.


     Section 3. Exercise of Warrant.

<PAGE>

     (a) Cash Exercise.  Subject to the provisions hereof, the Warrantholder may
exercise  this  Warrant  in whole or in part at any time upon  surrender  of the
Warrant,  together  with  delivery of the duly  executed  Warrant  exercise form
attached  hereto as Appendix A (the "Exercise  Agreement")  and payment by cash,
certified  check or wire transfer of funds for the  aggregate  Warrant Price for
that number of Warrant Shares then being purchased, to the Company during normal
business hours on any business day at the Company's  principal executive offices
(or such other office or agency of the Company as it may  designate by notice to
the holder hereof). The Warrant Shares so purchased shall be deemed to be issued
to the holder  hereof or such  holder's  designee,  as the record  owner of such
shares,  as of the close of business on the next  business day after the date on
which this Warrant shall have been  surrendered  (or evidence of loss,  theft or
destruction thereof and security or indemnity  satisfactory to the Company), the
Warrant Price shall have been paid and the completed  Exercise  Agreement  shall
have  been  delivered.   Certificates  for  the  Warrant  Shares  so  purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable  time, not exceeding
three (3) business  days,  after this Warrant shall have been so exercised.  The
certificates so delivered shall be in such  denominations as may be requested by
the holder  hereof and shall be  registered  in the name of such  holder or such
other name as shall be  designated  by such holder.  If this Warrant  shall have
been exercised only in part, then, unless this Warrant has expired,  the Company
shall, at its expense, at the time of delivery of such certificates,  deliver to
the holder a new Warrant representing the number of shares with respect to which
this Warrant shall not then have been exercised. As used herein,  "business day"
means a day,  other than a Saturday  or Sunday,  on which banks in New York City
are open for the general transaction of business.

     (b)  Cashless  Exercise.  In  lieu  of the  payment  method  set  forth  in
sub-section (a) above, the Warrantholder may elect to exchange the Warrant for a
number of Warrant Shares computed using the following formula:

                                  X = Y(A-B)/A

          Where  X  =  the  number  of  Warrant  Shares  to  be  issued  to  the
          Warrantholder.

          Y = the  number  of  Warrant  Shares  purchasable  under  the  Warrant
          (adjusted  to the  date of such  calculation,  but  excluding  Warrant
          Shares already issued under this Warrant).

          A = the Fair Market Value (as defined below) of one Ordinary Share.

          B = Exercise Price (as adjusted to the date of such calculation).

          "Fair  Market  Value" of an Ordinary  Share shall mean the most recent
          closing bid price of the Company's  Ordinary  Shares,  as published by
          Nasdaq, prior to the Warrantholder's exercise of the Warrant.

In the event of a cashless  exercise under this Section 3(b),  this Warrant must
be exercised for all the Warrant Shares then purchasable under this Warrant, and
must be surrendered to the Corporation along with the Notice of Exercise.  After
such  exercise and receipt by the  Warrantholder  of the  appropriate  amount of
Warrant Shares, this Warrant shall be null and void.


                                       2
<PAGE>


     Section 3A. Number of Warrant  Shares.  The Company and Plenus have entered
into a certain Loan Agreement dated June __, 2004,  pursuant to which Plenus has
made  available to the Company a revolving  credit  facility in the amount of $3
million (the "Credit Line"). The number of Warrant Shares that the Warrantholder
may purchase pursuant to this Warrant shall be determined as follows:

                    (a)  In the event the Credit Line is  terminated  within the
                         first year of its initiation,  the Warrantholder  shall
                         be entitled to  purchase  the number of Warrant  Shares
                         equal  to  twenty  percent  (20%)  of the  Credit  Line
                         divided by the Exercise Price, as adjusted.

                    (b)  In the event the Credit Line is  terminated  within the
                         second year of its  initiation  and the Company had not
                         drawn  any  money  from  the   Credit   Line  prior  to
                         termination,  the  Warrantholder  shall be  entitled to
                         purchase   the  number  of  Warrant   Shares  equal  to
                         twenty-three  percent  (23%) of the Credit Line divided
                         by the Exercise Price, as adjusted..

                    (c)  In the event the Credit Line is  terminated  within the
                         second year of its initiation and the Company had drawn
                         money from the Credit  Line prior to  termination,  the
                         Warrantholder  shall be entitled to purchase the number
                         of Warrant  Shares equal to thirty percent (30%) of the
                         Credit Line divided by the Exercise Price, as adjusted.



     Section 4.  Compliance  with the  Securities  Act of 1933.  The Company may
cause the legend set forth on the first page of this  Warrant to be set forth on
each Warrant or similar legend on any security  issued or issuable upon exercise
of this Warrant, unless counsel for the Company is of the opinion as to any such
security that such legend is unnecessary.


     Section 5.  Payment of Taxes.  The Company will pay any  documentary  stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name  other  than that of the  registered  holder of this  Warrant in respect of
which  such  shares  are  issued,  and in such case,  the  Company  shall not be
required to issue or deliver any  certificate  for Warrant Shares or any Warrant
until the person  requesting the same has paid to the Company the amount of such
tax or has established to the Company's  reasonable  satisfaction  that such tax
has been paid.  The holder  shall be  responsible  for income and gift taxes due
under federal, state or other law, if any such tax is due.


                                       3

<PAGE>

     Section 6.  Mutilated or Missing  Warrants.  In case this Warrant  shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.

     Section 7.  Reservation of Ordinary Shares.  The Company hereby  represents
and  warrants  that  there  have been  reserved,  and the  Company  shall at all
applicable  times keep reserved until issued (if necessary) as  contemplated  by
this Section 7, out of the authorized and unissued  Ordinary Shares,  sufficient
shares to provide for the exercise of the rights of purchase represented by this
Warrant.  The Company agrees that all Warrant Shares issued upon exercise of the
Warrant shall be, at the time of delivery of the  certificates  for such Warrant
Shares upon the due exercise of this Warrant,  duly authorized,  validly issued,
fully paid and non-assessable Ordinary Shares of the Company.

     Section 8.  Adjustments.  Subject and  pursuant to the  provisions  of this
Section  8, the  Warrant  Price and  number of  Warrant  Shares  subject to this
Warrant  shall  be  subject  to  adjustment  from  time  to  time  as set  forth
hereinafter.

     (a) If the  Company  shall,  at any time or from  time to time  while  this
Warrant is  outstanding,  pay a dividend or make a distribution  on its Ordinary
Shares in Ordinary  Shares,  subdivide its  outstanding  Ordinary  Shares into a
greater  number of shares or combine  its  outstanding  Ordinary  Shares  into a
smaller  number  of  shares  or issue  by  reclassification  of its  outstanding
Ordinary   Shares  any  shares  of  its  capital  stock   (including   any  such
reclassification  in  connection  with a  consolidation  or  merger in which the
Company  is the  continuing  corporation),  then the  number of  Warrant  Shares
purchasable  upon  exercise  of the  Warrant  and the  Warrant  Price in  effect
immediately  prior to the date upon which such change  shall  become  effective,
shall be adjusted by the Company so that the Warrantholder thereafter exercising
the Warrant shall be entitled to receive the number of Ordinary  Shares or other
capital  stock which the  Warrantholder  would have  received if the Warrant had
been exercised  immediately  prior to such event upon payment of a Warrant Price
that has been  adjusted to reflect a fair  allocation  of the  economics of such
event to the Warrantholder. Such adjustments shall be made successively whenever
any event listed above shall occur.

