EXHIBIT 4.1
                                                                     -----------


                          REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of September 4, 2001, by and among Precise Software Solutions
Ltd., an Israeli corporation (the "Company"), and William Peake, Sr. and Najaf
Husain (the "Stockholders' Agents"), as agents of and attorneys-in-fact for the
former stockholders (the "Stockholders") of W. Quinn Associates, Inc., a
Virginia corporation ("Quinn").

                                    RECITALS

         The Company, WQ Acquisition Corporation, a Delaware corporation (the
"Merger Subsidiary"), Quinn and certain of the Stockholders have entered into an
Agreement and Plan of Merger dated as of September 4, 2001 (the "Merger
Agreement"), providing for the merger of Quinn with and into the Merger
Subsidiary (the "Merger"), resulting in Quinn becoming a wholly-owned subsidiary
of the Company.

         Pursuant to the Merger Agreement, the Stockholders will acquire the
Closing Shares (as defined in the Merger Agreement) and may acquire the
Contingent Shares (as defined in the Merger Agreement). The Closing Shares and
the Contingent Shares, to the extent issued, are collectively referred to as the
"Shares."

         This Agreement is being entered into as a condition precedent to the
closing of the Merger and the parties desire that the Shares be subject to the
rights described herein.

         NOW, THEREFORE, in consideration of the covenants and representations
set forth herein, and for other good and valuable consideration, the parties
agree as follows:

         1.   Definitions. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Merger Agreement. As used in
this Agreement:

              (a) "Commission" shall mean the Securities and Exchange Commission
         or any other federal agency at the time administering the Securities
         Act.

              (b) The terms "register," "registered" and "registration" refer to
         a registration effected by preparing and filing a registration
         statement in compliance with the Securities Act and the declaration or
         ordering of effectiveness of such registration statement by the
         Commission.

              (c) "Registrable Securities" shall mean the Shares, as well as any
         securities issued as a dividend or other distribution with respect to,
         or in exchange or in replacement of, the Shares.
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              (d) "Securities Act" shall mean the Securities Act of 1933, as
         amended, or any similar federal statute enacted hereafter, and the
         rules and regulations promulgated thereunder, all as the same shall be
         in effect from time to time.

              (e) "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended, or any similar federal statute enacted hereafter, and the
         rules and regulations of the Commission thereunder, all as the same
         shall be in effect from time to time.

         2.   Registration on Form S-3. Within five months after the Closing
Date the Company shall prepare and file with the Commission a registration
statement on Form S-3 (or Form S-1 or other appropriate form if Form S-3 is not
then available) (the "Registration Statement") under the Securities Act covering
the resale from time to time of all of the Registrable Securities pursuant to
Rule 415 under the Securities Act, and the Company shall use its best efforts to
have the Registration Statement declared effective prior to the expiration of
the Lock-Up Period. At least one month prior to the issuance of any Contingent
Shares, if applicable, the Company shall amend the Registration Statement to
register the resale of an estimated number of Contingent Shares to be issued
based on a reasonable determination by the Company as to the anticipated number
of Contingent Shares. If necessary, the Company shall amend the Registration
Statement promptly after issuance of any Contingent Shares to register the
resale of such Contingent Shares, to the extent not already registered. The
Company shall keep the Registration Statement effective until the earlier of
such time as (a) all the Registrable Securities have been sold or (b) the
Registrable Securities are eligible to be sold without volume or other
restriction pursuant to Rule 144 under the Securities Act (the "Registration
Period").

         3.   Registration Procedures.  In connection with the registration of
any Registrable Securities, the Company shall, as expeditiously as possible:

              (a) Prepare and file with the Commission such pre-effective and
         post-effective amendments and supplements to such Registration
         Statement and the prospectus used in connection with such Registration
         Statement as may be necessary to cause the Registration Statement to
         become effective, to keep the Registration Statement continuously
         effective during the Registration Period and not misleading, and as may
         otherwise be required or applicable under, and to comply with the
         provisions of, the Securities Act with respect to the disposition of
         all Registrable Securities covered by such Registration Statement
         during the Registration Period.

              (b) Furnish to the Stockholders such number of copies of a
         prospectus, including a preliminary prospectus, and each amendment or
         supplement thereto, in conformity with the requirements of the
         Securities Act, and such other documents as they may reasonably request
         in order to facilitate the disposition of Registrable Securities owned
         by them.

