EXHIBIT 10.2
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                         PRECISE SOFTWARE SOLUTIONS LTD.

                    AMENDED 2000 EMPLOYEE SHARE PURCHASE PLAN

ARTICLE 1 - PURPOSE.
--------------------

         This 2000 Employee Share Purchase Plan (the "Plan") is intended to
encourage ownership of ordinary shares of Precise Software Solutions Ltd. (the
"Company"), a corporation organized under the laws of the state of Israel, by
all employees of the participating companies (as defined in Article 17) so that
they may share in the growth of the Company by acquiring or increasing their
proprietary interest in the Company. The Plan is designed to encourage eligible
employees to remain in the employ of the Company and its participating
subsidiaries as defined in Article 17. The Plan is intended to constitute an
"employee stock purchase plan" within the meaning of Section 423(b) of the
Internal Revenue Code of 1986, as amended (the "Code").

ARTICLE 2 - ADMINISTRATION OF THE PLAN.
---------------------------------------

         The Plan may be administered by a committee appointed by the Board of
Directors of the Company (the "Committee"). The Committee shall consist of not
less than two members of the Company's Board of Directors. The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, shall be filled by the
Board of Directors. The Committee may select one of its members as Chairman, and
shall hold meetings at such times and places as it may determine. Acts by a
majority of the Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee.

         The interpretation and construction by the Committee of any provisions
of the Plan or of any option granted under it shall be final, unless otherwise
determined by the Board of Directors. The Committee may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem best,
provided that any such rules and regulations shall be applied on a uniform basis
to all employees under the Plan. No member of the Board of Directors or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.

         In the event the Board of Directors fails to appoint or refrains from
appointing a Committee, the Board of Directors shall have all power and
authority to administer the Plan. In such event, the word "Committee" wherever
used herein shall be deemed to mean the Board of Directors.

ARTICLE 3 - ELIGIBLE EMPLOYEES.
-------------------------------

         All employees of the participating companies whose customary employment
is more than 20 hours per week and for more than five months in any calendar
year and who have completed at least three months of service for the Company or
any of its participating subsidiaries shall be
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eligible to receive options under the Plan to purchase ordinary shares of the
Company, and all eligible employees shall have the same rights and privileges
hereunder. Persons who are eligible employees on the first business day of any
Payment Period (as defined in Article 5) shall receive their options as of such
day. Persons who become eligible employees after any date on which options are
granted under the Plan shall be granted options on the first day of the next
succeeding Payment Period on which options are granted to eligible employees
under the Plan. In no event, however, may an employee be granted an option if
such employee, immediately after the option was granted, would be treated as
owning shares possessing five percent or more of the total combined voting power
or value of all classes of shares of the Company or of any parent corporation or
subsidiary corporation, as the terms "parent corporation" and "subsidiary
corporation" are defined in Section 424(e) and (f) of the Code. For purposes of
determining share ownership under this paragraph, the rules of Section 424(d) of
the Code shall apply, and shares which the employee may purchase under
outstanding options shall be treated as shares owned by the employee.

ARTICLE 4 - SHARES SUBJECT TO THE PLAN.
---------------------------------------

         The shares subject to the options under the Plan shall be authorized
but unissued ordinary shares of the Company, par value 0.03 NIS per share (the
"Ordinary Shares"), or Ordinary Shares reacquired by the Company, including
shares purchased in the open market. The aggregate number of shares which may be
issued pursuant to the Plan is 667,000, subject to adjustment as provided in
Article 12. If any option granted under the Plan shall expire or terminate for
any reason without having been exercised in full or shall cease for any reason
to be exercisable in whole or in part, the unpurchased shares subject thereto
shall again be available under the Plan.

ARTICLE 5 - PAYMENT PERIOD AND SHARE OPTIONS.
---------------------------------------------

         The first Payment Period during which payroll deductions will be
accumulated under the Plan shall commence on October 1, 2000 and shall end on
March 31, 2001. For the remainder of the duration of the Plan, Payment Periods
shall consist of the six-month periods commencing on April 1 and October 1 and
ending on September 30 and March 31 of each calendar year, or such other periods
as the Committee may from time to time adopt.