     (b) If any capital reorganization, reclassification of the capital stock of
the Company,  consolidation or merger of the Company with another corporation in
which the Company is not the survivor, or sale, transfer or other disposition of
all or substantially all of the Company's assets to another corporation shall be
effected,  then,  as  a  condition  of  such  reorganization,  reclassification,
consolidation,  merger, sale, transfer or other disposition, lawful and adequate
provision  shall be made whereby the  Warrantholder  shall  thereafter  have the
right to purchase and receive  upon the basis and upon the terms and  conditions
herein  specified  and in lieu of the  Warrant  Shares  immediately  theretofore
issuable  upon  exercise of the  Warrant,  such shares of stock,  securities  or
assets as would have been issuable or payable with respect to or in


                                       4


<PAGE>

exchange for a number of Warrant  Shares  equal to the number of Warrant  Shares
immediately  theretofore  issuable  upon  exercise  of  the  Warrant,  had  such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition not taken place, and in any such case appropriate provision shall be
made with respect to the rights and interests of each  Warrantholder  to the end
that  the  provisions  hereof  (including,  without  limitation,  provision  for
adjustment  of the Warrant  Price) shall  thereafter  be  applicable,  as nearly
equivalent as may be practicable in relation to any shares of stock,  securities
or properties  thereafter  deliverable  upon the exercise  thereof.  The Company
shall  not  effect  any such  consolidation,  merger,  sale,  transfer  or other
disposition unless prior to or simultaneously with the consummation  thereof the
successor   corporation  (if  other  than  the  Company)   resulting  from  such
consolidation or merger,  or the corporation  purchasing or otherwise  acquiring
such  assets  or other  appropriate  corporation  or  entity  shall  assume  the
obligation  to  deliver  to the  holder  of the  Warrant  such  shares of stock,
securities  or assets as, in  accordance  with the  foregoing  provisions,  such
holder  may be  entitled  to  purchase,  and the other  obligations  under  this
Warrant.  The  provisions  of  this  paragraph  (b)  shall  similarly  apply  to
successive reorganizations,  reclassifications,  consolidations, mergers, sales,
transfers or other dispositions.

     (c) In case the  Company  shall  fix a  payment  date for the  making  of a
distribution to all holders of Ordinary Shares  (including any such distribution
made in connection  with a  consolidation  or merger in which the Company is the
continuing  corporation) of evidences of indebtedness or assets (other than cash
dividends or cash distributions  payable out of consolidated  earnings or earned
surplus  or  dividends  or  distributions  referred  to  in  Section  8(a)),  or
subscription  rights or warrants,  the Warrant  Price to be in effect after such
payment date shall be  determined  by  multiplying  the Warrant  Price in effect
immediately  prior to such  payment date by a fraction,  the  numerator of which
shall be the total  number of  Ordinary  Shares  outstanding  multiplied  by the
Market Price (as defined  below) per Ordinary  Share  immediately  prior to such
payment date,  less the fair market value (as determined by the Company's  Board
of  Directors  in good faith) of said assets or  evidences  of  indebtedness  so
distributed,  or of such subscription rights or warrants, and the denominator of
which shall be the total number of Ordinary  Shares  outstanding  multiplied  by
such Market Price per Ordinary  Share  immediately  prior to such payment  date.
"Market  Price" as of a particular  date (the  "Valuation  Date") shall mean the
following:  (a) if the  Ordinary  Shares  are then  listed on a  national  stock
exchange,  the closing sale price of one Ordinary  Share on such exchange on the
last trading day prior to the  Valuation  Date;  (b) if the Ordinary  Shares are
then quoted on the Nasdaq Stock Market, Inc. ("Nasdaq"),  the closing sale price
of one Ordinary  Share on Nasdaq on the last trading day prior to the  Valuation
Date or, if no such closing sale price is available, the average of the high bid
and the low asked  price  quoted on Nasdaq on the last  trading day prior to the
Valuation  Date; or (c) if the Ordinary Shares are not then listed on a national
stock exchange or quoted on Nasdaq,  the Fair Market Value of one Ordinary Share
as of the  Valuation  Date,  shall be  determined  in good faith by the Board of
Directors  of the Company and the  Warrantholder.  The Board of Directors of the
Company shall respond promptly,  in writing,  to an inquiry by the Warrantholder
prior to the exercise  hereunder as to the Market Value of an Ordinary  Share as
determined by the Board of Directors of the Company. In the event that the Board
of Directors of the Company and the  Warrantholder  are unable to agree upon the
Market Value in respect of subpart (c) hereof, the Company and the Warrantholder
shall  jointly  select an appraiser,  who is  experienced  in such matters.  The
decision of such appraiser shall be final and  conclusive,  and the cost of such

                                       5



<PAGE>

appraiser  shall be borne  evenly by the  Company  and the  Warrantholder.  Such
adjustment shall be made successively whenever such a payment date is fixed.

     (d) For the term of this Warrant,  in addition to the provisions  contained
above,  the Warrant Price shall be subject to adjustment as provided  below.  An
adjustment to the Warrant  Price shall become  effective  immediately  after the
payment date in the case of each dividend or distribution and immediately  after
the effective date of each other event which requires an adjustment.

     (e) In the event that, as a result of an  adjustment  made pursuant to this
Section 8, the holder of this  Warrant  shall  become  entitled  to receive  any
shares of capital stock of the Company other than Ordinary Shares, the number of
such other shares so  receivable  upon exercise of this Warrant shall be subject
thereafter  to  adjustment  from time to time in a manner and on terms as nearly
equivalent as practicable  to the provisions  with respect to the Warrant Shares
contained in this Warrant.

     (f) Except as  provided  in  subsection  (g) hereof,  if and  whenever  the
Company shall issue or sell, or is, in accordance with any of subsections (f)(l)
through (f)(6) hereof,  deemed to have issued or sold, any Ordinary Shares for a
consideration per share less than the Warrant Price in effect  immediately prior
to the time of such  issue  or sale,  then  and in each  such  case (a  "Trigger
Issuance") the then-existing Warrant Price shall automatically be reduced, as of
the close of business on the  effective  date of the  Trigger  Issuance,  to the
lowest  price per  share at which any  Ordinary  Shares  were  issued or sold or
deemed to be issued or sold in the Trigger Issuance;  provided, however, that in
no event shall the Warrant Price after giving effect to such Trigger Issuance be
greater than the Warrant Price in effect prior to such Trigger Issuance.

     For purposes of this subsection  (f),  "Additional  Ordinary  Shares" shall
mean all Ordinary  Shares issued by the Company or deemed to be issued  pursuant
to this subsection (f), other than Excluded  Issuances (as defined in subsection
(g) hereof).

     For purposes of this  subsection (f), the following  subsections  (f)(l) to
(f)(6) shall also be applicable  (subject,  in each such case, to the provisions
of  subsection  (g)  hereof)  and to each  other  subsection  contained  in this
subsection (f):

          (f)(1) Issuance of Rights or Options.  In case at any time the Company
     shall in any manner grant  (directly  and not by  assumption in a merger or
     otherwise) any warrants or other rights to subscribe for or to purchase, or
     any options for the purchase of,  Ordinary  Shares or any stock or security
     convertible into or exchangeable for Ordinary Shares (such warrants, rights
     or options being called  "Options"  and such  convertible  or  exchangeable
     stock or securities being called "Convertible  Securities")  whether or not
     such  Options  or the right to  convert or  exchange  any such  Convertible
     Securities are immediately  exercisable,  and the price per share for which
     Ordinary  Shares are issuable upon the exercise

                                       6
<PAGE>

     of such  Options or upon the  conversion  or exchange  of such  Convertible
     Securities  (determined by dividing (i) the sum (which sum shall constitute
     the applicable  consideration) of (x) the total amount, if any, received or
     receivable  by the  Company  as  consideration  for  the  granting  of such
     Options, plus (y) the aggregate amount of additional  consideration payable
     to the Company upon the exercise of all such Options, plus (z), in the case
     of such  Options  which relate to  Convertible  Securities,  the  aggregate
     amount of additional consideration,  if any, payable upon the issue or sale
     of such Convertible Securities and upon the conversion or exchange thereof,
     by (ii) the total  maximum  number of  Ordinary  Shares  issuable  upon the
     exercise  of such  Options or upon the  conversion  or exchange of all such
     Convertible Securities issuable upon the exercise of such Options) shall be
     less than the Warrant Price in effect  immediately prior to the time of the
     granting of such Options, then the total number of Ordinary Shares issuable
     upon the  exercise of such  Options or upon  conversion  or exchange of the
     total amount of such Convertible  Securities  issuable upon the exercise of
     such  Options  shall be deemed to have been issued for such price per share
     as of the  date  of  granting  of  such  Options  or the  issuance  of such
     Convertible Securities and thereafter shall be deemed to be outstanding for
     purposes of adjusting the Warrant  Price.  Except as otherwise  provided in
     subsection  8(f)(3),  no adjustment of the Warrant Price shall be made upon
     the actual issue of such Ordinary Shares or of such Convertible  Securities
     upon  exercise of such  Options or upon the actual  issue of such  Ordinary
     Shares upon conversion or exchange of such Convertible Securities.