              (c) Promptly notify the Stockholders (i) when a prospectus or any
         prospectus supplement or post-effective amendment is proposed to be
         filed and, with respect to any

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         post-effective amendment, when the same has become effective, (ii) of
         any request by the Commission or any other federal or state
         governmental authority for amendments or supplements to a Registration
         Statement or related prospectus or for additional information, (iii) of
         the issuance by the Commission of any stop order suspending the
         effectiveness of a Registration Statement or the initiation of any
         proceedings for that purpose, (iv) of the receipt by the Company of any
         notification with respect to the suspension of the qualification or
         exemption from qualification of any of the Registrable Securities for
         sale in any jurisdiction, or the initiation or threatening of any
         proceeding for such purpose, and (v) of the occurrence of any event or
         circumstance that makes any statement made in such Registration
         Statement or related prospectus or any document incorporated or deemed
         to be incorporated therein by reference untrue in any material respect
         or that requires the making of any changes in such Registration
         Statement, prospectus or documents so that, in the case of the
         Registration Statement and any amendment or supplement thereto, it will
         not contain any untrue statement of a material fact or omit to state
         any material fact required to be stated therein or necessary to make
         the statements therein, not misleading, and that in the case of the
         prospectus, it will not contain any untrue statement of a material fact
         or omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading.

              (d) Make every reasonable effort to avoid the issuance of, or, if
         issued, obtain the withdrawal of, any order suspending the
         effectiveness of a Registration Statement, or the lifting of any
         suspension of the qualification (or exemption from qualification) of
         any of the Registrable Securities for sale in any jurisdiction, at the
         earliest practicable moment.

              (e) If requested by the holders of at least 25% of the Closing
         Shares, (i) promptly incorporate in a prospectus supplement or
         post-effective amendment such information as the holders reasonably
         request should be included therein regarding such holders or the plan
         of distribution of the Registrable Securities and (ii) make all
         required filings of the prospectus supplement or such post-effective
         amendment as soon as practicable after the Company has received
         notification of such matters to be incorporated in such prospectus
         supplement or post-effective amendment; provided, however, that the
         Company shall not be required to take any action pursuant to this
         Section 3(e) that would, in the opinion of outside counsel for the
         Company, violate applicable law.

              (f) Upon the occurrence of any event contemplated by Section 3(c),
         as promptly as practicable, prepare and deliver to the Stockholders any
         required supplement or amendment, including a post-effective amendment,
         to the Registration Statement or a supplement to the related prospectus
         or any document incorporated or deemed to be incorporated therein by
         reference, and file any other required document so that, as thereafter
         delivered, the prospectus contained in the Registration Statement will
         not contain an untrue statement of a material fact or omit to state a
         material fact required to

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<PAGE>

         be stated therein or necessary to make the statements therein, in light
         of the circumstances under which they were made, not misleading.

              (g) Use its best efforts to cause all Registrable Securities
         registered by such Registration Statement to be listed on the Nasdaq
         National market or such other securities exchange or automated
         quotation system, if any, on which similar securities issued by the
         Company are then listed.

              (h) Use its best efforts to cause all Registrable Securities
         registered by such Registration Statement to be registered or qualified
         under the securities or "blue sky" laws of such states as the
         Stockholders shall reasonably request.

              (i) The Company shall cooperate with the Stockholders to
         facilitate the timely preparation and delivery of certificates
         representing the Registrable Securities to be sold pursuant to the
         Registration Statement free of any restrictive legends and in such
         denominations and registered in such names as the Stockholders may
         request a reasonable period of time prior to sales of the Registrable
         Securities pursuant to the Registration Statement.

         4.   Obligation to Furnish Information. It shall be a condition
precedent to the obligations of the Company to take any action pursuant to this
Agreement with respect to the shares of a Stockholder that such Stockholder
shall have furnished to the Company such information regarding it, the
Registrable Securities held by it, and the intended method of disposition of
such Registrable Securities as the Company shall reasonably request in writing
and as shall be required in connection with the action to be taken by the
Company. The Stockholders' Agents shall cooperate with the Company in the
Company's efforts to obtain all necessary consents required to file the
Registration Statement and any amendments thereto from the former accountants of
Quinn.

         5.   Delay or Suspension of Registration Statement.

              (a) If the Company shall furnish to the Stockholders a certificate
         signed by an authorized offer of the Company stating that, in the good
         faith judgment of the Board of Directors of the Company, effecting the
         registration at such time would have a material adverse effect on the
         Company or would require the disclosure of any corporate development
         not otherwise required to be disclosed, the Company shall have the
         right to defer the filing of the Registration Statement for a period of
         not more than 90 days; provided that the Company may not use this right
         more than one time in any 12-month period.