         Twice each year, on the first business day of each Payment Period, the
Company will grant to each eligible employee who is then a participant in the
Plan an option to purchase on the last day of such Payment Period, at the Option
Price hereinafter provided for, a maximum of 1,000 Ordinary Shares, on condition
that such employee remains eligible to participate in the Plan throughout the
remainder of such Payment Period. The participant shall be entitled to exercise
the option so granted only to the extent of the participant's accumulated
payroll deductions on the last day of such Payment Period. If the participant's
accumulated payroll deductions on the last day of the Payment Period would
enable the participant to purchase more than 1,000 Ordinary Shares except for
the 1,000-Ordinary Share limitation, the excess of the amount of the accumulated
payroll deductions over the aggregate purchase price of the 1,000 Ordinary
Shares shall be promptly refunded to the participant by the Company, without
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interest. The Option Price per share for each Payment Period shall be the lesser
of (i) 85% of the average market price of the Ordinary Shares on the first
business day of the Payment Period and (ii) 85% of the average market price of
the Ordinary Shares on the last business day of the Payment Period, in either
event rounded up to the nearest cent. The foregoing limitation on the number of
shares subject to option and the Option Price shall be subject to adjustment as
provided in Article 12.

         For purposes of the Plan, the term "average market price" on any date
means (i) the average (on that date) of the high and low prices of the Ordinary
Shares on the principal national securities exchange on which the Ordinary
Shares are traded, if the Ordinary Shares are then traded on a national
securities exchange; or (ii) the last reported sale price (on that date) of the
Ordinary Shares on the NASDAQ National Market, if the Ordinary Shares are not
then traded on a national securities exchange; or (iii) the average of the
closing bid and asked prices last quoted (on that date) by an established
quotation service for over-the-counter securities, if the Ordinary Shares are
not reported on the NASDAQ National Market; or (iv) if the Ordinary Shares are
not publicly traded, the fair market value of the Ordinary Shares as determined
by the Committee after taking into consideration all factors which it deems
appropriate, including, without limitation, recent sale and offer prices of the
Ordinary Shares in private transactions negotiated at arm's length.

         For purposes of the Plan, the term "business day" means a day on which
there is trading on the NASDAQ National Market or the aforementioned national
securities exchange, whichever is applicable pursuant to the preceding
paragraph.

         No employee shall be granted an option which permits the employee's
right to purchase shares under the Plan, and under all other Section 423(b)
employee shares purchase plans of the Company and any parent or subsidiary
corporations, to accrue at a rate which exceeds $25,000 of fair market value of
such shares (determined on the date or dates that options on such shares were
granted) for each calendar year in which such option is outstanding at any time.
The purpose of the limitation in the preceding sentence is to comply with
Section 423(b)(8) of the Code. If the participant's accumulated payroll
deductions on the last day of the Payment Period would otherwise enable the
participant to purchase Ordinary Shares in excess of the Section 423(b)(8)
limitation described in this paragraph, the excess of the amount of the
accumulated payroll deductions over the aggregate purchase price of the shares
actually purchased shall be promptly refunded to the participant by the Company,
without interest.

ARTICLE 6 - EXERCISE OF OPTION.
-------------------------------

         Each eligible employee who continues to be a participant in the Plan on
the last day of a Payment Period shall be deemed to have exercised his or her
option on such date and shall be deemed to have purchased from the Company such
number of full Ordinary Shares reserved for the purpose of the Plan as the
participant's accumulated payroll deductions on such date will pay for at the
Option Price, subject to the 1,000-Ordinary Share limit of the option and the
Section 423(b)(8) limitation described in Article 5. If the individual is not a
participant on the last day of a Payment Period, then he or she shall not be
entitled to exercise his or her option. No fractions of Ordinary Shares may be
purchased under the Plan. Unused payroll deductions
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remaining in a participant's account at the end of a Payment Period by reason of
the inability to purchase a fractional share shall be carried forward to the
next Payment Period.

ARTICLE 7 - AUTHORIZATION FOR ENTERING THE PLAN.
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         An employee may elect to enter the Plan by filling out, signing and
delivering to the Company an authorization:

         A. Stating the percentage to be deducted regularly from the employee's
      pay;

         B. Authorizing the purchase of shares for the employee in each Payment
      Period in accordance with the terms of the Plan; and

         C. Specifying the exact name or names in which Ordinary Shares
      purchased for the employee are to be issued as provided under Article 11
      hereof.

