<PAGE>

                                                                   Exhibit 10.10
                                                                   -------------


THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR
SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH
SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.


                      WARRANT TO PURCHASE ORDINARY SHARES
                      -----------------------------------

R.T.S. Software Ltd., an Israeli Company (the "Company") hereby grants to
Hapoalim Nechasim (Menayot) Ltd. (the "Holder"), the right to purchase from the
Company the number of Ordinary Shares of the Company, nominal value NIS 0.10
each (the "Ordinary Shares") specified below, subject to the terms and
conditions set forth below, effective as of March 15, 1999 (the "Effective
Date").

     1 Number of Ordinary Shares Available for Purchase
       ------------------------------------------------

     This Warrant may be exercised to purchase that number of the Company's
     Ordinary Shares having an aggregate exercise price in an amount equivalent
     to one million United States dollars (US$1,000,000), at an exercise price
     per each Ordinary Share which shall be calculated as set forth in Section 2
     below, subject to adjustments under Section 8 of this Warrant (the "Warrant
     Shares").

1    Exercise Price
     --------------

     The exercise price for each Warrant Share purchasable hereunder shall be
     calculated as set forth below, subject to adjustments under Section 8 of
     this Warrant (the "Warrant Price"):

     (i)  in the event that, at any time during the period commencing on the
          Effective Date and ending at 23:59 on December 31, 1999, the Company
          shall: (a) issue its securities in a Qualified Financing (as such term
          is defined below in this Section 2); or (b) issue its securities in an
          Initial Public Offering (as such term is defined below in this Section
          2); (c) enter into a sale of all or substantially all of the Company's
          property and assets; or (d) enter into a merger or consolidation of
          the Company with or into another corporation or in the event of any
          acquisition of all or substantially all the outstanding share capital
          of the Company, for a consideration either in cash or exchange of
          securities (including, without limitation, any transaction following
          which more than fifty
<PAGE>

                                      -2-

          percent (50%) of the Company's shares are held by persons who, prior
          to the said transaction, held less than fifty percent (50%) of the
          Company's shares) or any other business combination (such transactions
          described in (a), (b), (c) and (d) above are collectively referred to
          as "Liquidity Events"), the exercise price for each Warrant Share
          purchasable hereunder shall be equal to eighty percent (80%) of the
          price per share paid by purchasers of the Company's securities in the
          Liquidity Event (assuming such price was calculated on a fully-diluted
          and as-converted basis, taking into account all convertible
          securities, convertible loans, warrants, options and all other rights,
          whatsoever, to receive shares - the "Event Price");

    (ii)  in the event that a Liquidity Event shall not be consummated prior to
          23:59 on December 31, 1999, then at any time during the period
          commencing on 00:00 on January 1, 2000 and ending at 23:59 on March
          31, 2000, the exercise price for each Warrant Share purchasable
          hereunder shall be equal to the lower of: (i) the Event Price of a
          Liquidity Event closing any time during the period commencing on 00:00
          on January 1, 2000 and ending at 23:59 on March 31, 2000; or (ii) a
          price reflecting a pre money Company valuation of US$100,000,000,
          which shall be equal to a fraction, the numerator of which is
          US$100,000,000, and the denominator of which is the total number of
          issued and outstanding shares of the Company at the time of exercise
          (on a fully diluted and as-converted basis, taking into account all
          convertible securities, convertible loans, warrants, options and all
          other rights, whatsoever, to receive shares). As an illustration of
          the foregoing, if the number of issued and outstanding shares of the
          Company, on a fully diluted and as converted basis, as of the date of
          exercise, is 14,959,224 shares, and the Warrant Price applicable to
          the exercise of this Warrant on the date hereof would be
          US$100,000,000/14,959,224 =  US$6.685.