              (b) Each Stockholder agrees that, upon receipt of any notice from
         the Company of the happening of any event of the kind described in
         Section 3(c)(v), such Stockholder will forthwith discontinue
         disposition of Registrable Securities until such Stockholder's receipt
         of copies of a supplemented or amended prospectus contemplated by

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         Section 3(c)(v), or until it is advised in writing (the "Advice") by
         the Company that the use of the prospectus may be resumed, and has
         received copies of any additional or supplemental filings which are
         incorporated by reference in the prospectus. If so directed by the
         Company, each Stockholder will deliver to the Company (at the expense
         of the Company) all copies, other than permanent file copies then in
         each Stockholder's possession, of the prospectus covering such
         Registrable Securities current at the time of receipt of such notice.
         In the event the Company shall give any such notice, the Registration
         Period shall be extended by the number of days during the period from
         and including the date of the giving of such notice pursuant to Section
         3(c)(v) to and including the date when each Stockholder shall have
         received the copy of the supplemented or amended prospectus
         contemplated by Section 3(f) or the Advice.

         6.   Expenses of Registration. All expenses incurred in connection with
the registration pursuant to Section 2 (excluding any underwriters' discounts
and commissions), including, without limitation all registration and
qualification fees, and fees and disbursements of counsel for the Company, shall
be borne by the Company.

         7.   Indemnification.

              (a) To the full extent permitted by law, the Company will, and
         hereby does indemnify and hold harmless each Stockholder, each
         director, officer, partner, employee, or agent for each Stockholder,
         any underwriter (as defined in the Act) for each Stockholder, and each
         Person, if any, who controls each Stockholder or underwriter within the
         meaning of the Securities Act, against any losses, claims, damages or
         liabilities, joint or several, to which they may become subject under
         the Securities Act and applicable state securities laws insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based on any untrue or alleged untrue statement of
         any material fact contained in such registration statement, including
         any preliminary prospectus or final prospectus contained therein or any
         amendments or supplements thereto, or arise out of or are based upon
         the omission or alleged omission to state therein a material fact
         required to be stated therein in light of the circumstances under which
         they were made or necessary to make the statements therein not
         misleading or arise out of any violation by the Company of any rule or
         regulation promulgated under the Securities Act applicable to the
         Company and relating to action or inaction required of the Company in
         connection with any such registration; and will reimburse each such
         Person for any legal or other expenses reasonably incurred by them in
         connection with investigating or defending any such loss, claim,
         damage, liability or action. The indemnity agreement contained in this
         Section 7 shall not apply to amounts paid in settlement of any such
         loss, claim, damage, liability, or action if such settlement is
         effected without the consent of the Company nor shall the Company be
         liable to a Stockholder, underwriter or controlling Person for any such
         loss, claim, damage, liability or action to the extent that it arises
         out of or is based upon an untrue statement or an alleged untrue
         statement or omission or alleged omission made in connection with such
         registration statement, preliminary prospectus, final prospectus, or
         amendments or

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<PAGE>

         supplements thereto, in reliance upon and in conformity with written
         information furnished expressly for use in connection with such
         registration by or on behalf of such Stockholder, underwriter or
         controlling Person.

              (b) To the full extent permitted by law, each Stockholder will
         indemnify and hold harmless the Company, each of its directors, each of
         its officers who have signed the registration statement, each person,
         if any, who controls the Company within the meaning of the Act, and any
         underwriter for the Company (within the meaning of the Act), against
         any losses, claims, damages or liabilities, joint or several, to which
         the Company or any such director, officer, controlling Person or
         underwriter may become subject, under the Securities Act and applicable
         state securities laws, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon any untrue statement or alleged untrue statement of any material
         fact contained in such registration statement, including any
         preliminary prospectus or final prospectus contained therein or any
         amendments or supplements thereto, or arise out of or are based upon
         the omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances, in each case to
         the extent, but only to the extent, that such untrue statement or
         alleged untrue statement or omission or alleged omission was made in
         such registration statement, preliminary or final prospectus, or
         amendments or supplements thereto, in reliance upon and in conformity
         with written information furnished by such Stockholder expressly for
         use in connection with such registration. The indemnity agreement
         contained in this Section 7 shall not apply to amounts paid in
         settlement of any such loss, claim, damage, liability, or action if
         such settlement is effected without the consent of the Stockholders
         (which consent shall not be unreasonably withheld).

              (c) In no event shall the liability of any Stockholder under
         Section 7(b) be greater than the lesser of (a) their pro rata portion
         of any liability based on the total liability of all Stockholders
         similarly situated, or (b) the dollar amount of the net proceeds
         received by such Stockholder upon the sale of the Registrable
         Securities giving rise to such indemnification obligation.

