Exhibit 4.14



        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 FEBRUARY 4, 2007 (the "EXPIRATION DATE").

No. _______


                                  ATTUNITY LTD.

                   WARRANT TO PURCHASE 20,000 ORDINARY SHARES
                         NOMINAL VALUE NIS 0.1 PER SHARE

        For VALUE RECEIVED,  [                        ], an Israeli company (the
"Warrantholder"),  is entitled to purchase,  subject to the  provisions  of this
Warrant, from Attunity Ltd., an Israeli company (the "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 $1.92 (the  exercise  price in effect being herein called the
"Warrant  Price"),  20,000 shares ("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.  Transfers.   As  provided  herein,   this  Warrant  may  be
transferred only pursuant to a registration statement filed under the Securities
Act  of  1933,  as  amended  ("Securities  Act"),  or  an  exemption  from  such
registration.  Subject to such  restrictions,  the Company  shall  transfer this
Warrant  from time to time upon the books to be  maintained  by the  Company for
that  purpose,   upon  surrender  thereof  for  transfer  properly  endorsed  or
accompanied by appropriate instructions for transfer and such other documents as
may be  reasonably  required  by the  Company,  including,  if  required  by the
Company,  an opinion of its counsel to the effect  that such  transfer is exempt
from the  registration  requirements of the Securities Act of 1933, to establish
that such transfer is being made in accordance with the terms hereof,  and a new
Warrant shall be issued to the transferee and the  surrendered  Warrant shall be
canceled by the Company.


<PAGE>



        Section 3. Exercise of Warrant.  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.

        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.

        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

                                        2

<PAGE>


     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,

                                        3

<PAGE>


     securities or assets as would have been issuable or payable with respect to
     or in  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 provisions of this
     paragraph  (b)  shall  similarly   apply  to  successive   reorganizations,
     reclassifications,  consolidations,  mergers,  sales,  transfers  or  other
     dispositions.

               (c) 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.

               (d) 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.

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


        Section 9. Fractional  Interest. The  Company  shall not be  required to
issue fractions of Warrant Shares upon the exercise of the Warrant.

        Section 10. Benefits. Nothing in this Warrant shall be construed to give
any person,  firm or corporation  (other than the Company and the Warrantholder)
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 11.  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

                                       4

<PAGE>


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 12.  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 13. 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
                             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

        Section 14.  Registration  Rights. The initial holder of this Warrant is
entitled to the benefit of certain registration rights in respect of the Warrant
Shares as provided in Section 1 of that letter agreement between the Company and
the  Warrantholder  dated February 5, 2004, and any subsequent holder hereof may
be entitled to such rights.

                                        5

<PAGE>



        Section 15. 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 16.  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. The Company and, by accepting
this  Warrant,  the  Warrantholder,  each  irrevocably  submits to the exclusive
jurisdiction  of the  courts of  Haifa,  Israel  to the  exclusion  of all other
jurisdictions  for the  purpose  of any suit,  action,  proceeding  or  judgment
relating to or arising out of this  Warrant  and the  transactions  contemplated
hereby.  Service  of  process  in  connection  with any  such  suit,  action  or
proceeding may be served on each party hereto  anywhere in the world by the same
methods  as are  specified  for the giving of notices  under this  Warrant.  The
Company and, by accepting  this Warrant,  the  Warrantholder,  each  irrevocably
consents  to the  jurisdiction  of any such  court in any such  suit,  action or
proceeding  and to the  laying  of venue in such  court.  The  Company  and,  by
accepting this Warrant, the Warrantholder, each irrevocably waives any objection
to the laying of venue of any such suit,  action or  proceeding  brought in such
courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

        Section  17. 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 18. 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 19. 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.

                                       6

<PAGE>


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

                                            ATTUNITY LTD.



                                            By:___________________________
                                            Name:
                                            Title:

                                        7

<PAGE>



                                   APPENDIX A
                                  Attunity Ltd.
                              WARRANT EXERCISE FORM

To: Attunity Ltd.

        The  undersigned  hereby  irrevocably  elects to  exercise  the right of
purchase  represented  by the within  Warrant  ("Warrant")  for, and to purchase
thereunder  by the payment of the Warrant  Price and  surrender  of the Warrant,
_______________  Ordinary Shares ("Warrant  Shares")  provided for therein,  and
requests that certificates for the Warrant Shares be issued as follows:

                      -------------------------------
                      Name
                      --------------------------------
                      Address
                      --------------------------------

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

                      Federal Tax ID or Social Security No.

        and delivered by certified mail to the above address, or
                                   electronically         (provide        DWAC
Instructions:___________________), or
                                             other                   (specify:
__________________________________________).

and,  if the  number  of  Warrant  Shares  shall not be all the  Warrant  Shares
purchasable upon exercise of the Warrant,  that a new Warrant for the balance of
the Warrant  Shares  purchasable  upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.


Dated: ___________________, ____

Note:  The signature must correspond with
Signature:______________________________
the name of the registered holder as written
on the first page of the Warrant in every          _____________________________
particular, without alteration or enlargement             Name (please print)
or any change whatever, unless the Warrant
has been assigned.                                 _____________________________

                                                   -----------------------------
                                                   Address
                                                   -----------------------------
                                                   Federal Identification or
                                                   Social Security No.
                                       8

<PAGE>



                                                   Assignee:

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


                                       9