<PAGE>

                                                                   Exhibit 10.13
                                                                   -------------

                                    WARRANT

         to Purchase up to an Aggregate of  __________ Ordinary Shares
                           (Subject to Adjustment) of
                              R.T.S. Software Ltd.
                    at the Exercise Price (as defined below)

                VOID AFTER 10:00 a.m. (prevailing Tel Aviv time)

                   on the Termination Date (as defined below)


     THIS IS TO CERTIFY that __________ ("Holder") is entitled to purchase,
subject to the provisions of this Warrant, from R.T.S. Software Ltd. (the
"Company"), at any time on or after April 11, 2000 (the "Effective Time") and
until the Termination Date (as defined below), an aggregate of up to _________
(subject to adjustment) fully paid and nonasseasable Ordinary Shares, nominal
value New Israeli Shekel ("NIS") 0.1 per share (the "Ordinary Shares"), of the
Company, at a price per share in US dollars or the NIS equivalent thereof,
calculated using the formula set forth in Exhibit A attached hereto (the
"Exercise Price").

  1  EXERCISE OF WARRANT

     Subject to the provisions hereof, this Warrant may be exercised by the
     Holder in whole or in part at any time or from time to time following the
     Effective Time and until the earliest of (i) April 11, 2005, (ii) a
     consolidation, merger or reorganization involving the Company or a sale of
     all or substantially all of the assets of the Company, or (iii) sale or
     transfer of the majority of the issued and outstanding share capital of the
     Company, other than through an initial public offering ("IPO") of the
     Company's securities (the "Termination Date"). (The period commencing on
     the Effective Time and ending on the Termination Date shall be referred to
     herein as the "Warrant Exercise Period").

     This Warrant shall be exercised by presentation and surrender hereof to the
     Company at the principal office of the Company; accompanied by

     1.  a written notice of exercise; and

     2.  payment to the Company, for the account of the Company, of the Exercise
         Price for the number of Ordinary Shares specified in such notice.

     The Exercise Price for the number of Ordinary Shares specified in the
     notice shall be payable in immediately available funds, at the option of
     the Holder, in U.S. dollars or the NIS equivalent thereof, based on the
     Representative Rate of Exchange published by the Bank of Israel known as of
     the time of payment.
<PAGE>

     Upon such presentation and surrender, the Company shall issue promptly to
     the Holder, the Ordinary Shares to which the Holder is entitled hereunder.

     If this Warrant is exercised in part only, the Company shall, upon
     surrender of this Warrant for cancellation, execute and deliver a new
     Warrant evidencing the rights of the Holder to purchase the balance of the
     Ordinary Shares purchasable hereunder. Upon receipt by the Company of this
     Warrant, in proper form for exercise, the Holder shall be deemed to be the
     holder of record of the Ordinary Shares issuable upon such exercise,
     notwithstanding that the share transfer books of the Company shall then be
     closed or that certificates representing such Ordinary Shares shall not
     then be actually delivered to the Holder. The Company shall pay any and all
     expenses, any stamp duty and any other charges that may be payable in
     connection with the issuance of the Ordinary Shares and the preparation and
     delivery of share certificates pursuant to this Paragraph 1 in the name of
     the Holder.

     No fractions of Ordinary Shares shall be issued in connection with the
     exercise of this Warrant, and the number of Ordinary Shares issued shall be
     rounded down to the nearest whole number.

     Notwithstanding the foregoing, in lieu of exercising this Warrant as
     provided above, in whole or in part, the Holder may elect to receive, by
     the surrender and cancellation of this Warrant or any such portion thereof
     to the Company, Ordinary Shares equal to the value of the Warrant (or the
     portion thereof being canceled) by written notice of such election to the
     Company, at the principal office of the Company, in which event the Company
     shall issue to the Holder, for no additional consideration, that number of
     Ordinary Shares computed using the following formula:

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

     X   equals the number of Ordinary Shares to be issued to the Holder;

     Y   equals the number of Ordinary Shares which would otherwise have been
         purchasable under this Warrant (or the portion thereof being canceled);

     B   equals the Exercise Price in effect at the time of exercise pursuant to
         this formula (as may have been or be adjusted pursuant to the terms of
         this Warrant); and

     A   shall equal the "Fair Value" of one share of the Company's Ordinary
         Shares.  Fair Value shall mean in the event that this Warrant is
         exercised in accordance with the above formula (i) if in connection
         with an IPO, then the Fair Value shall equal the price (as sold to the
         public) of one Ordinary Share, or (ii) if in connection with a Merger
         or Sale, the value of such share(s) as determined for the purposes of
         the Merger or Sale, or (iii) if other than in connection with an IPO or
         a Merger or Sale and if a public market exists for the securities then
         subject to this Warrant and such securities are listed on a U.S.
         nationally recognized stock exchange
<PAGE>

         or on the Nasdaq National Market, then the Fair Value shall equal the
         last sale or trading price of such securities as reported on such
         exchange or market, as applicable; provided, however, that if no public
         market exists for the securities, then the Fair Value shall be
         determined in good faith by the Board of Directors of the Company, but
         if such determination is challenged in good faith by the Holder, then
         as shall be determined by an independent appraiser mutually
         satisfactory to the Company and the Holder, which determination shall
         be binding upon the parties.