Such authorization must be received by the Company at least ten days before the
first day of the next succeeding Payment Period and shall take effect only if
the employee is an eligible employee on the first business day of such Payment
Period.

         Unless a participant files a new authorization or withdraws from the
Plan, the deductions and purchases under the authorization the participant has
on file under the Plan will continue from one Payment Period to succeeding
Payment Periods as long as the Plan remains in effect.

         The Company will accumulate and hold for each participant's account the
amounts deducted from his or her pay. No interest will be paid on these amounts.

ARTICLE 8 - MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS.
-------------------------------------------------

         An employee may authorize payroll deductions in an amount (expressed as
a whole percentage) not less than one percent (1%) but not more than ten percent
(10%) of the employee's total compensation, including base pay or salary and any
overtime, bonuses or commissions.

ARTICLE 9 - CHANGE IN PAYROLL DEDUCTIONS.
-----------------------------------------

         Deductions may not be increased or decreased during a Payment Period.
However, a participant may withdraw in full from the Plan.

ARTICLE 10 - WITHDRAWAL FROM THE PLAN.
--------------------------------------

         A participant may withdraw from the Plan (in whole but not in part) at
any time prior to the last day of a Payment Period by delivering a withdrawal
notice to the Company.

         To re-enter the Plan, an employee who has previously withdrawn must
file a new authorization at least ten days before the first day of the next
Payment Period in which he or she
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wishes to participate. The employee's re-entry into the Plan becomes effective
at the beginning of such Payment Period, provided that he or she is an eligible
employee on the first business day of the Payment Period.

ARTICLE 11 - ISSUANCE OF SHARES.
--------------------------------

         Certificates for Ordinary Shares issued to participants shall be
delivered as soon as practicable after each Payment Period by the Company's
transfer agent.

         Ordinary Shares purchased under the Plan shall be issued only in the
name of the participant, or if the participant's authorization so specifies, in
the name of the participant and another person of legal age as joint tenants
with rights of survivorship.

ARTICLE 12 - ADJUSTMENTS.
-------------------------

         Upon the happening of any of the following described events, a
participant's rights under options granted under the Plan shall be adjusted as
hereinafter provided:

         A. In the event that the Ordinary Shares shall be subdivided or
      combined into a greater or smaller number of shares or if, upon a
      reorganization, split-up, liquidation, recapitalization or the like of the
      Company, the Ordinary Shares shall be exchanged for other securities of
      the Company, each participant shall be entitled, subject to the conditions
      herein stated, to purchase such number of Ordinary Shares or amount of
      other securities of the Company as were exchangeable for the number of
      Ordinary Shares that such participant would have been entitled to purchase
      except for such action, and appropriate adjustments shall be made in the
      purchase price per share to reflect such subdivision, combination or
      exchange; and

         B. In the event the Company shall issue any of its Ordinary Shares as a
      dividend upon or with respect to the shares of the class which shall at
      the time be subject to option hereunder, each participant upon exercising
      such an option shall be entitled to receive (for the purchase price paid
      upon such exercise) the shares as to which the participant is exercising
      his or her option and, in addition thereto (at no additional cost), such
      number of shares of the class or classes in which such dividend or
      dividends were declared or paid, and such amount of cash in lieu of
      fractional shares, as is equal to the number of shares thereof and the
      amount of cash in lieu of fractional shares, respectively, which the
      participant would have received if the participant had been the holder of
      the shares as to which the participant is exercising his or her option at
      all times between the date of the granting of such option and the date of
      its exercise.

         Upon the happening of any of the foregoing events, the class and
aggregate number of shares set forth in Article 4 hereof which are subject to
options which have been or may be granted under the Plan and the limitations set
forth in the second paragraph of Article 5 shall also be appropriately adjusted
to reflect the events specified in paragraphs A and B above. Notwithstanding the
foregoing, any adjustments made pursuant to paragraphs A or B shall be made only
after the Committee, based on advice of counsel for the Company, determines
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whether such adjustments would constitute a "modification" (as that term is
defined in Section 424 of the Code). If the Committee determines that such
adjustments would constitute a modification, it may refrain from making such
adjustments.