          (f)(2) Issuance of Convertible  Securities.  In case the Company shall
     in any  manner  issue  (directly  and  not by  assumption  in a  merger  or
     otherwise) or sell any Convertible Securities, whether or not the rights to
     exchange  or  convert  any  such  Convertible  Securities  are  immediately
     exercisable, and the price per share for which Ordinary Shares are issuable
     upon such conversion or exchange (determined by dividing (i) the sum (which
     sum shall constitute the applicable  consideration) of (x) the total amount
     received or  receivable  by the Company as  consideration  for the issue or
     sale of such  Convertible  Securities,  plus (y) the  aggregate  amount  of
     additional  consideration,   if  any,  payable  to  the  Company  upon  the
     conversion  or  exchange  thereof,  by (ii) the  total  number of shares of
     Ordinary  Shares  issuable  upon the  conversion  or  exchange  of all such
     Convertible  Securities)  shall be less  than the  Warrant  Price in effect
     immediately prior to the time of such issue or sale, then the total maximum
     number of shares of Ordinary Shares issuable upon conversion or exchange of
     all such  Convertible  Securities  shall be deemed to have been  issued for
     such  price  per  share  as of the  date  of the  issue  or  sale  of  such
     Convertible Securities and thereafter shall be deemed to be outstanding for
     purposes  of  adjusting  the  Warrant  Price,  provided  that (a) except as
     otherwise  provided in  subsection  8(f)(3),  no  adjustment of the Warrant
     Price shall be made upon the actual  issuance of such Ordinary  Shares upon
     conversion or exchange of such  Convertible  Securities  and (b) no further
     adjustment  of the  Warrant  Price  shall be made by reason of the issue or
     sale of Convertible Securities upon exercise of any Options to purchase any
     such Convertible

                                       7
<PAGE>


     Securities  for  which  adjustments  of the  Warrant  Price  have been made
     pursuant to the other provisions of subsection 8(f).

          (f)(3) Change in Option Price or Conversion  Rate.  Upon the happening
     of any of the following events,  namely, if the purchase price provided for
     in any Option  referred to in subsection  8(f)(l)  hereof,  the  additional
     consideration,  if any,  payable  upon the  conversion  or  exchange of any
     Convertible  Securities  referred to in subsections  8(f)(l) or 8(f)(2), or
     the rate at which Convertible Securities referred to in subsections 8(f)(l)
     or 8(f)(2) are convertible  into or exchangeable  for Ordinary Shares shall
     change at any time  (including,  but not  limited to,  changes  under or by
     reason of provisions  designed to protect  against  dilution),  the Warrant
     Price in effect at the time of such event shall  forthwith be readjusted to
     the  Warrant  Price  which  would have been in effect at such time had such
     Options or  Convertible  Securities  still  outstanding  provided  for such
     changed purchase price, additional consideration or conversion rate, as the
     case  may be,  at the  time  initially  granted,  issued  or  sold.  On the
     termination  of any Option for which any  adjustment  was made  pursuant to
     this  subsection  8(f) or any  right to  convert  or  exchange  Convertible
     Securities for which any  adjustment  was made pursuant to this  subsection
     8(f)  (including  without  limitation  upon the  redemption or purchase for
     consideration of Convertible  Securities by the Company), the Warrant Price
     then in effect  hereunder  shall  forthwith be changed to the Warrant Price
     which  would have been in effect at the time of such  termination  had such
     Option or Convertible  Securities,  to the extent  outstanding  immediately
     prior to such termination, never been issued.

          (f)(4)  Consideration for Stock. In case any Ordinary Shares,  Options
     or  Convertible   Securities   shall  be  issued  or  sold  for  cash,  the
     consideration  received  therefor  shall  be  deemed  to be the net  amount
     received by the Company therefor, after deduction therefrom of any expenses
     incurred or any underwriting  commissions or concessions paid or allowed by
     the Company in connection therewith.  In case any Ordinary Shares,  Options
     or Convertible Securities shall be issued or sold for a consideration other
     than cash, the amount of the consideration  other than cash received by the
     Company  shall be  deemed  to be the fair  value of such  consideration  as
     determined  in good faith by the Board of Directors  of the Company,  after
     deduction  of any  expenses  incurred or any  underwriting  commissions  or
     concessions paid or allowed by the Company in connection therewith. In case
     any Options shall be issued in connection  with the issue and sale of other
     securities of the Company,  together comprising one integral transaction in
     which no specific consideration is allocated to such Options by the parties
     thereto,  such  Options  shall  be  deemed  to have  been  issued  for such
     consideration  as determined in good faith by the Board of Directors of the
     Company.

          (f)(5)  Record  Date.  In case the Company  shall take a record of the
     holders of its  Ordinary  Shares for the purpose of  entitling  them (i) to
     receive a  dividend  or other  distribution  payable  in  Ordinary  Shares,
     Options or  Convertible  Securities  or (ii) to  subscribe  for or purchase
     Ordinary Shares, Options or Convertible

                                       8
<PAGE>

     Securities,  then such  record  date  shall be deemed to be the date of the
     issue or sale of the  Ordinary  Shares  deemed to have been  issued or sold
     upon  the  declaration  of  such  dividend  or the  making  of  such  other
     distribution  or the date of the granting of such right of  subscription or
     purchase, as the case may be.

          (f)(6) Treasury Shares.  The number of Ordinary Shares  outstanding at
     any given time shall not include shares owned or held by or for the account
     of the Company or any of its wholly-owned subsidiaries, and the disposition
     of any such shares  (other than the  cancellation  or  retirement  thereof)
     shall be considered an issue or sale of Ordinary  Shares for the purpose of
     this subsection (f).

     (g) Anything herein to the contrary notwithstanding,  the Company shall not
be  required  to make any  adjustment  of the  Warrant  Price in the case of the
issuance of (A)  capital  stock,  Options or  Convertible  Securities  issued to
directors,  officers, employees or consultants of the Company in connection with
their  service as directors of the Company,  their  employment by the Company or
their retention as consultants or service  providers by the Company  pursuant to
an equity compensation program approved by the Board of Directors of the Company
or the  compensation  committee of the Board of  Directors  of the Company,  (B)
Ordinary  Shares  upon the  conversion  or  exercise  of Options or  Convertible
Securities  issued  prior to the date  hereof,  (C)  Ordinary  Shares  issued or
issuable by reason of a dividend,  stock split or other distribution on Ordinary
Shares  (but only to the  extent  that such a  dividend,  split or  distribution
results in an adjustment in the Warrant Price  pursuant to the other  provisions
of this Warrant) or (D) capital stock, Options or Convertible  Securities issued
in an  acquisition  by the Company of the assets or equity  interests of another
entity,  in  connection  with  a  joint  venture  or  other  strategic  alliance
transaction  or to lending  institutions,  licensors  of tangible or  intangible
property or equipment leasing companies in connection with licensing, leasing or
financing transactions,  in either case approved by the Board of Directors,  and
(E) the  issuance of  Ordinary  Shares upon the  exercise or  conversion  of any
securities described in clauses (A) through (D) above  (collectively,  "Excluded
Issuances").

        Section 9.  Fractional  Interest.  The Company  shall not be required to
issue  fractions  of Warrant  Shares upon the  exercise of the  Warrant.  If any
fractional  Ordinary  Shares  would,  except  for the  provisions  of the  first
sentence of this Section 9, be delivered  upon such  exercise,  the Company,  in
lieu of delivering such fractional share,  shall pay to the exercising holder of
this Warrant an amount in cash equal to the Fair Market Value of such fractional
Ordinary Shares on the date of exercise.  As used in this Warrant,  "Fair Market
Value" of a an Ordinary  Share as of a particular  date (the  "Valuation  Date")
shall  mean the  following:  (a) if the  Ordinary  Shares  are then  listed on a
national  stock  exchange,  the closing sale price of one Ordinary Share on such
exchange  on the last  trading  day  prior  to the  Valuation  Date;  (b) if the
Ordinary  Shares  are then  quoted on  Nasdaq,  the  closing  sale  price of one
Ordinary Share on Nasdaq on the last trading day prior to the Valuation Date or,
if no such closing sale price is available,  the average of the high bid and the
low sales price quoted on Nasdaq on the last trading day prior to the  Valuation
Date;  or (c) if the  Ordinary  Shares are not then  listed on a national  stock
exchange or quoted on Nasdaq,  the Fair Market Value of one Ordinary Share as of
the Valuation Date,  shall be determined in good faith by the Board of Directors
of the Company.