2.   RESERVATION OF SHARES: PRESERVATION OF RIGHTS

     The Company hereby agrees that at all times it will maintain and reserve
     such number of authorized but unissued Ordinary Shares so that this Warrant
     may be exercised without additional authorization of Ordinary Shares after
     giving effect to all other options, warrants, convertible securities and
     other rights to acquire Ordinary Shares of the Company. All Ordinary Shares
     issuable pursuant to the terms hereof, when issued upon exercise of this
     Warrant in accordance with the terms hereof shall be duly and validly
     issued, fully paid and nonassessable, not subject to preemptive rights and
     shall be free and clear of all liens, encumbrances, equities and claims.
     The Company further agrees that it will not, by charter amendment or
     through reorganization, consolidation, merger, dissolution or sale of
     assets, or by any other voluntary act, avoid or seek to avoid the
     observance or performance of any of the covenants, stipulations or
     conditions to be observed or performed hereunder by the Company.

3.   EXCHANGE OR LOSS OF WARRANT

     This Warrant is exchangeable, upon presentation and surrender hereof at the
     principal office of the Company, only in connection with a partial exercise
     hereof. The Company shall be under no obligation to issue replacement
     warrants for the aggregate number of shares covered hereby except as
     described herein. The term "Warrant" as used herein includes any Warrant or
     Warrants for which this Warrant may be exchanged. Upon receipt by the
     Company of evidence reasonably satisfactory to it of the loss, theft,
     destruction or mutilation of this Warrant, and (in the case of loss, theft
     or destruction) of reasonably satisfactory indemnification, and upon
     surrender and cancellation of this Warrant, if mutilated, the Company will
     execute and deliver a new Warrant of like terms, tenor and date.

4.   ADJUSTMENT

     The number of Ordinary Shares purchasable upon the exercise of this Warrant
     and the Exercise Price shall be subject to adjustment from time to time or
     upon exercise as provided in this paragraph 4.

     4.1  If, during the term of this Warrant, the Company shall distribute a
          stock dividend or shares of capital stock pursuant to a
          reclassification of its Ordinary Shares to the holders of Ordinary
          Shares (i.e., bonus
<PAGE>

          shares), the number of Ordinary Shares purchasable upon exercise of
          this Warrant shall be increased by multiplying such number of shares
          to be purchased under this Warrant by a fraction of which the
          denominator shall be the number of Ordinary Shares outstanding at the
          close of business on the day immediately preceding the date of such
          distribution and the numerator shall be the sum of such number of
          shares and the total number of bonus shares, such increase to become
          effective immediately after the opening of business on the date
          following such distribution, and upon the happening of such an event
          the Exercise Price shall be adjusted appropriately.

     4.2  If, during the term of this Warrant, the outstanding Ordinary Shares
          shall be subdivided into a greater number of Ordinary Shares, the
          number of Ordinary Shares purchasable upon exercise of this Warrant at
          the opening of business on the day following the day upon which such
          subdivision becomes effective shall be proportionately increased, and,
          conversely, if the outstanding Ordinary Shares shall each be combined
          into a smaller number of Ordinary Shares, the number of Ordinary
          Shares purchasable upon exercise of this Warrant at the opening of
          business on the day following the day upon which such combination
          becomes effective shall be proportionately decreased, and in each such
          case the Exercise Price shall be adjusted appropriately.

     4.3  Reorganization, Reclassification, Merger, Consolidation or Disposition
          ----------------------------------------------------------------------
          of Assets
          ---------

          (a)  In case the Company shall reorganize its capital, reclassify its
               capital stock, consolidate or merge with or into another
               corporation or sell, transfer or otherwise dispose of all or
               substantially all of its property, assets or business to another
               corporation and pursuant to the terms of such reorganization,
               reclassification, merger, consolidation or disposition of assets,
               (i) shares of capital stock of the successor or acquiring
               corporation or of the Company (if it is the surviving
               corporation) or (ii) any cash, shares of stock or other
               securities or property of any nature whatsoever (including
               warrants or other subscription or purchase rights) in addition to
               or in lieu of capital stock of the successor or acquiring
               corporation ("Other Property") are to be received by or
               distributed to the holders of Ordinary Shares of the Company who
               are holders immediately prior to such transaction, then the
               Holder shall have the right thereafter to receive, upon exercise
               of this Warrant, the number of shares of capital stock of the
               successor or acquiring corporation or of the Company, if it is
               the surviving corporation, and Other Property receivable upon or
               as a result of such reorganization, reclassification, merger,
               consolidation or disposition of assets by a holder of the number
               of shares of
<PAGE>

               Ordinary Shares for which this Warrant is exercisable immediately
               prior to such event.