   (iii)  Subject to the provisions of Section 3 hereof, in the event that a
          Liquidity Event shall not be consummated prior to 23:59 on March 31,
          2000, then at any time during the period commencing on 00:00 on April
          1, 2000 and ending at 23:59 on June 30, 2000, the exercise price for
          each Warrant Share purchasable hereunder shall be equal to the lower
          of: (i) the Event Price of a Liquidity Event closing any time during
          the period commencing on 00:00 on January 1, 2000 and ending at 23:59
          on June 30, 2000; or (ii) a price reflecting a pre money Company
          valuation of US$80,000,000, which shall be equal to a fraction, the
          numerator of which is US$80,000,000, and the denominator of which is
          the total number of issued and outstanding shares of the Company at
          the time of exercise (on a fully diluted and as-converted basis,
          taking into account all convertible securities, convertible loans,
          warrants, options and all other rights, whatsoever, to receive
          shares). As an illustration of the foregoing, if the number of issued
          and outstanding shares of the Company, on a fully diluted and as
          converted basis, as of the date of exercise, is 14,959,224 shares, and
          the Warrant Price applicable to the exercise of this Warrant on the
          date hereof would be US$80,000,000/14,959,224 =  US$5.348.
<PAGE>

                                      -3-

     (d)  Subject to the provisions of Section 3 hereof, in the event that a
          Liquidity Event shall not be consummated prior to 23:59 on June 30,
          2000, the exercise price for each Warrant Share purchasable hereunder
          following such date shall be equal to a price reflecting a pre money
          Company valuation of US$60,000,000, which shall be equal to a
          fraction, the numerator of which is US$60,000,000, and the denominator
          of which is the total number of issued and outstanding shares of the
          Company at the time of exercise (on a fully diluted and as-converted
          basis, taking into account all convertible securities, convertible
          loans, warrants, options and all other rights, whatsoever, to receive
          shares). As an illustration of the foregoing, if the number of issued
          and outstanding shares of the Company, on a fully diluted and as
          converted basis, as of the date of exercise, is 14,959,224 shares, and
          the Warrant Price applicable to the exercise of this Warrant on the
          date hereof would be US$60,000,000/14,959,224= US$4.011.

     (e)  For the avoidance of doubt it is hereby clarified that in no event
          shall the Warrant Price or the Event Price reflect a pre money Company
          valuation of less than US$60,000,000.

     For the purpose of this Warrant, the term "Qualified Financing" shall mean
     the closing of the first financing after the date hereof in which the
     Company issues Equity Securities (as defined below) and in which persons
     and/or entities other than, or in addition to, the Company's existing
     shareholders immediately prior to the Qualified Financing, contribute
     aggregate gross proceeds to the Company in such financing in excess of two
     million United States Dollars (US$2,000,000).  Equity Securities shall mean
     securities of the share capital of the Company other than options, warrants
     or convertible debentures or loans.

     For purposes of this Warrant "Initial Public Offering" shall mean the first
     underwritten public offering pursuant to an effective registration
     statement under the Securities Act , or any other securities law of any
     other jurisdiction, covering the offering and sale of shares of Ordinary
     Shares for the account of the Company (other than a registration statement
     effected solely to implement an employee benefit plan, a transaction in
     which Rule 145 of the Securities and Exchange Commission is applicable or
     any other form or type of registration in which the Ordinary Shares cannot
     be included pursuant to the Securities and Exchange Commission rules of
     practices).

     All references to dates and time are made according to the time in the
     State of Israel.

3.   Term
     ----

     This Warrant may be exercised, in whole, or in part (subject to Section 4
     below), during the period beginning on the Effective Date and ending on the
     date which is the earlier of: (i) three (3) years following the Effective
     Date; (ii) immediately following the closing of an Initial Public Offering;
     and (iii) immediately following the closing of an event described in
     Section 2(i)(c) and (d) hereof. Notwithstanding the foregoing, if, at the
     conclusion of the initial 12-month period of the credit line of up to
     US$4,000,000 given to Company by the Holder, the Holder does not extend
     such
<PAGE>

                                      -4-

     credit line for an additional 12-month period, then this Warrant shall
     immediately terminate upon the termination of the initial 12-month period
     of such credit line.

4.   Exercise of Warrant
     -------------------

     This Warrant may be exercised in whole or in part on one occasion during
     its term.  The Warrant may be exercised by the surrender of the Warrant to
     the Company at its principal office together with the Notice of Exercise
     annexed hereto duly completed and executed on behalf of the Holder.

     a.   Exercise for Cash
          -----------------

          To exercise for cash, the Notice of Exercise must be accompanied by
          payment in full of the amount of the aggregate purchase price of the
          Warrant Shares being purchased upon such exercise in immediately
          available funds, in U.S. Dollars or NIS equivalent thereof, based on
          the representative rate of exchange published by the Bank of Israel
          and known at the time of payment.

     b.   Net Exercise
          -------------

          In lieu of the payment method set forth in Section 4(a) above, upon
          the closing of a Liquidity Event described in Sections 2(i)(b),
          2(i)(c) or 2(i)(d), the Holder may elect to exchange the Warrant for a
          number of Warrant Shares equal to the increase in value of the Warrant
          Shares otherwise purchasable hereunder on the date of exchange.  If
          the Holder elects to exchange this Warrant as provided in this Section
          4(b), the Holder shall tender to the Company the Warrant along with
          the Notice of Exercise, and the Company shall issue to the Holder the
          number of Warrant Shares computed using the following formula:

          X = Y (A-B)
              -------
                 A

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

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

          A = the Fair Market Value (as defined below) of one share of the
          Company's Ordinary Shares.