                                       9
<PAGE>


     Section 10. Extension of Expiration Date. If the Company fails to cause any
Registration Statement covering Registrable Securities (unless otherwise defined
herein,  capitalized  terms are as defined in the Registration  Rights Agreement
referred  to in  Section  15  below)  to be  declared  effective  prior  to  the
applicable dates set forth therein and the Blackout Period (whether alone, or in
combination with any other Blackout  Period)  continues for more than 60 days in
any 12 month period,  or for more than a total of 90 days,  then the  Expiration
Date of this Warrant shall be extended one day for each day beyond the 60-day or
90-day limits, as the case may be, that the Blackout Period continues.

     Section 11.  Benefits.  Nothing in this Warrant  shall be construed to give
any person,  firm or corporation  (other than the Company and the  Warrantholder
and permitted  Tranferees)  any legal or equitable  right,  remedy or claim,  it
being agreed that this Warrant  shall be for the sole and  exclusive  benefit of
the Company and the Warrantholder.

     Section  12.  Notices to  Warrantholder.  Upon the  happening  of any event
requiring an adjustment of the Warrant  Price,  the Company shall  promptly give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.  Failure to give such notice to the  Warrantholder  or any
defect  therein  shall not  affect  the  legality  or  validity  of the  subject
adjustment.

     Section 13. Identity of Transfer Agent. The Transfer Agent for the Ordinary
Shares is American Stock Transfer and Trust Company. Upon the appointment of any
subsequent  transfer  agent  for the  Ordinary  Shares  or other  shares  of the
Company's  capital  stock  issuable  upon the exercise of the rights of purchase
represented  by the  Warrant,  the  Company  will  mail to the  Warrantholder  a
statement setting forth the name and address of such transfer agent.

     Section 14.  Notices.  Unless  otherwise  provided,  any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or  telecopier,  then such notice  shall be deemed  given upon  receipt of
confirmation of complete  transmittal,  (iii) if given by mail, then such notice
shall be deemed  given  upon the  earlier of (A)  receipt of such  notice by the
recipient  or (B) three days after such notice is deposited in first class mail,
postage prepaid,  and (iv) if given by an internationally  recognized  overnight
air courier,  then such notice  shall be deemed given one day after  delivery to
such  carrier.  All  notices  shall  be  addressed  as  follows:  (i)  if to the
Warrantholder,  at its address as set forth in the  Company's  books and records
and, if to the Company,  at the address as follows,  or at such other address as
the  Warrantholder  or the Company may  designate by ten days'  advance  written
notice to the other:

                      If to the Company:

                             Attunity Ltd.
                             Einstein Building
                             Tirat Carmel, Israel
                             Attention:  Arie Gonen

                                       10

<PAGE>

                             Fax: 011-972-4-857-6745


                      With a copy (which shall not constitute notice) to:

                             Carter, Ledyard & Milburn
                             2 Wall Street
                             New York, NY 10005
                             Attention: Steven Glusband
                             Fax: (212) 732-3232

                      If to Plenus:

                      Plenus Technologies, Ltd.
                      16 Abba Eben Avenues
                      Herzliya Pituach
                      Israel
                      Attentionn: Ruthi Simcha
                      Facsimile:  972-9-957-8770


     Section 15. Registration Rights. The Warrantholder is entitled with respect
to the Warrant  Shares to the identical  registration  rights and the additional
terms  and  conditions   (with  the  exception  of  the  penalties  and  expense
provisions)  provided in the Registration  Rights Agreement  between the Company
and certain Purchasers dated May 5, 2004, a copy of which is attached hereto.

The  rights  and  obligations  of the  Company  and the Holder set forth in this
Section 15 shall survive the exercise of this Warrant.

     Section 16.  Successors.  All the covenants and provisions hereof by or for
the  benefit of the  Warrantholder  shall  bind and inure to the  benefit of its
respective successors and assigns hereunder.

     Section 17. Governing Law. This Warrant shall be governed by, and construed
in accordance with, the internal laws of the State of Israel,  without reference
to the choice of law provisions  thereof.  This Warrant shall be governed by and
construed in accordance  with the internal laws of the State of Israel,  without
giving  effect  to its  choice  of law  provisions.  This  Agreement  shall  not
interpreted  or construed  with any  presumption  against the party causing this
Agreement to be drafted.

     Section  18.  No  Rights  as  Stockholder.  Prior to the  exercise  of this
Warrant,  the  Warrantholder  shall  not  have  or  exercise  any  rights  as  a
stockholder of the Company by virtue of its ownership of this Warrant.

     Section 19.  Amendment;  Waiver Any term of this  Warrant may be amended or
waived  (including  the  adjustment  provisions  included  in  Section 8 of this
Warrant) upon the written consent of the Company and the Warrantholder.

     Section 20. Section  Headings.  The section heading in this Warrant are for
the  convenience  of the  Company  and the  Warrantholder  and in no way  alter,
modify, amend, limit or restrict the provisions hereof.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
on the __ day of May 2004.

                                            ATTUNITY LTD.



                                            By:___________________________
                                      Name:
                                     Title:

                                       12

<PAGE>



                                   APPENDIX A
                                   ----------

                              WARRANT EXERCISE FORM
                              ---------------------

To: Attunity Ltd.

Attn: ____________,





        1. [ ] [____]  (Check and initial  here if the  undersigned  elects this
alternative)  The  undersigned  hereby  elects  to  purchase  [FILL IN NUMBER OF
SHARES]  ____________  Ordinary Shares of Attunity Ltd. pursuant to the terms of
the attached Warrant (the  "Warrant"),  and tenders herewith payment in full for
the Exercise Price of the shares being purchased.

        1. [ ] [____]  (Check and initial  here if the  undersigned  elects this
alternative  In lieu  of  exercising  the  Warrant  for  cash  or a  check,  the
undersigned  hereby elects to effect the net exercise  provision of Section 3(b)
of the Warrant and receive [FILL IN NUMBER OF SHARES] _________  Ordinary Shares
of Attunity Ltd. pursuant to the terms of the Warrant according to the following
calculation (Initial here if the undersigned elects this alternative ________):

               X = Y (A-B)          (   ) = (____) [(_____) - (_____)]
                   -------                  --------------------------

                      A                               (_____)

        Where X = the  number  of  shares  of  Warrant  Shares  to be  issued to
Warrantholder.

               Y = the number of shares of Warrant Shares  purchasable under the
               amount of the Warrant being exchanged (as adjusted to the date of
               such calculation).

               A = the  Fair  Market  Value of one  share  of the  Corporation's
               Ordinary Shares.

               B = Exercise Price (as adjusted to the date of such calculation).



        2. Please issue a certificate or certificates  representing said Warrant
Shares  in the  name of the  below  list of  entities,  and  record  same in the
Corporation's internal share registry, as follows:



                                         Very truly yours,

                                          ______________



                                          By: ___________

                                         Title: __________

                                         Date: __________




<PAGE>

                                   Appendix B
                                   ----------

                                FORM OF TRANSFER

                  (To be signed only upon transfer of Warrant)

FOR VALUE  RECEIVED,  the  undersigned  (the  "Transferor")  hereby  assigns and
transfers unto ______________________________________________ (the "Transferee")
the right  represented by the attached Warrant No. _ (the "Warrant") to purchase
[fill in  amount of  Warrant  Shares]  Warrant  Shares of  Attunity  Ltd.  at an
Exercise Price of $3.00, subject to adjustment,  out of the total Warrant Shares
to which the Warrant relates, and appoints ______________, Attorney, to transfer
such right on the books of Attunity Ltd., with full power of substitution in the
premises.  The  Transferor  further  represents  that  the  transfer  is made in
accordance with the terms of the Warrant,  including,  without limitation,  with
respect to the Transferee being a Permitted  Transferee or with respect to which
consent to transfer has been given by Attunity Ltd.

Dated: __________________



By:
    -------------------------

Name:
      -----------------------



Signed in the presence of:



By:
    -------------------------

Name:
      -----------------------



And the undersigned  Transferee  hereby agrees to the transfer of said rights to
which the Warrant relates, and agrees to be bound by the terms and conditions of
the Warrant.  The  undersigned  further  represents that the transfer is made in
accordance with the terms of the Warrant.