              (d) Promptly after receipt by an indemnified party under this
         Section 7 of notice of the commencement of any action or actual
         knowledge of a claim that would, if asserted, give rise to a claim for
         indemnity hereunder, such indemnified party will, if a claim in respect
         thereof is to be made against any indemnifying party under this Section
         7, notify the indemnifying party in writing of the commencement thereof
         or knowledge thereof and the indemnifying party shall have the right to
         participate in, and, to the extent the indemnifying party so desires,
         jointly with any other indemnifying party similarly noticed, to assume
         the defense thereof with counsel mutually satisfactory to the parties.
         The failure to notify an indemnifying party promptly of the
         commencement of any such action or of the knowledge of any such claim,
         if materially prejudicial to his ability to defend such action, shall
         relieve such indemnifying party of any liability to the indemnified
         party under this Section 7, but the omission so to notify the
         indemnifying

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         party will not relieve him of any liability that he may have to any
         indemnified party otherwise than under this Section.

              (e) If the indemnification provided for in this Section 7 is for
         any reason, other than pursuant to the terms thereof, held to be
         unavailable to an indemnified party in respect of any losses, claims,
         damages or liabilities (or actions in respect thereof) referred to
         therein, then each indemnifying party shall, in lieu of indemnifying
         such indemnified party, contribute to the amount paid or payable by
         such indemnified party as a result of such losses, claims, damages or
         liabilities (or actions in respect thereof) in such proportion as is
         appropriate to reflect the relative fault of the Company and each
         Stockholder in connection with the statements or omission which
         resulted in such losses, claims, damages, liabilities (or actions in
         respect thereof), as well as any other relevant equitable
         considerations. The relative fault shall be determined by reference to,
         among other things, whether the untrue or alleged untrue statement of a
         material fact relates to information supplied by the Company or each
         Stockholder and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The Company and each Stockholder agree that it would not be
         just and equitable if contribution pursuant to this Section 7(e) were
         determined by pro rata allocation or by any other method of allocation
         which does not take account of the equitable considerations referred to
         above in this Section 7(e). The amount paid or payable by an
         indemnified party as a result of the losses, claims, damages or
         liabilities (or actions in respect thereof) referred to above in this
         Section 7(e) shall be deemed to include any legal or other expenses
         reasonably incurred by such indemnified party in connection with
         investigating or defending any such action or claim, but shall be
         subject, in the case of a Stockholder, to the limitation of the Section
         7(c) above. No person guilty of fraudulent misrepresentation within the
         meaning of Section 11(d) of the Securities Act shall be entitled to
         contribution from any person who was not guilty of such fraudulent
         misrepresentation. No party shall be liable for contribution with
         respect to any loss, claim, damage, liability, or action if such
         settlement is effected without the prior written consent of such party,
         which consent shall not be reasonably withheld.

         8.   Termination. This Agreement shall terminate upon expiration of the
Registration Period, provided that the rights and obligations of the parties
pursuant to Section 7 shall survive such termination.

         9.   Rule 144. During the Registration Period, the Company covenants
that it will use its best efforts to file the reports required to be filed by it
(if so required) under the Securities Act and the Exchange Act in a timely
manner and, if at any time the Company is not required to file such reports, it
will, upon the request of any Stockholder, use its best efforts to make publicly
available other information so long as necessary to permit sales pursuant to
Rule 144 under the Securities Act. The Company further covenants that it will
take such further action as any Stockholder may reasonably request, all to the
extent required from time to time to enable such Stockholder to sell Registrable
Securities without registration under the Securities Act pursuant to the
exemptions provided by Rule 144 under the Securities Act. Upon the request of

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any Stockholder, the Company will deliver to such Stockholder a written
statement as to whether it has complied with such information requirements.

         10.  Remedies. In case any one or more of the covenants and/or
agreements set forth in this Agreement shall have been breached by the Company
or the Stockholders, any of the Stockholders or the Company (as the case may be)
may proceed to protect and enforce its rights either by suit in equity and/or by
action at law, including, but not limited to, an action for damages as a result
of any such breach and/or an action for specific performance or injunctive
relief with respect to any such covenant or agreement contained in this
Agreement.