          (b)  In case of any such reorganization, reclassification, merger,
               consolidation or disposition of assets, the successor or
               acquiring corporation shall expressly assume the due and punctual
               observance and performance of each and every covenant and
               condition of this Warrant to be performed and observed by the
               Company and all the obligations and liabilities hereunder,
               subject to such modifications as may be deemed appropriate (as
               determined by resolution of the Board of Directors of the
               Company) in order to provide for adjustments of the Ordinary
               Shares for which this Warrant is exercisable, which modifications
               shall be as nearly equivalent as practicable to the adjustments
               provided for in this Section 4.

          (c)  The provisions of this subsection 4.3 shall similarly apply to
               successive reorganizations, reclassifications, mergers,
               consolidations or disposition of assets.

     4.4  Other Dilutive Events
          ---------------------

          In case any event shall occur as to which the preceding subsections
          4.1 through 4.3 are not strictly applicable but as to which the
          failure to make any adjustment would not fairly protect the purchase
          rights represented by this Warrant in accordance with the essential
          intent and principles hereof then, in each such case, the Board of
          Directors of the Company shall, in good faith, determine what
          adjustments are necessary to preserve the purchase rights of the
          Holder represented by this Warrant. The Company will notify the Holder
          of any such adjustments.

5. NOTICE OF CERTAIN EVENTS

   The Holder of this Warrant shall not be entitled to any rights to receive
   notices of corporate actions as any holder of Ordinary Shares.
   Notwithstanding the foregoing, in case at any time:

     5.1  There shall be any merger of the Company with, or any statutory
          exchange of the Company's securities with the securities of, or sale
          of all or substantially all of its assets to, another corporation; or

     5.2  There shall be a voluntary or involuntary dissolution, liquidation or
          winding up of the Company;

     then, in any one or more of such cases, the Company shall give written
     notice, by first class mail, postage prepaid, addressed to the Holder at
     the address of the Holder as shown on the books of the Company, of the date
     on which such merger, exchange, 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
<PAGE>

     holders of Ordinary Shares of record shall be entitled to exchange their
     Ordinary Shares for securities or other property deliverable upon such
     merger, exchange, sale, dissolution, liquidation or winding up, as the case
     may be. Such written notice shall be given at least twenty (20) days prior
     to the action in question.

6.   NOTICE OF ADJUSTMENTS

     Whenever the number of Ordinary Shares for which this Warrant is
     exercisable is adjusted as provided in paragraph 4 hereof, the Company
     shall promptly compute such adjustment and mail to the Holder at the last
     address provided to the Company in writing a certificate, signed by the
     principal financial officer of the Company, setting forth the number of
     Ordinary Shares for which this Warrant is exercisable and the exercise
     price as a result of such adjustment, a brief statement of the facts
     requiring such adjustment and the detailed computation thereof and when
     such adjustment has or will become effective.

7.   RIGHTS OF THE HOLDER

       7.1  Without limiting the foregoing or any remedies available to the
            Holder, the Holder will be entitled to specific performance of the
            obligations hereunder, and injunctive relief against actual or
            threatened violations of the obligations of any person subject to
            this Warrant.

       7.2  This Warrant shall not entitle the Holder to any voting rights or
            other rights as a shareholder of the Company whatsoever, except for
            the rights expressed herein and no dividend or interest shall be
            payable or accrue in respect of this Warrant.

8.   NOTICE GENERALLY

     Any notice, demand, request, consent, approval, declaration, delivery or
     communication hereunder to be made pursuant to the provisions of this
     Warrant shall be sufficiently given or made if in writing and shall be
     deemed to have been validly served, given or delivered (a) when sent after
     receipt of confirmation or answer back if sent by telex or telecopy or
     other similar facsimile transmission, (b) two (2) business days after
     deposit with a reputable international two (2) day courier with all charges
     prepaid or (c) when delivered if hand-delivered by messenger, all of which
     shall be properly addressed to the party to be notified and sent to the
     address or number indicated, to the Holder, or the holder of the Ordinary
     Shares at its last known address appearing on the books of the Company
     maintained for such purpose, and to the Company at:

                    R.T.S. Software Ltd.
                    Science Based Industries Campus
                    P.O. Box 23052
                    Jerusalem 91230, Israel
<PAGE>

     or at such other address as may be submitted by notice given as herein
     provided. The giving of any notice required hereunder may be waived in
     writing by the party entitled to receive such notice.

