EXHIBIT 10.1
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                              EMPLOYMENT AGREEMENT
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            This Employment Agreement (the "Agreement") is made as of February
28, 2002, by and between Ben Nye (the "Executive") and Precise Software
Solutions, Inc. and any of its subsidiaries, divisions and affiliates (the
"Company"). The Agreement as amended supercedes the prior agreement dated
February 9, 2000.

            WHEREAS, the Executive and the Company deem it in their respective
best interests to enter into an agreement providing for the employment of the
Executive as the Company's Chief Financial Office ("CFO") and Chief Operating
Officer ("COO") subject to the terms and conditions hereinafter set forth; and

            WHEREAS, the Company agrees to use all the best efforts to recruit
in a timely manner a Chief Financial Officer ("CFO") who will assume all
financial roles and responsibilities on behalf of the company.

            THEREFORE, once the new CFO will join the Company, the Executive
will no longer serve as CFO and COO, but only as COO.


      NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto hereby agree as follows:


1.    Employment. Subject to the terms and conditions set forth in this
      Agreement, the Company offers and the Executive hereby accepts employment
      in the role of CFO and COO, effective as of February 28, 2002 (the
      "Effective Date"). Once the new CFO will join the Company, the Executive
      will no longer serve as CFO and COO, but only as COO. The parties agree
      that such employment shall be full time and on an at-will basis, which
      means that either the Executive or the Company may, subject to the
      provisions of this Agreement, terminate the employment relationship (and
      this Agreement) at any time, for any or no reason, with or without cause,
      upon written notice to the other party. The term of this Agreement as from
      time to time may be modified and in effect, is hereafter referred to as
      "the term of his Agreement" or the "term hereof."

2.    Capacities and Performance. During the term hereof, the Executive shall
      serve the Company as its Chief Financial Officer and Chief Operating
      Officer. THEREFORE, once the new CFO will join the Company, the Executive
      will no longer serve as CFO and COO, but only as COO. The Executive shall
      report to the Company's CEO. The Executive shall comply with and perform,
      faithfully, diligently and to the best of his
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      ability, such directions and duties in relation to the business and
      affairs of the Company as may from time to time be vested in or requested
      of him by the Company. The Executive shall devote substantially all of his
      business time, attention and energies to the business of the Company as
      may from time to time be vested in or requested of him by the Company.
      Executive shall not work as an executive, independent consultant or agent
      for another entity, during the business hours of Precise, without the
      permission or Precise.

3.    Compensation and Benefits. As compensation for the satisfactory
      performance by the Executive of his duties and obligations hereunder to
      the Company and subject to the provisions of Section 5, the Executive
      shall receive:

      3.1   Base Salary. The Executive's initial base salary shall be paid a
            rate of $20,750 per month (the "Base Salary"). The Base Salary shall
            be payable in accordance with the customary payroll practices of the
            Company, but at least paid monthly, as may be established or
            modified from time to time and shall be subject to all applicable
            federal, state and/or local payroll and withholding taxes.

      3.2   Bonus.


            (a)   During the first year of employment the Company shall pay the
                  Executive a bonus of $37,000 per quarter for each fiscal
                  quarter end. All bonus payments will be subject to Company's
                  normal meritorious bonus practice described below based on
                  revenue and operating income attainment goals consistent with
                  those of the CEO and as described by 2002 MBO Plan approved by
                  the board

            (b)   Signing Bonus. None

      3.3   Stock Options.

            (a)   Subject to the approval by the Company's Board of Director
                  (the" Board") and subject to the terms, conditions and
                  restrictions of the Company's [1998 Share Option and Incentive
                  Plan] and a stock option agreement between the Company and the
                  Executive, the Executive shall be eligible to be granted
                  options, as established by and at the sole discretion of the
                  Board, to purchase shares of Company's common stock at the
                  fair market value for each year of employment.

            (b)   Acceleration of Vesting of Option for Business Combinations -
                  Upon a Transfer of Control (as defined in the Plan), 50% of
                  the employee's total
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                  unvested shares shall, immediately prior to the consummation
                  of such Transfer of Control, become vested in accordance with
                  Section 3 of the option agreement and immediately exercisable
                  by the Employee. In addition to the above, upon (1) a closing
                  of a Transfer of Control and (2) the occurrence of a
                  Termination Event (as defined below), the remaining 50% of the
                  unvested shares subject to this option shall, immediately
                  exercisable by Employee.