Dated: __________________



By:
    -------------------------

Name:
      -----------------------



Signed in the presence of:



By:
    -------------------------

Name:
      -----------------------

                                       14


<PAGE>



                            FLOATING CHARGE AGREEMENT
                            -------------------------

THIS FLOATING CHARGE AGREEMENT (this "Agreement") made as of the 3rd day of June
2004,  by and among  Attunity  Ltd.,  an Israeli  company  number  520038019  of
Einstein   Building,   Tirat  Hacarmel  Israel  39101(the   "Pledgor");   Plenus
Technologies Ltd. of Delta House, 16 Abba Eben Avenue,  Herzeliya 46725, Israel)
("Plenus" or  "Lender");  and United  Mizrachi  Bank Ltd. and Golden Gate Bridge
Fund (Israel), Limited Partnership (collectively the "Co-Lenders").

        WHEREAS, the Pledgor has agreed to enter into this Agreement in order to
secure  certain  obligations  of the Pledgor to the Lender and to the Co-Lenders
(the  "Secured  Obligations",  as such  term is  defined  in the Loan  Agreement
referred to in Section 1);

                    NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. The Preamble to this  Agreement  constitutes  an integral  part  hereof.  All
capitalized  terms used  herein and not  defined  herein  shall have the meaning
assigned  to such  terms in the Loan  Agreement  by and among the  Pledgor,  the
Lender and the Co-Lenders, dated as of June ___, 2004 (the "Loan Agreement").

2. To secure the  performance  of the  Pledgor's  obligations  pursuant  to this
Agreement,  the Loan Agreement and the Warrant (the "Secured Obligations"),  the
Pledgor hereby pledges and grants the Lender and the Co-Lender, a first priority
floating charge on all of its right,  title and interest (the "Floating Charge")
in all its present and future  tangible and intangible  assets and rights of any
kind, whether  contingent or absolute,  all as more fully described in Exhibit A
attached  hereto (the  "Collateral"),  for as long as the Floating  Charge is in
effect.

3.  Subject to the  provisions  of Section  13.2  hereof,  the Pledgor  will not
without prior written consent of Plenus which will not be unreasonably  withheld
or  delayed  and  which  consent  may  be  obtained,   inter  alia,  via  e-mail
communication:  (a) materially  change the general nature of its business and/or
operate  any  transaction  which  may  have a  material  adverse  effect  on the
business,  condition  (financial or otherwise),  or results of operations of the
Pledgor or on the  ability of the  Pledgor  to comply  with any of its  material
obligations under any of the Transaction  Documents ("Material Adverse Change");
(b) make any loan or other extension of credit to its distributors, customers or
any  subsidiary  that is not wholly  owned by  Pledgor  (with the  exception  of
Attunity  Software  Services (1991) Ltd. in which the Company through its wholly
owned subsidiary, Attunity Israel (1992) Ltd., holds a 95% interest), except for
loans and other  extensions of credit granted in the ordinary course of business
and in the event such loan or other  extension  of credit is not in the ordinary
course of business,  for an  aggregate  amount of not more than  US$50,000;  (c)
receive  financial  loans or similar  extensions  of credit from a bank or other
financial  institution or third party,  exceeding (together with the amounts set
forth in subsection (d) hereunder) an aggregate amount of US$100,000;  (d) issue
any guarantee or otherwise incur any contingent liability in connection with any
financial  loan or similar  extension  of credit from a bank or other  financial
institution  or third  party,  exceeding  in the  aggregate  (together  with the
amounts  set forth in  subsection  (c)  hereinabove)  an  amount of  US$150,000;
provided that, the restrictions contained in


<PAGE>

                                       2

clauses (c) and (d) of this  Section 3 shall not apply to any  commercial  debts
(e.g.,  payments due to suppliers or other  entities  within the  framework of a
commercial  relationship  or  guarantees  in respect  thereof)  incurred  by the
Pledgor in the ordinary  course of its  business,  (e) sell,  transfer,  assign,
grant a security  interest in or pledge any of the  Collateral  other than:  (i)
with respect to sale or transfer of any of the Collateral in the ordinary course
of business,  or (ii) the creation of a fixed charge under Section 169(d) of the
Companies Ordinance (New Version), 5743-1983, on assets of the Pledgor which are
acquired by the Pledgor following the Effective Date,  provided,  however,  that
such fixed charge  shall only be recorded in favor of the actual  seller of such
assets  or a  commercial  bank,  or  other  financial  institution  specifically
financing such an acquisition of assets; (f) repay any existing or future loans,
debts  or other  financial  obligations,  including,  without  limitation,  with
respect to shareholders' loans,  excluding,  however,  operating expenses of the
Pledgor  which are  incurred in the  Pledgor's  ordinary  course of business and
repayment of loans or debts the assumption of which is not forbidden pursuant to
this Agreement; (g) transfer ownership of its assets to a third party other than
in the  ordinary  course  of  business,  (h)  create  or  permit  to  exist  any
encumbrance  over any of its  present or future  revenues  or assets  except for
encumbrances  existing at the date of this  Agreement;  and (i)  distribute  any
dividends.

For the purpose of this Agreement,  "IP" shall mean, all intangible legal right,
title and  interest  evidenced  by or embodied in or connected or related to (i)
copyrights;  (ii)  patents  and any  rights  thereunder,  and all  applications,
registrations,  and renewals in connection therewith; (iii) trademarks,  service
marks, trade names,  together with all translations,  adaptations,  derivations,
and combinations thereof, and all applications,  registrations,  and renewals in
connection  therewith;  (iv) all mask works, rights in original topographies and
all applications,  registrations,  and renewals in connection therewith; (v) all
trade  secrets,  rights to  unpatented  inventions,  know-how  and  confidential
information;  and  (vi)  all  computer  software  (including  data  and  related
documentation),  in each case on a worldwide  basis, and all copies and tangible
embodiments thereof, or any part thereof, in whatever form or medium.

The  provisions of this Section 3 shall apply  mutatis  mutandis to any existing
and/or future subsidiaries of the Pledgor.  The Pledgor undertakes that each and
every one of its existing and future  subsidiaries shall undertake in writing to
comply with this Section 3 as provided above.

4. The  Pledgor  shall use best  efforts to  preserve  the  Collateral,  without
interfering  with the use of the Collateral in the ordinary  course of business,
and shall at all times maintain  insurance  coverage  customary for a company of
its size,  at the stage of  development  and in the  industry  in which  Pledgor
operates.

5. The Pledgor hereby affirms the  representations  and warranties  appearing in
Section 4 of the Loan  Agreement and such  representations  and  warranties  are
incorporated by reference herein.

6. Plenus shall be entitled on its own behalf and on behalf of the Co-lenders to
enforce the Floating  Charge against the Pledgor,  and the  Collateral  shall be
subject to immediate  foreclosure,  at any time and without any further  demand,
immediately


<PAGE>
                                       3

upon the occurrence of an Event of Acceleration,  unless otherwise  provided for
in this Agreement or the Loan Agreement.

The Pledgor shall  promptly  inform the Lender of the occurrence of any Event of
Acceleration  and, upon receipt of a written request to that effect from Plenus,
confirm to the Lender that,  except as  previously  notified to the Lender or as
notified in such confirmation, no Event of Acceleration has occurred.

7.   (a)  Upon the  occurrence  of any Event of  Acceleration,  Plenus  shall be
          entitled to adopt all the measures it deems fit, allowed by applicable
          law, in order to recover the  performance  of the Secured  Obligations
          and realize all of its rights hereunder,  including the realization of
          the Collateral, in whole or in part, and to apply the proceeds thereof
          to the Secured  Obligations  without  Plenus  first being  required to
          realize any other guarantees or collateral securities, if such be held
          by Plenus.


     (b)  Upon the  occurrence  of an  Event of  Acceleration,  Plenus  may,  as
          attorney-in-fact  of the Pledgor  (and,  for the purpose  hereof,  the
          Pledgor   does   hereby   irrevocably   appoints   Plenus  to  be  its
          attorney-in-fact), subject to any applicable law, sell all or any part
          of the Collateral by public auction or otherwise, by itself or through
          others, for cash or installments thereof or otherwise,  at a price and
          on such terms as Plenus in its reasonable  discretion  shall deem fit,
          and likewise,  subject to applicable law, Plenus may of its own accord
          or through the court or an execution office,  realize the value of the
          Collateral or any part thereof, including, inter alia, by appointing a
          receiver  or receiver  and  manager on behalf of Plenus,  who shall be
          empowered, inter alia:

        (1)    to call in all or any part of the Collateral;

        (2)    to sell, or agree to the sale of, the Collateral,  in whole or in
               part,  to  dispose,  or agree to  dispose,  of same in such other
               manner on such terms as he deems fit;

        (3)    to make such other  arrangement  regarding the  Collateral or any
               part thereof as he deems fit;

        (4)    to  take  any and all  action  required  which  he,  at his  sole
               discretion,  deems  productive  or  otherwise  helpful,  for  the
               realization of the Collateral,  and/or for the fulfillment of his
               duty; and

        (5)    to carry out any other authority empowered to him by the court or
               the execution office.