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

          "Fair Market Value" of an Ordinary Share shall mean:

          (i)  Except as set forth in subsection 4.b.(ii) (below), if the
               Company's Ordinary Shares are not publicly traded, then as
               determined by the Company's Board of Directors in good faith.
<PAGE>

                                      -5-

          (ii) If the exercise date is the date of closing of a public offering
               of the Company's Ordinary Shares pursuant to an effective
               registration statement under the Securities Act, then the public
               offering price (before deduction of discounts, commissions or
               expenses) in such offering.

           In the event of a net exercise, the entire Warrant must be
           surrendered, and no new Warrant shall be issued.

     c.    Issuance of Shares on Exercise
           ------------------------------

           The Company agrees that the Warrant Shares so purchased shall be
           issued as soon as practicable thereafter, and that the Holder shall
           be deemed the record owner of such Warrant Shares as of and from the
           close of business on the date on which this Warrant shall be
           surrendered, together with payment in full as required above.  In the
           event of a partial exercise, the Company shall concurrently issue to
           the Holder a replacement Warrant on the same terms and conditions as
           this Warrant, but representing the number of Warrant Shares remaining
           after such partial exercise.

     d.    Conditional Exercise
           --------------------

           In any connection with a Liquidity Event, such exercise may be made
           conditional upon the completion of such Liquidity Event.

5.   Fractional Interest
     -------------------

     No fractional shares will be issued in connection with any exercise
     hereunder, and the number of Warrant Shares issued shall be rounded to the
     nearest whole number.

6.   Warrant Confers No Rights of Shareholder
     ----------------------------------------

     Except as otherwise set forth in this Warrant, the Holder shall not have
     any rights as a shareholder of the Company with regard to the Warrant
     Shares prior to actual exercise resulting in the purchase of any Warrant
     Shares.

7.   Investment Representation
     -------------------------

     Neither this Warrant nor the Warrant Shares issuable upon the exercise of
     this Warrant have been registered under the Securities Act, or any other
     securities laws.  The Holder acknowledges by acceptance of the Warrant that
     (a) it has acquired this Warrant for investment and not with a view to
     distribution; (b) it has either a pre-existing personal or business
     relationship with the Company, or its executive officers, or by reason of
     its business or financial experience, it has the capacity to protect its
     own interests in connection with the transaction; and (c) it is an
     accredited investor as that term is defined in Regulation D promulgated
     under the Securities Act.  The Holder agrees that any Warrant Shares
     issuable upon exercise of this Warrant will be acquired for investment and
     not with a view to distribution and such Warrant Shares will not be
     registered under the Securities Act and applicable state securities laws
     and that such Warrant Shares may have to be held indefinitely unless they
     are
<PAGE>

                                      -6-

     subsequently registered or qualified under the Securities Act and
     applicable state securities laws, or based on an opinion of counsel
     reasonably satisfactory to the Company, an exemption from such registration
     and qualification is available. The Holder, by acceptance hereof, consents
     to the placement of legend(s) on all securities hereunder as to the
     applicable restrictions on transferability in order to ensure compliance
     with the Securities Act, unless in the opinion of counsel for the Company
     such legend is not required in order to ensure compliance with the
     Securities Act. The Company may issue stop transfer instructions to its
     transfer agent in connection with such restrictions.