         11.  Notices. All notices or requests provided for or permitted to be
given pursuant to this Agreement must be in writing and may be given or served
by (a) depositing the same in the United States mail, addressed to the party to
be notified, postage paid, and registered or certified with return receipt
requested, or (b) by delivering such notice in person to such party. Notices so
deposited in the mail shall be deemed to have been given or served on the date
on which the party actually received or refused such written notice, as shown by
the date or postmark of any return receipt indicating the date of delivery or
attempted delivery to such receiving party. The addresses of the parties hereto
for all purposes of this Agreement are:

If to the Company:                      With a copy to:

690 Canton Street                       Piper Marbury Rudnick & Wolfe LLP
Westwood, MA  02090                     1200 Nineteenth Street, N.W.
Fax: (781) 461-0700                     Washington, DC 20036-2412
Attn: J. Benjamin H. Nye                Fax: (202) 223-2085
                                        Attn: Anthony H. Rickert, Esq.

If to the Stockholders or               And to:
the Stockholders' Agent:
William Peake, Sr.                      Hale and Dorr LLP
4417 Wood Edge Court                    11951 Freedom Drive, Suite 1400
Chantilly, VA  22021                    Reston, VA  20190
                                        Fax: (703) 654-7100
and                                     Attn: Brent B. Siler, Esq.

Najaf Husain
1059 Great Passage Blvd.
Great Falls, VA  22066

By giving to the other parties at least five (5) days' written notice thereof,
any party hereto shall have the right from time to time and at any time during
the term of this Agreement to change his respective address and each party shall
have the right to specify as his address any other address within the United
States of America.
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         12.  Grant of Other Registration Rights. From time to time, the Company
may grant registration rights to any other holder of any of the capital stock of
the Company.

         13.  Binding Agreement. This Agreement and each provision herein shall
be binding upon and applicable to, and shall inure to the benefit of, the
Stockholders, their permitted assigns and legal representatives.

         14.  Consents and Waivers. No consent or waiver, express or implied, by
any party hereto of the breach, default or violation by any other party hereto
of his obligations hereunder shall be deemed or construed to be a consent or
waiver to or of any other breach, default or violation of the same or any other
obligations of such party hereunder. Failure on the part of any party hereto to
complain of any act of any of the other parties or to declare any of the other
parties hereto in default, irrespective or how long such failure continues,
shall not constitute a waiver by such party of his rights hereunder.

         15.  Applicable Law. This Agreement and all questions relating to its
validity, interpretation and performance shall be governed by and construed in
accordance with the laws of the State of Delaware.

         16.  Prior Agreements; Amendments. This Agreement supersedes any prior
or contemporaneous understanding or agreement among the parties respecting the
subject matter hereof. There are no arrangements, understandings or agreements,
oral or written, among the parties hereto relating to the subject matter of this
Agreement, except those fully expressed herein or in documents executed
contemporaneously herewith, including the Merger Agreement. No change or
modification of this Agreement shall be valid or binding upon the parties hereto
unless such change or modification or waiver shall be in writing and signed by
the Stockholders' Agent, and such change or modification shall be binding on all
holders of Registrable Securities.

         17.  Captions. The captions used in this Agreement are for convenience
only and shall not be construed in interpreting this Agreement. Whenever the
context so required, the neuter shall include the feminine and masculine, and
the singular shall include the plural, and conversely.

         18.  Headings. All Section headings herein have been inserted for
convenience of reference only and shall in no way modify or restrict any of the
terms or provisions hereof.

         19.  Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original for all purposes, but all of
which taken together shall constitute only one agreement. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.

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         20.  Third Party Beneficiaries. The Company hereby acknowledges that,
as contemplated by the Merger Agreement, the Stockholders and their successors
and assigns are express third party beneficiaries to the obligations of the
Company hereunder.

         21.  Transfer of Rights. This Agreement and the rights and obligations
of any Stockholder may be assigned by such Stockholder to (a) any person or
entity to which at least 20% of the Registrable Securities held by such
Stockholder acquired at the Closing Date under the Merger Agreement or (b) any
member, partner or affiliate of such Stockholder, and any such transferee shall
be deemed a "Stockholder" for purposes of this Agreement; provided, that such
transferor provides written notice of such assignment to the Company and such
transferee agrees in writing to be bound by the provisions of this Agreement.








































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           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered on the date first above written.



                                        PRECISE SOFTWARE SOLUTIONS LTD.

                                        By: /s/ Shimon Alon
                                            -----------------------------------
                                        Name: Shimon Alon
                                        Title: Chief Executive Officer



                                        STOCKHOLDERS' AGENTS

                                        /s/ William Peake, Sr.
                                        ----------------------------------------
                                        William Peake, Sr.


                                        /s/ Najaf Husain
                                        ---------------------------------------
                                        Najaf Husain



























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