         The Lenders and the  Co-Lenders  acknowledge  and agree that certain of
         the  Collateral  may have been  developed  with the assistance of funds
         received from the Office of the Chief Scientist of the Israeli Ministry
         of Industry,  Trade and Employment and consequently  the use,  transfer
         and sale of such Collateral is subject to the Law for the Encouragement
         of  Industrial  Research  and  Development,  5744-1984,  as  amended or
         supplemented from time to time


<PAGE>

                                       4

         and all rules and  regulations  issued  thereunder  (the "R&D Law") and
         they undertake to comply with the R&D Law.

8. The Pledgor shall  cooperate  with the Lender and  Co-Lenders and execute all
documents as may be  reasonably  necessary or advisable to register the Floating
Charge with the Israeli Registrar of Companies and/or Registrar of Pledges, such
document(s)  substantially  in the form  annexed  hereto as Exhibit B, and shall
bear all stamp taxes with respect to such registrations.  The Pledgor shall pay,
upon demand,  all reasonable  expenses,  including  reasonable  attorney's fees,
incurred by the Lender and the Co-lender in enforcing  their rights and remedies
hereunder.

9. The amount being secured under the Floating  Charge  created by this Floating
Charge  Agreement is unlimited in amount and is created in  accordance  with the
Loan  Agreement.  The payments to be made to the Lender and to the Co-lenders in
the  event  of the  foreclosure  of the  Floating  Charge  will  be  made in the
following  order:  (i) costs  (distributed  pro rata  among the  Lender  and the
Co-lenders),,  (ii)  expenses and taxes,  (iii)  interest,  (iv) any payment due
under  Section  9.6 of the Loan  Agreement  and (v) the  Principal  Amount.  The
Floating Charge shall be cancelled and be of no further force and effect and the
Lender and Co-Lenders  shall  promptly  execute and provide the Pledgor with all
documents necessary to release the Floating Charge upon repayment in full of the
Principal  Amount  together with any accrued  Interest  thereon,  payment of the
Credit Line Fee (if  applicable)  and any other  amounts due  according  to this
Agreement, unless terminated earlier by the Lender.

10. This Agreement  shall be governed by, and construed in accordance  with, the
laws of the State of Israel. The parties hereto hereby irrevocable submit to the
exclusive jurisdiction of the appropriate court in Tel Aviv, Israel.

11. The Pledgor shall promptly notify Plenus in writing of any Material  Adverse
Change and of any other event that may materially adversely affect the condition
or value of the Collateral.

12. The  Pledgor  will  immediately  notify  Plenus of any change in its name or
identity or corporate structure or in the location of its chief offices or where
its  books and  records  are kept,  as well as any  change to its  incorporation
documents.[It's just a notice requirement]

13. None of the rights,  privileges or obligations  set forth in, arising under,
or created by, this Agreement may be assigned or transferred by any party hereto
without the prior consent in writing of the Pledgor and Plenus.  Notwithstanding
the foregoing and without  derogating  from the  requirement and limitations set
forth immediately below:

      13.1 the Lender and each of the Co-Lenders  shall have the right to assign
      or  transfer  any of its rights,  privileges  and  obligations  under this
      Agreement to a Permitted  Transferee,  provided  that such  assignment  or
      transfer is not to a competitor of the Pledgor,  and further provided that
      the assignee or transferee undertakes, in writing, all of such Lender's or
      Co-Lender's obligations hereunder. The assigning or transferring Lender or
      Co-Lender shall notify the


<PAGE>
                                       5

      Pledgor in writing of any such  assignment or transfer no later than seven
      (7) days following its execution.

      13.2 The  Pledgor  shall be  entitled  to assign or  transfer  its rights,
      privileges  and  obligations  under this  Agreement in the event of an M&A
      Transaction  (as defined  below) so long as the entity that  results  from
      such  merger  or   consolidation,   or  purchase   and  sale  of  all,  or
      substantially  all,  of  Pledgor's  assets or shares (as  applicable,  the
      "Surviving  Entity"),  shall have  executed and delivered to the Lender an
      agreement  containing an assumption by the Surviving Entity of the due and
      punctual  performance of all obligations and performance and observance of
      each covenant and condition of the Pledgor set forth in the Loan Agreement
      and herein,  including the registration and perfection of the Lender's and
      Co-Lenders'  security  interest in the  Collateral.  For  purposes of this
      Agreement,  the term M&A Transaction  shall mean the consummation of (a) a
      transaction or a series of transactions for the sale or other  disposition
      of  all,  or  substantially   all,  of  the  assets  or  business  of  the
      Corporation, or (b) a transaction or a series of transactions,  including,
      without  limitation,  a merger or consolidation,  whereby,  or as a result
      thereof, the Corporation's  shareholders  immediately prior thereto,  hold
      50% or less of the voting power of the  Corporation,  the surviving entity
      or the new  entity  (as the case may be) or they will no  longer  have the
      power or the right to appoint more than fifty (50%) percent of the members
      of the board of directors of such entity.

14.  Notwithstanding  anything  herein to the contrary,  (i) the Co-Lenders have
agreed that Plenus at its sole discretion shall determine whether to realize any
charges and/or pledges over the assets of the Pledgor created for the benefit of
the Lender and the Co-Lenders, and make any other decisions that need to be made
with respect to any other issue relating to this Agreement,  (ii) the Co-Lenders
have agreed that Plenus at its sole discretion shall determine  whether an Event
of  Acceleration  has occurred and (iii) the Co-Lenders  have agreed not to take
any action to the contrary.

15. The parties  hereto intend and agree that the  Co-Lenders  shall be deemed a
third party  beneficiary  hereunder and that,  subject to Section 14 above,  all
rights and privileges  conferred upon the Co-Lenders pursuant hereto shall inure
to their benefit.

16.  Any  notices  to be  provided  by one  party  to  another  shall be done in
accordance with the notice provisions set forth in the Loan Agreement.

17. Any term of this  Agreement  may be amended and the  observance  of any term
hereof may be waived (either prospectively or retroactively and either generally
or in a particular  instance)  only with the written  consent of the Pledgor and
Plenus. No delay or omission to exercise any right, power, or remedy accruing to
any party  upon any breach or default  under this  Agreement,  shall be deemed a
waiver of such  party's  rights or remedies  with  respect to such breach or any
other breach or default  theretofore  or  thereafter  occurring.  All  remedies,
either  under  this  Agreement  or by law or  otherwise  afforded  to any of the
parties, shall be cumulative and not alternative.


<PAGE>

                                       6

18. This  Agreement,  the Fixed Charge  Agreement,  the Loan Agreement and their
Exhibits  and  Schedules,  constitute  the full  and  entire  understanding  and
agreement  among the  parties  with  regard to the  subject  matters  hereof and
thereof. The preamble, Exhibits and Schedules hereto constitute an integral part
hereof.



        IN WITNESS WHEREOF,  this Floating Charge Agreement has been executed by
the parties hereto as of the date first above written.



ATTUNITY LTD.                                    PLENUS TECHNOLOGIES LTD.