                  A Termination Event is defined as the involuntary termination
                  of employment of the Employee within one (1) year after the
                  closing of a Transfer of Control other than under Disgraceful
                  Circumstances In addition, a Termination Event shall also
                  include the following if such event has occurred within one
                  (1) year after the closing of a Transfer of Control: (1)
                  reduction in salary or reduction in the level of benefits of
                  the Employee as in effect on the date immediately prior to the
                  closing of the Transfer of Control: (2) a diminution in the
                  nature of scope of the Employee's authority, duties or
                  responsibilities in effect immediately prior to the closing of
                  the Transfer of Control; or (3) change in location of the
                  principle office to which the Employee must report of greater
                  that 50 miles.

      3.4   Vacation. Subject to and in accordance with the Company's policy.
            The Executive shall be eligible for 15 days of paid vacation per
            calendar year.

      3.5   Benefits. Subject to any contribution therefore generally required
            of executives of the Company, the Executive will be eligible to
            participate in the Company's benefits plans to the same extent as,
            and subject to the same terms, conditions and limitations applicable
            to other executives of the Company in similar positions. Such
            participation shall be subject to (i) the terms of the applicable
            plan documents, (ii) generally applicable Company policies, and
            (iii) the discretion of the Company and/or the Board or any
            administrative or other committee provided for in or contemplated by
            such plan. The Company's current plans and policies shall govern all
            other benefits. The Company may alter, modify, add to, or delete its
            employee benefits plans and/or policies at any time as the Company
            and/or the Board, in their sole judgment, determines to be
            appropriate.

      3.6   Relocation. None
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      3.7   Business Expenses. The Company shall pay or reimburse the Executive
            for all reasonable business expenses incurred or paid by the
            Executive in the performance of his duties and responsibilities
            hereunder, subject to (i) any reasonable expense policy set by the
            Company as may be modified from time to time, and (ii) such
            reasonable substantiation and documentation requirements as may be
            specified by the Company from time to time.

4.    Termination of Employment. The Executive's employment and this Agreement
      shall terminate under the following circumstances:

      4.1   Death or Disability. In the event of the Executive's death or
            Disability (as defined herein) during the term hereof, the
            Executive's employment and this Agreement shall immediately and
            automatically terminate and the Company shall pay to the Executive
            (or in the case of death, the Executive's designated beneficiary, or
            if no beneficiary has been designated by Executive, his estate), any
            Base, pro rata bonus and pro rata vested options earned but unpaid
            through the date of death or Disability. For the purposes of this
            Agreement, "Disability" shall mean any physical incapacity or mental
            incompetence (i) as a result of which the Executive is unable to
            perform substantially all his duties responsibilities hereunder for
            an aggregate of 120 days, whether or not consecutive, during any
            calendar year, and (ii) which cannot be reasonably accommodated by
            the Company without material undue hardship. Any determination of
            disability shall be made by a qualified physician or physicians
            selected by the Company and the Executive. The failure of the
            Executive to submit to a reasonable examination by such physician
            shall constitute determination of a permanent Disability.

      4.2   By the Company because of Disgraceful Circumstances.

            (a)   The Company may terminate the Executive's employment and this
                  Agreement because of Disgraceful Circumstances at any time
                  during the term hereof. The Company shall thereafter have no
                  further obligation or liability to the Executive relating to
                  the Executive's employment or this Agreement, other that Base
                  Salary and pro rata bonus earned but unpaid and pro rata
                  vested shares through the date of termination.

            (b)   The following events or conditions shall constitute
                  "Disgraceful Circumstances" for termination (which shall
                  hereafter only referred to as
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                  "Dismissal for Cause"): (i) willful gross negligence, willful
                  misconduct or willful breach of fiduciary duty to the Company
                  and its subsidiaries (ii) commission of an act of embezzlement
                  or fraud; (iii) deliberate disregard of the rules or policies
                  of the Company, Precise Ltd. or any Subsidiary which results
                  in direct material loss, damage or injury to the Company,
                  Precise Ltd. or any Subsidiary, (iv) the unauthorized
                  disclosure of any trade secret or confidential information of
                  the Company, Precise Ltd. or any Subsidiary which materially
                  harms the Company.

