<PAGE>

                                                                   Exhibit 10.11
                                                                   -------------

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 January __, 2000 (the "Effective
Date").

1.   Number of Ordinary Shares Available for Purchase and the Warrant Price
---------------------------------------------------------------------------

     (i)  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 Four Hundred Thousand U.S. Dollars ($400,000), 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").


     (ii) The exercise price for each Warrant Share purchasable hereunder shall
     be Five Dollars and Seventy Five U.S. Cents ($5.75) (the "Warrant Price");
     provided, however, that if (and only if) the Company shall complete a
     --------  -------
     Liquidity Event (as such term is defined below) after the Effective Date
     and the price per share paid by purchasers of the Company's securities (or
     deemed price per share paid for the Company's assets) in the first such
     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) is less than the Warrant Price above, then the Warrant
     Price shall be adjusted and reduced to the price (or deemed price) paid in
     such  Liquidity Event.

          For purposes of this Warrant, the term "Liquidity Event" shall mean
     the first transaction following the Effective Date in which the Company
     shall (a) issue its securities in a Qualified Financing (as such term is
     defined below); (b) issue its securities in an Initial Public Offering (as
     such term is defined
<PAGE>

                                      -2-



     below); (c) enter into a sale of all or substantially all of the Company's
     property and assets or all or substantially all of the Company's issued
     shares; or (d) enter into a merger or consolidation of the Company with or
     into another corporation.

          For the purpose of this Warrant, the term "Qualified Financing" shall
     mean the closing of a financing transaction in the Company in which the
     Company issues Additional Shares, as defined in the Company's Articles of
     Association with respect to the Company's Series C Preferred Shares.  In
     the event that the Qualified Financing is an issuance of any options or
     warrants to purchase Ordinary Shares, securities by their terms convertible
     into or exchangeable for Ordinary Shares or options to purchase such
     convertible or exchangeable securities ("Convertibles"), then the Warrant
     Price shall be the sum of (i) the price at which such Convertibles were
     purchased from the Company (to the extent such price is identifiable as a
     separate payment to the Company) and (ii) the price per Ordinary Share (on
     an as-converted basis) at which such Convertibles convert into equity
     securities.  In the event that more than one type of security or other
     instrument is issued in the Qualified Financing, the Warrant Price shall be
     the lowest price per Ordinary Share (on an as-converted basis) in the
     Qualified Financing.

          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 of 1933, as amended, or any other
     comparable securities laws, 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).

2.   Term
---------

     This Warrant may be exercised, in whole, or in part (subject to Section 3
     below), during the period beginning on the Effective Date and ending on the
     date which is the earlier of: (i) January ___, 2003; or (ii) immediately
     prior to the closing of a Liquidity Event (other than a Qualified
     Financing). Notwithstanding the foregoing, if, at the conclusion of the
     initial 12-month period of the credit line of up to US$6,000,000 given to
     Company by the Holder on the Effective Date (which reflects an increase of
     $2,000,000 over the existing credit line extended to the Company on or
     about March 15, 1999 - such increase referred to as the "Credit Line
     Increase"), the Holder does not extend such Credit Line Increase 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.

3.   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
<PAGE>

                                      -3-

     principal office together with the Notice of Exercise annexed hereto as
     Exhibit A (the "Notice of Exercise") 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 3(a) above, subject
          to and upon the closing of a Liquidity Event (other than a Qualified
          Financing) described in Section 1 above, 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 3(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 3.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.

          (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.
<PAGE>

                                      -4-

     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.

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

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

4.   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.

5.   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.

6.   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 purposes only and not with
     a view to the distribution thereof; (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 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.

7.   Adjustment of Warrant Price and Number of Shares
-----------------------------------------------------
<PAGE>

                                      -5-


     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 7(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 7(b) as of the time of actual payment of such
          dividends or distributions.

     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,
<PAGE>

                                      -6-

          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, 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.  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), then, as a part of such reorganization, 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, to which a holder of Ordinary
          Shares deliverable upon conversion would have been entitled on such
          capital reorganization.  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 to the end that the
          provisions of this Subsection and the Company's Articles of
          Association (including adjustment of the number of 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
<PAGE>

                                      -7-

          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 7, 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 7 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 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.

8.   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
<PAGE>

                                      -8-

          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.

9.   Registration Rights
------------------------

     The Company covenants and agrees as follows:

     a.   The Holder shall have registration rights in accordance with and
          subject to an Amended and Restated Investors Rights Agreement dated
          June 1, 1999 (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 Warrant Shares shall be deemed
          to be included in the definition of Registrable Shares (as defined in
          the Amended Investors Rights Agreement).

     b.   The rights and obligations of the Company and the Holder set forth in
          this Section 9 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.

10.  Representations and Warranties.
------------------------------------

     a.   The Company represents and warrants to the Holder as follows:

          i.   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.
<PAGE>

                                      -9-

          ii.  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.

          iii. 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.

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

          i.   The 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).

          ii.  The 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
               20(d)).

11.  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.

12.  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.

13.  Notices
------------
<PAGE>

                                      -10-

     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:       Hapoalim Nechasim (Menayot) Ltd.
                         c/o 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.

14.  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.

15.  Entire Agreement
---------------------

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


Dated:    January ___, 2000

          R.T.S. SOFTWARE LTD.

          By: /s/ Yoran Bibring
              ----------------------------

          Title: Chief Financial Officer
                 -------------------------
<PAGE>

                                      -11-

Agreed to and accepted:
----------------------

    Hapoalim Nechasim (Menayot) Ltd.

    By:   _________________________

    Name: _________________________

    Title: ________________________

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

<PAGE>

                                      -12-

                               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)