By:                                        By:
         ----------------------                      ----------------------
Title:                                     Title:
         ----------------------                      ----------------------
Date:                                      Date:
         ----------------------                      ----------------------



UNITED MIZRACHI BANK LTD.                    GOLDEN GATE BRIDGE FUND
                                             (ISRAEL), LIMITED PARTNERSHIP

By:                                        By:
         ----------------------                      ----------------------
Title:                                     Title:
         ----------------------                      ----------------------
Date:                                      Date:
         ----------------------                      ----------------------

<PAGE>


                                       7

                                    EXHIBIT A
                                    ---------

        The collateral consists of all of Pledgor's rights, titles and interests
in and to all  assets  of the  Pledgor,  including,  but  not  limited  to,  the
following (the "Collateral"):

        All goods and  equipment  now owned or  hereafter  acquired,  including,
without limitation, all machinery,  fixtures, vehicles (including motor vehicles
and trailers),  and any interest in any of the foregoing,  and all  attachments,
accessories,   accessions,   replacements,    substitutions,    additions,   and
improvements to any of the foregoing, wherever located;

        All  inventory,  now owned or  hereafter  acquired,  including,  without
limitation,  all  merchandise,  raw  materials,  parts,  supplies,  packing  and
shipping  materials,  work in  process  and  finished  products  including  such
inventory as is temporarily out of Pledgor's custody or possession or in transit
and  including  any  returns  upon any  accounts  or other  proceeds,  including
insurance  proceeds,  resulting  from  the  sale  or  disposition  of any of the
foregoing and any documents of title representing any of the above;

        All contract rights and general intangibles and all of Pledgor's IP, now
owned or hereafter  acquired,  including,  without  limitation,  the  underlying
source  and  object  code  of  Pledgor's   proprietary   software  products  and
technologies,  goodwill, trademarks,  servicemarks, Internet domain names, trade
dress, trade styles, trade names, patents, patent applications,  leases, license
agreements,   franchise  agreements,   blueprints,  drawings,  purchase  orders,
customer lists, route lists,  infringement claims,  computer programs,  computer
discs, computer tapes, literature,  reports, catalogs, design rights, income tax
refunds,  payments  of  insurance;  all claims  for  damages by way of any past,
present and future infringement of any of the foregoing and rights to payment of
any kind, including trade receivables and accrued payments for services rendered
and/or products and consulting services deliverables delivered;

        All now  existing  and  hereafter  arising  accounts,  contract  rights,
royalties,  license rights and all other forms of  obligations  owing to Pledgor
arising out of the sale or lease of goods,  the  licensing of  technology or the
rendering of services by Pledgor, whether or not earned by performance,  and any
and all credit insurance,  guaranties,  and other security therefor,  as well as
all merchandise returned to or reclaimed by Pledgor;

        All  documents,   cash,   deposit   accounts,   securities,   securities
entitlements,   securities  accounts,  investment  property,  financial  assets,
letters of credit,  certificates  of deposit,  instruments and chattel paper now
owned or hereafter acquired and Pledgor's Books relating to the foregoing;

 All  claims for  damages by way of any past,  present  and future  infringement
 of any of Pledgor's IP;


<PAGE>

                                       8

        All  Pledgor's  Books  relating to the foregoing and any and all claims,
rights and interests in any of the above and all  substitutions  for,  additions
and accessions to and proceeds thereof;

        The term "Pledgor's Books" as used herein shall mean all Pledgor's books
and  records  including   ledgers,   records   regarding   Pledgor's  assets  or
liabilities, the Collateral,  business operations or financial condition and all
computer programs or discs or any equipment containing the information; and

        All insurance  policies or the proceeds  thereof in respect of the above
described assets.

Notwithstanding  anything to the contrary in this Exchibit A, "Collateral" shall
not include  those  assets on which a charge or  encumberance  has already  been
registered  at the Israeli  Registrar  of  Companies at the date of the Floating
Charge Agreement to which this Exhibit A is attached.


<PAGE>





                             FIXED CHARGE AGREEMENT
                             ----------------------

        THIS FIXED CHARGE AGREEMENT (this "Agreement") made as of the 3rd day of
June 2004, by and among  Attunity  Ltd., a company duly  incorporated  under the
laws of the State of Israel,  having its principal place of business at Einstein
Building,  Tirat Hacarmel,  Israel (the "Pledgor"),  Plenus Technologies Ltd. of
Delta  House,  16 Abba Eben Avenue,  Herzeliya  46725,  Israel  ("Plenus" or the
"Lender"), and Golden Gate Bridge Fund (Israel), Limited Partnership, and United
Mizrachi Bank, Ltd. (collectively referred to as "Co-lenders").

        WHEREAS, the Pledgor has agreed to enter into this Agreement in order to
secure certain  obligations of the Pledgor, to the Lender and to the Co-lenders,
pursuant to the Loan Agreement;

        NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. The Preamble to this  Agreement  constitutes  an integral  part  hereof.  All
capitalized  terms used  herein and not  defined  herein  shall have the meaning
assigned  to such  terms in the Loan  Agreement  by and among the  Pledgor,  the
Lender and the Co-lenders, dated as of June 3, 2004 (the "Loan Agreement").

2. To secure the  performance  of the  Pledgor's  obligations  pursuant  to this
Agreement,  the Floating  Charge  Agreement,  the Loan Agreement and the Warrant
(the "Secured  Obligations"),  the Pledgor hereby pledges and grants the Lender,
and to the  Co-Lenders,  a first  priority  fixed  charge on all of the  Pledgor
rights in and to its  intellectual  property (the "Fixed  Charge") as more fully
described in Exhibit A attached  hereto (the  "Collateral"),  for as long as the
Fixed Charge is in effect.

3. The Pledgor will not without prior  written  consent of Plenus which will not
be  unreasonably  withheld or delayed and which  consent may be obtained,  inter
alia, via e-mail communication:  (a) materially change the general nature of its
business;  (b) make any loan or other  extension of credit to its  distributors,
customers  or any  subsidiary  that is not  wholly  owned by  Pledgor  (with the
exception of Attunity Software Services (1991) Ltd. in which the Company through
its wholly owned subsidiary, Attunity Israel (1992) Ltd., holds a 95% interest),
other than loans and advances granted in the ordinary course of business and for
an aggregate  amount of not more than  $50,000;  (c) receive any loan or advance
from a third party or incur any debt,  other than debt  incurred in the ordinary
course of business consistent with past business practices of the Pledgor and up
to an aggregate amount of US$100,000; (d) issue any guarantee or otherwise incur
any contingent  liability,  other than in the ordinary course of business and up
to an  aggregate  amount of  US$100,000;  (e) sell,  transfer,  assign,  grant a
security  interest in or pledge any of the  Collateral  or any of the  Pledgor's
other assets (f) repay any existing or future  loans,  debts or other  financial
obligations, including, without limitation, with respect to shareholders' loans,
in the aggregate amount of more than US$50,000,  excluding,  however,  operating
expenses of the Pledgor which are incurred in the Pledgor's  ordinary  course of
business  and  repayment  of  loans  or  debts  the  assumption  of which is not
forbidden  pursuant to this  Agreement;  (g)  transfer  ownership  of its assets
(other than the  Collateral) to a third party other than in the ordinary  course
of business, (h) create or


<PAGE>

                                       2

permit to exist any  encumbrance  over any of its present or future  revenues or
assets; and (i) distribute any dividends.

        The  provisions  of this Section 3 shall apply  mutatis  mutandis to any
existing and/or future  subsidiaries  or affiliates of the Pledgor.  The Pledgor
undertakes  that each and every of its existing and future  subsidiaries,  shall
undertake in writing to comply with this Section 3 as provided above.

4. The  Pledgor  shall use best  efforts to  preserve  the  Collateral,  without
interfering  with the use of the Collateral in the ordinary  course of business,
and shall at all time maintain  insurance which is adequate for a company of the
size, at the stage of development and in the industry which Pledgor operates and
approved by Plenus.  The Pledgor  shall permit the Lender and the  Co-lenders to
inspect  the  Collateral  and its  records  at all  reasonable  times  and  upon
reasonable  notice,   subject  to  customary   non-disclosure   restrictions  as
reasonably determined by the Pledgor.

5. The Pledgor hereby makes those  representations  and warranties  appearing in
Section 4 of the Loan  Agreement and such  representations  and  warranties  are
incorporated by reference herein.

6.  Plenus  shall be  entitled  on behalf of the  Lender and the  Co-lenders  to
enforce  the Fixed  Charge  against the  Pledgor,  and the  Collateral  shall be
subject to  immediate  foreclosure,  at any time  without  any  further  demand,
immediately  upon the occurrence of an Event of  Acceleration,  unless otherwise
provided for below or in the Loan Agreement.

        The Pledgor shall  promptly  inform the Lender of the  occurrence of any
Event of Acceleration and, upon receipt of a written request to that effect from
Plenus,  confirm to the Lender that, except as previously notified to the Lender
or as notified in such confirmation, no Event of Acceleration has occurred.

7.    (a) Upon the  occurrence  of any Event of  Acceleration,  Plenus  shall be
          entitled to adopt all the measures it deems fit, allowed by applicable
          law, in order to recover the  performance  of the Secured  Obligations
          and realize all of its rights hereunder,  including the realization of
          the Collateral, in whole or in part, and to apply the proceeds thereof
          to the Secured  Obligations  without  Plenus  first being  required to
          realize any other guarantees or collateral securities, if such be held
          by Plenus.