8.   Adjustment of Warrant Price and Number of Shares
     ------------------------------------------------

     The number and kind of securities purchasable initially upon the exercise
     of this Warrant and the Warrant Price shall be subject to adjustment from
     time to time upon the occurrence of certain events, as follows:

     a.   Adjustment for Shares Splits and Combinations  If the Company at any
          ---------------------------------------------
          time or from time to time during the term of this Warrant effects a
          subdivision of the outstanding Ordinary Shares, the number of Ordinary
          Shares issuable upon exercise of this Warrant immediately before the
          subdivision shall be proportionately increased, and conversely, if the
          Company at any time or from time to time combines the outstanding
          Ordinary Shares, the number of Ordinary Shares issuable upon exercise
          of this Warrant immediately before the combination shall be
          proportionately decreased.  Any adjustment under this Section 8(a)
          shall become effective at the close of business on the date the
          subdivision or combination becomes effective.

     b.   Adjustment for Certain Dividends and Distributions  In the event the
          --------------------------------------------------
          Company at any time or from time to time, during the term of this
          Warrant makes, or fixes a record date for the determination of holders
          of Ordinary Shares entitled to receive a dividend or other
          distribution payable in additional shares of Ordinary Shares, then and
          in each such event the number of Ordinary Shares issuable upon
          exercise of this Warrant shall be increased as of the time of such
          issuance or, in the event such a record date is fixed, as of the close
          of business on such record date, by multiplying the number of Ordinary
          Shares issuable upon exercise of this Warrant by a fraction: (i) the
          numerator of which shall be the total number of Ordinary Shares issued
          and outstanding immediately prior to the time of such issuance or the
          close of business on such record date plus the number of Ordinary
          Shares issuable in payment of such dividend or distribution, and  (ii)
          the denominator of which is the total number of shares of Ordinary
          Shares issued and outstanding immediately prior to the time of such
          issuance or the close of business on such record date; provided,
                                                                 ---------
          however, that if such record date is fixed and such dividend is not
          -------
          fully paid or if such distribution is not fully made on the date fixed
          thereof, the number of Ordinary Shares issuable upon exercise of this
          Warrant shall be recomputed accordingly as of the close of business on
          such record date and thereafter the number of shares of Ordinary
          Shares issuable upon exercise of this Warrant shall be adjusted
          pursuant to this Section 8(b) as of the time of actual payment of such
          dividends or distributions.
<PAGE>

                                      -7-

     c.   Adjustments for Other Dividends and Distributions.  In the event the
          -------------------------------------------------
          Company at any time or from time to time during the term of this
          Warrant makes, or fixes a record date for the determination of holders
          of Ordinary Shares entitled to receive a dividend or other
          distribution payable in securities of the Company other than Ordinary
          Shares, then in each such event provision shall be made so that the
          Holder shall receive upon exercise of this Warrant, in addition to the
          number of Ordinary Shares receivable thereupon, the amount of
          securities of the Company that the Holder would have received had this
          Warrant been exercised for Ordinary Shares immediately prior to such
          event (or the record date for such event) and had the Holder
          thereafter, during the period from the date of such event to and
          including the date of exercise, retained such securities receivable by
          it as aforesaid during such period, subject to all other adjustments
          called for during such period under this Section and the Company's
          Articles of Association with respect to the rights of the Holder.

     d.   Adjustment for Reclassification, Exchange and Substitution  If the
          ----------------------------------------------------------
          Ordinary Shares issuable upon the exercise of this Warrant are changed
          into the same or a different number of shares of any class or classes
          of shares, whether by recapitalization, reclassification or otherwise
          (other than a subdivision or combination of shares or shares dividend
          or a reorganization, merger, consolidation or sale of assets, provided
          for elsewhere in this Section), then and in any such event the Holder
          shall have the right thereafter to exercise this Warrant into the kind
          and amount of shares and other securities receivable upon such
          recapitalization, reclassification or other change, by holders of the
          number of shares of Ordinary Shares for which this Warrant might have
          been exercised immediately prior to such recapitalization,
          reclassification or change, all subject to further adjustment as
          provided herein and under the Company's Articles of Association.

     e.   Reorganization, Mergers, Consolidations or Sales of Assets  If at any
          ----------------------------------------------------------
          time or from time to time during the term of this Warrant there is a
          capital reorganization of the Ordinary Shares (other than a
          recapitalization, subdivision, combination, reclassification or
          exchange of shares provided for elsewhere in this Subsection) or a
          merger or consolidation of the Company with or into another
          corporation, or the sale of all or substantially all of the Company's
          shares or properties and assets to any other person, then, as a part
          of such reorganization, merger, consolidation or sale, provision shall
          be made so that the Holder shall thereafter be entitled to receive
          upon exercise of this Warrant, the number of shares or other
          securities or property of the Company, or of the successor corporation
          resulting from such merger or consolidation or sale, to which a holder
          of Ordinary Shares deliverable upon conversion would have been
          entitled on such capital reorganization, merger, consolidation or
          sale.  In any such case (except to the extent any cash or property is
          received in such transaction), appropriate adjustment shall be made in
          the application of the provisions of this Subsection and the Company's
          Articles of Association with respect to the rights of the Holder after
          the reorganization, merger, consolidation or sale to the end that the
          provisions of this Subsection and the Company's Articles of
          Association (including adjustment of the number of
<PAGE>