         If the Company is to be consolidated with or acquired by another entity
in a merger, a sale of all or substantially all of the Company's assets or
otherwise (an "Acquisition"), the Committee or the board of directors of any
entity assuming the obligations of the Company hereunder (the "Successor Board")
shall, with respect to options then outstanding under the Plan, either (i) make
appropriate provision for the continuation of such options by arranging for the
substitution on an equitable basis for the shares then subject to such options
either (a) the consideration payable with respect to the outstanding Ordinary
Shares in connection with the Acquisition, (b) securities of the successor
corporation, or a parent or subsidiary of such corporation, or (c) such other
securities as the Successor Board deems appropriate, the fair market value of
which shall not materially exceed the fair market value of the Ordinary Shares
subject to such options immediately preceding the Acquisition; or (ii) terminate
each participant's options in exchange for a cash payment equal to the excess of
(a) the fair market value on the date of the Acquisition, of the number of
Ordinary Shares that the participant's accumulated payroll deductions as of the
date of the Acquisition could purchase, at an option price determined with
reference only to the first business day of the applicable Payment Period and
subject to the 1,000-Ordinary Share, Code Section 423(b)(8) and fractional-share
limitations on the amount of shares a participant would be entitled to purchase,
over (b) the result of multiplying such number of shares by such option price.

         The Committee or Successor Board shall determine the adjustments to be
made under this Article 12, and its determination shall be conclusive.

ARTICLE 13 - NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS.
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         An option granted under the Plan may not be transferred or assigned and
may be exercised only by the participant.

ARTICLE 14 - TERMINATION OF EMPLOYEE'S RIGHTS.
----------------------------------------------

         Whenever a participant ceases to be an eligible employee because of
retirement, voluntary or involuntary termination, resignation, layoff,
discharge, death or for any other reason, his or her rights under the Plan shall
immediately terminate, and the Company shall promptly refund, without interest,
the entire balance of his or her payroll deduction account under the Plan.
Notwithstanding the foregoing, eligible employment shall be treated as
continuing intact while a participant is on military leave, sick leave or other
bona fide leave of absence, for up to 90 days, or for so long as the
participant's right to re-employment is guaranteed either by statute or by
contract, if longer than 90 days.

ARTICLE 15 - TERMINATION AND AMENDMENTS TO PLAN.
------------------------------------------------

         The Plan may be terminated at any time by the Company's Board of
Directors but such termination shall not affect options then outstanding under
the Plan. It will terminate in any case
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when all or substantially all of the unissued Ordinary Shares reserved for the
purposes of the Plan have been purchased. If at any time Ordinary Shares
reserved for the purpose of the Plan remain available for purchase but not in
sufficient number to satisfy all then unfilled purchase requirements, the
available shares shall be apportioned among participants in proportion to the
amount of payroll deductions accumulated on behalf of each participant that
would otherwise be used to purchase stock, and the Plan shall terminate. Upon
such termination or any other termination of the Plan, all payroll deductions
not used to purchase shares will be refunded, without interest.

         The Committee or the Board of Directors may from time to time adopt
amendments to the Plan provided that, without the approval of the shareholders
of the Company, no amendment may (i) increase the number of shares that may be
issued under the Plan; (ii) change the class of employees eligible to receive
options under the Plan, if such action would be treated as the adoption of a new
plan for purposes of Section 423(b) of the Code; or (iii) cause Rule 16b-3 under
the Securities Exchange Act of 1934 to become inapplicable to the Plan.

ARTICLE 16 - LIMITS ON SALE OF SHARES PURCHASED UNDER THE PLAN.
--------------------------------------------------------------

         The Plan is intended to provide Ordinary Shares for investment and not
for resale. The Company does not, however, intend to restrict or influence any
employee in the conduct of his or her own affairs. An employee may, therefore,
sell shares purchased under the Plan at any time the employee chooses, subject
to compliance with any applicable federal or state securities laws and subject
to any restrictions imposed under Article 21 to ensure that tax withholding
obligations are satisfied. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE SHARES.