     (b)  Upon the  occurrence  of an  Event of  Acceleration,  Plenus  may,  as
          attorney-in-fact  of the Pledgor  (and,  for the purpose  hereof,  the
          Pledgor   does   hereby   irrevocably   appoints   Plenus  to  be  its
          attorney-in-fact), subject to any applicable law, sell all or any part
          of the Collateral by public auction or otherwise, by itself or through
          others, for cash or installments thereof or otherwise,  at a price and
          on such terms as Plenus in its reasonable  discretion  shall deem fit,
          and likewise,  subject to applicable law, Plenus may of its own accord
          or through the court or an execution office, realize the Collateral or
          any part thereof,  including,  inter alia, by appointing a receiver or
          receiver  and  manager  on behalf of Plenus,  who shall be  empowered,
          inter alia:


<PAGE>

                                       3

        (1)    to call in all or any part of the Collateral;

        (2)    to sell, or agree to the sale of, the Collateral,  in whole or in
               part,  to  dispose,  or agree to  dispose,  of same in such other
               manner on such terms as he deems fit;

        (3)    to make such other  arrangement  regarding the  Collateral or any
               part thereof as he deems fit;

        (4)    to  take  any and all  action  required  which  he,  at his  sole
               discretion,  deems  productive  or  otherwise  helpful,  for  the
               realization of the Collateral,  and/or for the fulfillment of his
               duty; and

        (5)    to carry out any other authority empowered to him by the court or
               the execution office.

        The Lenders and the Co-Lenders acknowledge and agree that certain of the
        Collateral may have been developed with the assistance of funds received
        from the  Office of the  Chief  Scientist  of the  Israeli  Ministry  of
        Industry,  Trade and Employment and consequently  the use,  transfer and
        sale of such Collateral is subject to the Law for the  Encouragement  of
        Industrial   Research  and   Development,   5744-1984,   as  amended  or
        supplemented  from  time to time and all rules  and  regulations  issued
        thereunder  (the "R&D Law") and they  undertake  to comply  with the R&D
        Law.

8. The Pledgor shall  cooperate  with the Lender and  Co-lenders and execute all
documents  as may be  reasonably  necessary  or  advisable to register the Fixed
Charge with the Israeli Registrar of Companies and/or Registrar of Pledges, such
document(s)  substantially  in the form  annexed  hereto as Exhibit B, and shall
bear all stamp taxes with respect to such registrations.  The Pledgor shall pay,
upon demand,  all reasonable  expenses,  including  reasonable  attorney's fees,
incurred by the Lender and the Co-lenders in enforcing their rights and remedies
hereunder.

9. The amount being secured under the Fixed Charge  created by this Fixed Charge
Agreement  is  unlimited  in amount and is created in  accordance  with the Loan
Agreement. The payments to be made to the Lender and the Co-lenders in the event
of the  foreclosure  of the Fixed  Charge will be made in the  following  order:
costs  (pro rata  among the  Lender  and the  Co-lenders),  expenses  and taxes,
Interest, any payment under Section 9.6 of the Loan Agreement and then Principal
Amount. The Fixed Charge shall be cancelled, and the Lender and Co-lenders shall
promptly execute and provide the Pledgor with all documents necessary to release
the Fixed  Charge,  upon  repayment  of all  amounts  owed to the Lender and the
Co-lenders and the termination of the Loan Agreement pursuant to its terms.

10. This Agreement  shall be governed by, and construed in accordance  with, the
laws of the State of Israel. The parties hereto hereby irrevocable submit to the
exclusive jurisdiction of the appropriate court in Tel Aviv, Israel.



<PAGE>

                                        4

11. The Pledgor shall promptly notify Plenus in writing of any Material  Adverse
Change and of any other event that may materially adversely affect the condition
or value of the Collateral.

12. The  Pledgor  will  immediately  notify the  Lender  and  Co-lenders  of any
material  change  in its  name or  identity  or  corporate  structure  or in the
location of its chief  offices or where its books and records are kept,  as well
as any change to its  incorporation  documents which might adversely  affect the
Lender's and the Co-lenders' rights hereunder.

13. None of the rights,  privileges, or obligations set forth in, arising under,
or created by this  Agreement may be assigned or transferred by any party hereto
without the prior consent in writing of the Pledgor and Plenus.  Notwithstanding
the foregoing and without  derogating  from the  requirement and limitations set
forth  immediately  below, the Lender and the Co-lenders shall have the right to
assign or transfer  any of its rights,  privileges  and  obligations  under this
Agreement to a Permitted  Transferee,  provided that such assignment or transfer
is not to a competitor of the Pledgor, and further provided that the assignee or
transferee  undertakes,   in  writing,  all  of  such  Lender's  or  Co-lender's
obligations  hereunder.  The assigning or transferring Lender or Co-lender shall
notify the Pledgor in writing of any such  assignment  or transfer no later than
seven (7) days following its execution.

14.  Notwithstanding  anything  herein to the contrary,  (i) the Co-lenders have
agreed that Plenus at its sole discretion shall determine whether to realize any
charges and/or pledges over the assets of the Pledgor created for the benefit of
the Lender and the  Co-lenders,  (ii) the Co-lenders  have agreed that Plenus at
its sole discretion  shall determine  whether a Default Event has occurred,  and
(iii) Plenus has been appointed the attorney-in-fact on behalf of the Co-lenders
in connection  with all of the foregoing and the  Co-lenders  have agreed not to
take any action to the contrary.

15.  Any  notices  to be  provided  by one  party  to  another  shall be done in
accordance with the notice provisions set forth in the Loan Agreement.


                            [signature page follows]


<PAGE>

                                       5

        IN WITNESS WHEREOF, this Fixed Charge Agreement has been executed by the
parties hereto as of the date first above written.



ATTUNITY LTD.                                     PLENUS TECHNOLOGIES LTD.


By:                                               By:
           ---------------------                           ---------------------
Title:                                            Title:
           ---------------------                           ---------------------
Date:                                             Date:
           ---------------------                           ---------------------


UNITED MIZRACHI BANK, LTD.

By:
           --------------------
Title:
           --------------------
Date:
           --------------------

GOLDEN GATE BRIDGE FUND (ISRAEL) LIMITED PARTNERSHIP



By:      _________________

Title:   _________________

Date:   _________________






<PAGE>

                                       6


                                    EXHIBIT A
                                    ---------

        The Collateral  consists of all of Pledgor's right,  title in and to its
intellectual property rights, including, but not limited to, the following:

        All  contract  rights and  general  intangibles  now owned or  hereafter
acquired,  including, without limitation,  goodwill,  trademarks,  servicemarks,
Internet domain names, trade dress, trade styles, trade names,  patents,  patent
applications,  leases,  license agreements,  franchise  agreements,  blueprints,
drawings, purchase orders, customer lists, route lists,  infringements,  claims,
computer  programs,   computer  discs,  computer  tapes,  literature,   reports,
catalogs,  design rights, all claims for damages by way of any past, present and
future infringement of any of the foregoing and rights to payment of any kind;

        All now  existing  and  hereafter  arising  accounts,  contract  rights,
royalties,  license rights and all other forms of  obligations  owing to Pledgor
arising out of the sale or lease of goods,  the  licensing of  technology or the
rendering of services by Pledgor, whether or not earned by performance,  and any
and all credit insurance,  guaranties,  and other security therefor,  as well as
all merchandise returned to or reclaimed by Pledgor;

        All copyright rights,  copyright  applications,  copyright registrations
and like  protections in each work of authorship  and  derivative  work thereof,
whether  published or unpublished,  now owned or hereafter  acquired;  all trade
secret  rights,  including  all  rights  to  unpatented  inventions,   know-how,
operating manuals,  license rights and agreements and confidential  information,
now owned or hereafter  acquired;  all mask work or similar rights available for
the protection of  semiconductor  chips,  now owned or hereafter  acquired;  all
claims for damages by way of any past, present and future infringement of any of
the foregoing; and

        All  Pledgor's  Books  relating to the foregoing and any and all claims,
rights and interests in any of the above and all  substitutions  for,  additions
and accessions to and proceeds thereof; and

        The term "Pledgor's Books" as used herein shall mean all Pledgor's books
and  records  including   ledgers,   records   regarding   Pledgor's  assets  or
liabilities, the Collateral,  business operations or financial condition and all
computer programs or discs or any equipment containing the information.

        All insurance  policies or the proceeds  thereof in respect of the above
described assets.