                                      -8-

          shares of Ordinary Shares issuable upon exercise of this Warrant)
          shall be applicable after that event and be as nearly equivalent to
          the provisions hereof as may be practicable.

     f.   Other Transactions.  In the event that the Company shall issue shares
          -------------------
          to its shareholders as a result of a split-off, spin-off or the like,
          then the Company shall give the Holder a 30 days written notice prior
          to the completion of such issuance or other action.

     g.   General Protection. The Company will not, by amendment of its Articles
          ------------------
          of Association or through any reorganization, recapitalization,
          transfer of assets, consolidation, merger, dissolution, issue or sale
          of securities or any other voluntary action, avoid or seek to avoid
          the observance or performance of any of the terms to be observed or
          performed hereunder, or impair the economic interest of the Holder,
          but will at all times in good faith assist in the carrying out of all
          the provisions hereof and in taking of all such actions and making all
          such adjustments as may be necessary or appropriate in order to
          protect the rights and the economic interests of the Holder against
          impairment.

     h.   Notice of Capital Changes.  If at any time during the term of this
          -------------------------
          Warrant there shall be any capital reorganization or reclassification
          of the capital shares of the Company, or consolidation or merger of
          the Company with, or sale of all or substantially all of its assets to
          another company or there shall be a voluntary or involuntary
          dissolution, liquidation or winding up of the Company, or other
          transaction described in this Section 8, then, in any one or more of
          said cases, the Company shall give the Holder written notice, by
          registered or certified mail, postage prepaid, of the date on which
          such reorganization, reclassification, consolidation, merger, sale,
          dissolution, liquidation or winding up shall take place, as the case
          may be.  Such notice shall also specify the date as of which the
          holders of record of Ordinary Shares shall participate in such
          subscription rights, or shall be entitled to exchange their Ordinary
          Shares for securities or other property deliverable upon such
          reorganization, reclassification, consolidation, merger, sale,
          dissolution, liquidation or winding up, as the case may be.  Such
          written notice shall be given at least fourteen (14) days prior to the
          action in question and not less than fourteen (14) days prior to the
          record date in respect thereto.

     i.   Adjustment of Warrant Price.  Upon each adjustment in the number of
          ---------------------------
          Ordinary Shares purchasable hereunder, the Warrant Price shall be
          proportionately increased or decreased, as the case may be, in a
          manner that is the inverse of the manner in which the number of
          Ordinary Shares purchasable hereunder shall be adjusted.

     j.   Notice of Adjustments.  Whenever the Warrant Price or the number of
          ---------------------
          Ordinary Shares purchasable hereunder shall be adjusted pursuant to
          Section 8 hereof, the Company shall prepare a certificate signed by
          the chief financial officer of the Company setting forth, in
          reasonable detail, the event requiring the adjustment, the amount of
          the adjustment, the method by which such adjustment was calculated,
          and the Warrant Price and the number of Ordinary
<PAGE>

                                      -9-

          Shares purchasable hereunder after giving effect to such adjustment,
          and shall cause copies of such certificate to be mailed (by first
          class mail, postage prepaid) to the Holder.

9.   Transfer of This Warrant or Securities Issuable on Exercise Hereof
     ------------------------------------------------------------------