9.   EFFECTIVENESS AND TERMINATION

     This Warrant and the rights conferred hereby shall become effective at the
     Effective Time and shall terminate on the Termination Date.

10.  LIMITATION ON TRANSFER

     This Warrant shall not be transferable in whole or in part to any third
     party other than to a permitted transferee pursuant to Section 2.3 of that
     certain Amended and Restated Shareholders Agreement, dated April 5, 2000,
     by and among the Holder and certain other shareholders of the Company.

11.  GOVERNING LAW

     This Warrant shall be governed by, and construed in accordance with, the
     laws of the State of Israel, without giving effect to the rules respecting
     conflict of law, and the parties hereto irrevocably submit to the exclusive
     jurisdiction of the Courts of Israel in respect of any dispute or matter
     arising out of or in connection with this Warrant.


     DATED:  April 11, 2000         R.T.S. Software Ltd.

                         By:   ________________
                         Name: ________________
                         Title:________________
<PAGE>

                                   Exhibit A
                                   ---------
                                EXERCISE PRICE
                                --------------
1    Certain  Definitions
     --------------------

     In this Warrant the following terms shall have the meaning ascribed thereto
     herein:

     "Discount" - shall mean:

     In the event of a Liquidation Event: (i) 30% of the Liquidation Event Price
     in the event that the Liquidation Event is consummated within four (4)
     months of the Effective Date, (ii) 40% of the Liquidation Event Price in
     the event that the Liquidation Event is consummated after four (4) month of
     the Effective Date but on or before nine (9) months of the Effective Date
     and (iii) 50% of the Liquidation Event Price in the event that the
     Liquidation Event is consummated after nine (9) months of the Effective
     Date;

     In the event of a Qualified Private Placement: (a) 25% of the Qualified
     Private Placement Price in the event that the Qualified Private Placement
     is consummated within nine (9) months of the Effective Date, or (b) 40% of
     the Qualified Private Placement Price in the event that the Qualified
     Private Placement is consummated after nine (9) months of the Effective
     Date;

     In the event of an IPO: (i) 30% of the IPO Price in the event that the IPO
     is consummated within four (4) months of the Effective Date, (ii) 40% of
     the IPO Price in the event that the IPO is consummated after four (4) month
     of the Effective Date but on or prior to nine (9) months of the Effective
     Date and (iii) 50% of the IPO Price in the event that the IPO is
     consummated after nine (9) months of the Effective Date;

     "Effective Date" shall mean March 20, 2000;

     "IPO" shall mean an initial public offering of the Company's securities
     yielding to the Company gross proceeds of at least US$20 million;

     "IPO Price" shall mean the actual price per share at which the Company's
     shares are offered to the public in the IPO;

     "Liquidation Event" shall mean a liquidation, dissolution, merger of the
     Company with another entity, acquisition of all of the Company's equity
     shares by another entity or acquisition of all or substantially all of the
     Company's assets by another entity;
<PAGE>

     "Liquidation Event Price" the actual price per share determined in the
     Liquidation Event for a Series C-2 Preferred Share, par value NIS 0.1;

     Non Qualified Private Placement" shall mean a Private Placement, which
     doesn't qualify as a Qualified Private Placement;

     "Non Qualified Private Placement Price" shall mean the actual price paid
     per share in the Non Qualified Private Placement;

     "Private Placement" shall mean a subsequent investment in the Company's
     Share Capital;

     "Qualified Private Placement" shall mean a Private Placement yielding to
     the Company gross proceeds of at least US$10 million of which at least US$5
     million are invested by third parties who are not shareholders of the
     Company prior to the date hereof;

     "Qualified Private Placement Price" shall mean the actual price paid per
     share in the Qualified Private Placement.

  1  The Exercise Price per Ordinary Share shall equal:

     95% of the balance between (i) (a) the IPO Price, if an IPO is consummated
     prior to a Liquidation Event or a Qualified Private Placement, or (b) the
     Liquidation Event Price, if a Liquidation Event is consummated prior to an
     IPO or a Qualified Private Placement, or (c) the Qualified Private
     Placement Price, if a Qualified Private Placement is consummated prior to
     an IPO or a Liquidation Event and (ii) the Discount.

  1  Notwithstanding Section 2 of this Exhibit A, in the event that the Company
     consummates a Non Qualified Private Placement prior to an IPO or a
     Liquidation Event or a Qualified Private Placement, then the Holder of this
     Warrant shall have the right to elect that the Exercise Price of this
     Warrant shall equal 95% of the Non Qualified Private Placement Price. Such
     election shall be communicated in writing to the Company within 15 business
     days from the closing of the Non Qualified Private Placement and shall be
     final and binding upon the Holder.