ARTICLE 17 - PARTICIPATING SUBSIDIARIES.
----------------------------------------

         The term "participating subsidiary" shall mean any present or future
subsidiary of the Company, as that term is defined in Section 424(f) of the
Code, which is designated from time to time by the Board of Directors to
participate in the Plan. The Board of Directors shall have the power to make
such designation before or after the Plan is approved by the shareholders.

         The term "participating company" shall mean each participating
subsidiary and, if the Board of Directors designates the Company to participate
in the Plan, the Company.

ARTICLE 18 - OPTIONEES NOT SHAREHOLDERS.
----------------------------------------

         Neither the granting of an option to an employee nor the deductions
from his or her pay shall constitute such employee a shareholder of the shares
covered by an option until such shares have been actually purchased by the
employee.

ARTICLE 19 - APPLICATION OF FUNDS.
----------------------------------

         The proceeds received by the Company from the sale of Ordinary Shares
pursuant to options granted under the Plan will be used for general corporate
purposes.
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ARTICLE 20 - NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.
-----------------------------------------------------------

         By electing to participate in the Plan, each participant that is
subject to federal income tax in the United States, agrees to notify the Company
in writing immediately after the participant transfers Ordinary Shares acquired
under the Plan, if such transfer occurs within two years after the first
business day of the Payment Period in which such Ordinary Shares were acquired.
Each such participant further agrees to provide any information about such a
transfer as may be requested by the Company or any subsidiary corporation in
order to assist it in complying with the tax laws. Such dispositions generally
are treated as "disqualifying dispositions" under Sections 421 and 424 of the
Code, which have certain tax consequences to participants and to the Company and
its participating subsidiaries.

ARTICLE 21 - WITHHOLDING OF ADDITIONAL INCOME TAXES.
----------------------------------------------------

         By electing to participate in the Plan, each participant acknowledges
that the Company and its participating subsidiaries are required to withhold
taxes with respect to the amounts deducted from the participant's compensation
and accumulated for the benefit of the participant under the Plan, and each
participant agrees that the Company and its participating subsidiaries may
deduct additional amounts from the participant's compensation, when amounts are
added to the participant's account, used to purchase Ordinary Shares or
refunded, in order to satisfy such withholding obligations. Each participant
further acknowledges that when Ordinary Shares are purchased under the Plan, the
Company and its participating subsidiaries may be required to withhold taxes
with respect to all or a portion of the difference between the fair market value
of the Ordinary Shares purchased and the purchase price, and each participant
agrees that such taxes may be withheld from compensation otherwise payable to
such participant. It is intended that tax withholding will be accomplished in
such a manner that the full amount of payroll deductions elected by the
participant under Article 7 will be used to purchase Ordinary Shares. However,
if amounts sufficient to satisfy applicable tax withholding obligations have not
been withheld from compensation otherwise payable to any participant, then,
notwithstanding any other provision of the Plan, the Company may withhold such
taxes from the participant's accumulated payroll deductions and apply the net
amount to the purchase of Ordinary Shares, unless the participant pays to the
Company, prior to the exercise date, an amount sufficient to satisfy such
withholding obligations. Each participant further acknowledges that the Company
and its participating subsidiaries may be required to withhold taxes in
connection with the disposition of shares acquired under the Plan and agrees
that the Company or any participating subsidiary may take whatever action it
considers appropriate to satisfy such withholding requirements, including
deducting from compensation otherwise payable to such participant an amount
sufficient to satisfy such withholding requirements or conditioning any
disposition of Ordinary Shares by the participant upon the payment to the
Company or such subsidiary of an amount sufficient to satisfy such withholding
requirements.
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ARTICLE 22 - GOVERNMENTAL REGULATIONS.
--------------------------------------

         The Company's obligation to sell and deliver Ordinary Shares under the
Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.

         Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
identify Ordinary Shares issued under the Plan on its share ownership records
and send tax information statements to employees and former employees who
transfer title to such shares.

ARTICLE 23 - GOVERNING LAW.
---------------------------

         The validity and construction of the Plan shall be governed by the laws
of the state of Israel, without giving effect to the principles of conflicts of
law thereof.

ARTICLE 24 - APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS OF THE COMPANY.
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         The Plan was adopted by the Board of Directors on March 7, 2000 and was
approved by the shareholders of the Company on April 12, 2000.