     a.   With respect to any offer, sale or other disposition of this Warrant
          or securities into which such Warrant may be exercised, the Holder
          will give written notice to the Company prior thereto, describing
          briefly the manner thereof, together with, if requested by the
          Company, a written opinion of such Holder's counsel, to the effect
          that such offer, sale or other distribution may be effected without
          registration or qualification (under any federal or state law then in
          effect).  Such opinion letter and all such transferees must warrant
          and represent that each such transferee is an "accredited" investor as
          that term is defined under Regulation D of the Securities Act.
          Promptly, as practicable, upon receiving such written notice and
          opinion and warranties and representations, if so requested, the
          Company, as promptly as practicable, shall deliver to the Holder one
          or more replacement Warrant certificates on the same terms and
          conditions as this Warrant for delivery to the transferees. Each
          Warrant thus transferred and each certificate representing the
          securities thus transferred shall bear legend(s) as to the applicable
          restrictions on transferability in order to ensure compliance with the
          Securities Act, unless in the opinion of counsel for the Company such
          legend is not required in order to ensure compliance with the
          Securities Act.  The Company may issue stop transfer instructions to
          its transfer agent in connection with such restrictions.  Any
          provision of this Warrant to the contrary notwithstanding, the Holder
          may not offer, sell or otherwise dispose of this Warrant to any third
          party, other than (i) to a wholly owned subsidiary of Bank Hapoalim
          B.M., or (ii) to any other transferee approved by the Company in
          writing in its sole discretion.  In addition to the above, any
          transfer of this Warrant or the Warrant Shares shall be subject to the
          provisions of the Company's Articles of Association.

     b.   In the event that the Company or its shareholders receive an offer to
          transfer all or substantially all of the shares in the Company, or to
          effect a merger or acquisition, or sale of all or substantially all of
          the assets of the Company, then the Company shall promptly inform the
          Holder in writing of such offer.

10.  Registration Rights
     -------------------

     The Company covenants and agrees as follows:

     The Holder shall have registration rights in accordance with and subject to
     an Amendment and Restatement Investors Rights Agreement dated April 22,
     1998 (the "Amended Investors Rights Agreement") between the Company and
     certain of its shareholders, pursuant to which the Company granted such
     shareholders registration rights as provided therein, and therefore (i) the
     Holder of this Warrant shall be deemed to be a Holder (as defined in the
     Amended Investors Rights Agreement) and (ii) (x) the Warrant Shares, and
     (y) any Ordinary Shares of the Company issued as a dividend or other
     distribution with respect to, or in exchange for or in replacement of, such
<PAGE>

                                      -10-

     Warrant Shares shall be deemed to be included in the definition of
     Registrable Shares (as defined in the Amended Investors Rights Agreement).

     Rights and Obligations Survive Exercise and Expiration of Warrant.  The
     ------------------------------------------------------------------
     rights and obligations of the Company and the Holder set forth in this
     Section 10 and in the Registration Rights shall survive the exercise,
     conversion and expiration of this Warrant only if this Warrant is exercised
     and only with respect to the Warrant Shares issued in respect of this
     Warrant.

11.  Representations and Warranties.
     ------------------------------

     The Company represents and warrants to the Holder as follows:

     a.   This Warrant has been duly authorized and executed by the Company and
          is a valid and binding obligation of the Company enforceable in
          accordance with its terms.

     b.   The Warrant Shares are duly authorized and reserved for issuance by
          the Company and, when issued in accordance with the terms hereof, will
          be validly issued, fully paid and nonassessable and not subject to any
          preemptive rights.

     c.   The execution and delivery of this Warrant are not, and the issuance
          of the Warrant Shares upon exercise of this Warrant in accordance with
          the terms hereof will not be, inconsistent with the Company's Articles
          of Association, do not and will not contravene any law, governmental
          rule or regulation, judgment or order applicable to the Company, and,
          except for consents that have already been obtained by the Company, do
          not and will not conflict with or contravene any provision of, or
          constitute a default under, any indenture, mortgage, contract or other
          instrument of which the Company is a party or by which it is bound or
          require the consent or approval of, the giving of notice to, the
          registration with or the taking of any action in respect of or by, any
          Federal, state or local government authority or agency or other
          person.

     The Holder hereby represents and warrants to the Company as follows:

     one. Holder has been provided with a copy of the Amended Investors
          Rights Agreement, has carefully read its terms and by executing this
          Warrant hereby agrees to be bound by the provisions of the Amended
          Investors Rights Agreement applicable to a "Holder" (as defined
          therein).

     two. Holder has been provided with a copy of the Articles of
          Association of the Company (the "Articles") and has carefully read the
          provisions thereof (including without limitation the provisions of the
          "Drag Along Right" as set forth in Article _____).
<PAGE>

                                      -11-

12.  Expenses
     --------

     The Company will pay the Israeli Stamp Duty on the issuance of the Warrant
     Shares, and will notify the Israeli Companies Registrar of such issuance
     within the time period required by law.  The Stamp Duty on this Warrant, if
     any, will be paid in full by the Company.