      4.3   By the Company. The Company may terminate the Executive's employment
            and this Agreement at any time, for any or no reason, during the
            term hereof. In the event of such termination, the Executive will be
            entitled to a continuation, for twelve (12) months from the date of
            the Executive's termination of employment, of (i) his salary in an
            amount equal to the Executive's Base Salary (in effect at the time
            of such termination) and full bonus based on company results (ii)
            pro rata monthly vesting of options, and (iii) payment of premiums
            (in the same amount as of the Executive's date of termination) on
            the Executive's behalf to continue his health insurance, to the
            extent the Executive elects to continue such coverage in accordance
            with and pursuant to the Consolidated Omnibus Budget Reconciliation
            Act of 1985 ("COBRA").

      4.4   By the Executive. The Executive also may terminate this Agreement
            and/or his employment with the Company for any or no reason during
            the term hereof upon 15 days' prior notice to the Company. Upon
            receipt of such notice, the Company may accelerate the Executive's
            termination and pay to the Executive (i) an amount equivalent to his
            base monthly salary (at that time) and (ii) pro rata bonus based on
            company's results for the quarter prior to the date of termination.
            The Executive shall also be entitled to exercise his stock options
            only with respect to those options in which he was fully vested as
            of the effective date of his termination. In the event Executive's
            termination is accelerated under this provision, vesting of options
            shall continue through the next vesting date within the remainder of
            the 15-day notice period. The Company shall thereafter have no
            further obligation or liability to the Executive relating to the
            Executive's employment or this Agreement, other that for (1) any
            Base Salary earned but unpaid through the date of termination (2)
            pro rata bonus earned but unpaid based on company's results for the
            quarter prior to the date of termination. (3) Reimbursement for
            business expenses through the date of termination.
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5.    Effect of Termination. The provisions of this Section 5 shall apply in the
      event of termination of this Agreement and/or the Executive's employment
      pursuant to Sections

      5.1   Payment in Full. Payment by the Company to the Executive of any Base
            Salary, bonus, vested stock options, related benefit and other
            compensation amounts shall constitute the entire obligation of the
            Company to the Executive, except that nothing in this Section 5.1 is
            intended or shall be construed to affect the rights and obligations
            of the Company, on the one hand, and the Executive, on the other,
            with respect to any loans, stock warrants, stock pledge
            arrangements, option plans or other agreements to the extent said
            rights or obligations survive the Executive's termination of
            employment under the provisions of documents relating thereto.

      5.2   Termination of Benefits. Except for any right of continuation of
            benefits coverage to the extent provided herein and/or provided by
            COBRA or other applicable law, benefits shall terminate pursuant to
            the terms of the applicable benefit plans as of the termination date
            of the Executive's employment without regard to any continuation of
            Base Salary or other payments to the Executive following such
            termination date.

      5.3   Cessation of Compensation and Benefits. . If the Executive
            materially breaches his obligations under this Agreement and/or the
            Confidentiality Agreement, the Company may immediately cease payment
            of all compensation, severance and benefits described in this
            Agreement. The cessation of these payments shall be in addition to,
            and not as an alternative to, any other remedies at law or in equity
            available to the Company, including the right to seek specific
            performance or an injunction.

6.    Survival of Certain Provisions. The obligations of the Executive under the
      Confidentiality Agreement expressly survive any termination of the
      Executive's employment for up to twelve months, regardless of the manner
      of such termination, or termination of this Agreement.

7.    Conflicting Agreements. The Executive and Company hereby warrants that the
      execution of this Agreement and the performance of obligations hereunder
      will not
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      breach or be in conflict with any other agreement to which or by which the
      Executive or Company is a party or is bound and that the Executive is not
      now subject to and will not enter into any covenants against competition
      or similar covenants that would affect the performance of his obligations
      hereunder. Moreover, where this Agreement conflicts with other of the
      Company's agreements the terms included in this agreement will be
      determinative.

8.    Withholding Taxes. All payments made by the Company under this Agreement
      shall be subject to and reduced by any federal, state and/or local taxes
      or other amounts required to be withheld by the Company under any
      applicable law.