13.  Loss, Theft, Destruction or Mutilation of Warrant
     -------------------------------------------------

     Upon receipt by the Company of evidence reasonably satisfactory to it of
     the loss, theft, destruction or mutilation of any Warrant or Shares
     certificate, and in case of loss, theft or destruction, of indemnity, or
     security reasonably satisfactory to it, and upon reimbursement to the
     Company of all reasonable expenses incidental thereto, and upon surrender
     and cancellation of such Warrant or Shares certificate, if mutilated, the
     Company will make and deliver a new Warrant or Shares certificate of like
     tenor and dated as of such cancellation, in lieu of such Warrant or Shares
     certificate.

14.  Notices
     -------

     Any notice or other communication hereunder shall be in writing and shall
     be deemed to have been given upon delivery, if personally delivered or
     three business days after deposit if deposited in the mail for mailing by
     certified mail, postage prepaid, and addressed as follows:

     If to Holder:  Bank Hapoalim B.M.
                    Electronics Group - Industrial Sector
                    41-45 Rothschild Blvd.
                    Tel Aviv, Israel
                    attn.: Ruthi Simha
                    fax: 03-567-5699

     If to Company: R.T.S. Software Ltd.
                    5 Kiriat Hamada Street
                    Har Hotzvim, Jerusalem, Israel
                    attn.: Samuel HaCohen or Yohanan Engelhardt
                    fax: 02-5815507

     With a copy to: R.T.S. Software Inc.

                    attn.: Samuel HaCohen or Yohanan Engelhardt
                    fax:  1-781-890-2953

     Each of the above addressees may change its address for purposes of this
     paragraph by giving to the other addressees notice of such new address in
     conformance with this paragraph.
<PAGE>

                                      -12-

15.  Applicable Law; Jurisdiction
     ----------------------------

     This Warrant shall be governed by and construed in accordance with the laws
     of the State of Israel as applicable to contracts between two residents of
     the State of Israel entered into and to be performed entirely within the
     State of Israel. Any dispute arising under or in relation to this Warrant
     shall be resolved exclusively in the competent court for Tel Aviv-Jaffa
     district, and each of the parties hereby submits irrevocably to the
     exclusive jurisdiction of such court.

16.  Entire Agreement
     ----------------

     This Warrant constitutes the entire agreement between the parties hereto
     with regard to the subject matters hereof, and supercedes any prior
     communications, agreements and/or understandings between the parties hereto
     with regard to the subject matters hereof.



Dated: March 15, 1999

       R.T.S. SOFTWARE LTD.

       By:    Samuel HaCohen                        Yohanan Engelhardt
              ----------------------------          ---------------------------
       Title: President and CEO                     CFO
              ----------------------------          ---------------------------
              /s/ Samuel HaCohen                    /s/ Yahanan Engelhardt
              ----------------------------          ---------------------------


Agreed to and accepted:

       Hapoalim Nechasim (Menayot) Ltd.

       By:   Y. Elinar           /s/ I.M. Behar
             ----------------------------------

       Name: /s/ Y. Elinar       I. M. Behar
             ----------------------------------

       Title: Members of the Board of Management
              ----------------------------------

       Address: 41-45 Rothschild Blvd.
                Tel Aviv, Israel

<PAGE>

                                      -13-

                               NOTICE OF EXERCISE


To:

1.   The undersigned hereby elects to purchase _________ shares of Ordinary
     Shares of ____________, pursuant to the terms of the attached Warrant, and
     tenders herewith payment of the purchase price for such shares in full.

2.   In exercising this Warrant, the undersigned hereby confirms and
     acknowledges that the shares of Ordinary Shares are being acquired solely
     for the account of the undersigned and not as a nominee for any other
     party, or for investment, and that the undersigned will not offer, sell or
     otherwise dispose of any such shares of Ordinary Shares except under
     circumstances that will not result in a violation of the Securities Act of
     1933, as amended, or any state securities laws.

3.   Please issue a certificate representing said shares of Ordinary Shares in
     the name of the undersigned.

4.   Please issue a new Warrant for the unexercised portion of the attached
     Warrant in the name of the undersigned.

5    [Optional] This exercise is made contingent upon the closing of the Initial
     Public Offering on [____________]. In the event that such closing does not
     take place on or before such date, this exercise shall be withdrawn.



___________________                          ____________________________
(Date)                                       (Print Name)


                                             ____________________________
                                             (Signature)