9.    Miscellaneous.

      9.1   Assignment. The Executive shall not assign this Agreement or any
            interest herein. The company may assign this Agreement. No such
            assignment shall be deemed a "termination" of the Executive's
            employment within the meaning of Section 4. This Agreement shall
            inure to the benefit of and be binding upon the successors and
            assigns of the Company.

      9.2   Severability. The Executive and Company agrees that each provision
            and the subparts of each provision herein shall be treated as
            separate and independent clauses and the unenforceability of any one
            clause shall in no way impair the enforceability of any of the other
            clauses of the Agreement. Moreover, if one or more of the provisions
            contained in this Agreement shall for any reason be held to be
            excessively broad as to scope, activity, subject or otherwise so as
            to be unenforceable at law, such provision or provisions shall be
            construed by the appropriate judicial body by limiting or reducing
            it or them, so as to be enforceable to the maximum extent compatible
            with the applicable law as it shall then appear. The Executive and
            Company hereby further agrees that the language of all parts of this
            Agreement shall in all cases be construed as a whole according to
            its fair meaning and not strictly for or against either of the
            parties.

      9.3   Waiver Amendment. Any waiver by the Company of a breach of any
            provision of this Agreement shall not operate or be construed as a
            waiver of any subsequent breach of such provision or any other
            provision hereof. In addition, any amendment to or modification of
            this Agreement or any waiver of any provision hereof must be in
            writing and signed by the Company and the Executive.

      9.4   Notices. All notices, requests and other communications provided for
            by this Agreement shall be in writing and shall be effective when
            delivered in person on
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            four business days after being deposited in the mail of the United
            States, postage prepaid, registered or certified, and addressed (a)
            in the case of the Executive, to the address set forth underneath
            his signature to this Agreement or (b) in the case of the Company,
            to the attention of Shimon Alon c/o Precise Software Solutions, Inc,
            690 Canton Street, Westwood, MA 02090; and/or to such other address
            as either party may specify by notice to the other.

      9.5   Entire Agreement. This Agreement, and any stock option agreement
            between the Company and the Executive constitute the entire
            agreement between the Company and the Executive with respect to the
            terms and conditions of the Executive's employment with the Company
            and supersede and cancel all prior communications, agreements and
            understandings, written or oral, between the Executive and the
            Company with respect to the terms and conditions of the Executive's
            employment with the Company.

      9.6   Counterparts. This Agreement may be executed in counterparts, each
            of which shall be original and all of which together shall
            constitute one and the same instrument.

      9.7   Governing Law. This Agreement, the employment relationship
            contemplated herein and any claim arising from such relationship,
            whether or not arising under this Agreement, shall be governed by
            and construed in accordance with the internal laws of the
            Commonwealth of Massachusetts without giving effect to any choice or
            conflict of laws provision or rule thereof, and this Agreement shall
            be deemed to be performable in such Commonwealth.

      9.8   Consent to Jurisdiction. The Executive and the Company agree to be
            in good faith seek arbitration to settle any differences. The
            arbitration will be in Boston, Massachusetts at the American
            Arbitration Association ("AAA") before a single arbitrator. Such
            arbitrator shall be selected in accordance with AAA's then current
            rules and regulation. In the event no settlement is reached, the
            Executive, by his execution hereof, hereby irrevocably submits to
            the exclusive jurisdiction of the state or federal courts of the
            Commonwealth of Massachusetts for the purpose of any claim or action
            arising out of or based upon this Agreement, the Executive's
            employment with the Company and/or termination thereof, or relating
            to the subject matter hereof, and agrees not to commence any such
            claim or action other than in the above-named courts.

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            IN WITNESS WHEREOF, this Agreement has been executed by the Company,
by its duly authorized representative, and by the Executive, as of the date
first above written.


                                            PRECISE SOFTWARE SOLUTIONS, INC.

                                            By: /s/ Shimon Alon
                                                ----------------------------
                                            Name: Shimon Alon
                                                  --------------------------
                                            Title: CEO
                                                   -------------------------


                                            THE EXECUTIVE

                                            /s/ J. Benjamin H. Nye
                                            --------------------------------
                                            Ben Nye