Exhibit 10.1



EMPLOYMENT AGREEMENT



          This Employment Agreement,
effective as of the 6th day of February, 2001 (the “Effective
Date”), is made by and between Radview Software, Inc., a Delaware
corporation (“Radview”) and Ilan Kinreich (“Employee”). 



     WHEREAS Radview is a wholly owned
subsidiary of Radview Software Ltd., an Israeli corporation ("Parent"); 



          WHEREAS Employee and Radview have
entered into an agreement which includes among other things, a covenant not to
compete with Radview by the Employee, a non-solicitation agreement and an
assignment of inventions agreement; and 



     WHEREAS Employee and Radview desire to set
forth other terms of Employee's employment; 



          NOW, THEREFORE, the parties hereto
agree as follows: 



1. Change of Control.



          Upon a Change of Control (as
defined below), all unvested stock options and/or restricted shares shall
immediately vest with respect to 50% of such options and/or shares. 



2. Termination of Employment Subsequent to a Change of Control. 



     	a.	 	
          If, within 12 months of a Change of Control (as defined below) (i) Employee
          terminates his employment with Good Reason (as defined below) or (ii)
          Employee’s employment is terminated without Cause (as defined below), then,
          in either case, Employee will receive on his termination date the Accrued
          Obligations (as defined below) and severance pay equal to six (6) months of his
          or her annual base salary then in effect shall be paid in equal installments
          (minus applicable withholdings) over a six (6) month period following such
          termination, 



          



	b. 	 	Employee
shall continue to receive the same health benefits as he or she was receiving prior to
such termination during the six (6) month period following such termination; and 







     	c.	 	
          All remaining unvested stock options and/or restricted shares shall immediately
          vest; provided, however, that if the Board of Directors of Parent determines
          that the provisions of this Section 2(c) might have the effect of adversely
          affecting the accounting treatment of a "pooling transaction" resulting in a Change of
          Control, the Board of Directors of Parent may, in connection with the approval
          of such "pooling transaction", elect to invalidate this provision. 



          



	d. 	 	For
purposes of this Agreement: 







     	(i)	 	
          “Accrued Obligations” shall mean all amounts of Annual Compensation
          due and owing, reimbursements properly submitted for expenses incurred prior to
          the termination date and any accrued but unused vacation owed to the Employee as
          of the termination date. 



          



     	(ii)	 	“Cause”
          shall mean any act of or omission by Employee in the conduct of Employee’s
          duties and responsibilities which constitutes gross negligence or willful
          misconduct, or any act of or omission by Employee which involves dishonesty or
          criminal conduct. In the event the Board of Directors of Radview (the
          “Board”) determines it has reason to terminate Employee’s
          employment for Cause, it shall give written notice to Employee stating the
          specific grounds constituting Cause. In the event that the Cause alleged
          constitutes any act or omission in the conduct of Employee’s duties and
          responsibilities which constitutes gross negligence or willful misconduct,
          Employee shall have an opportunity within five (5) days after receiving such
          notice to meet with the Board to discuss such allegations of Cause. 



          














     	(iii)	 	
          “Change of Control” shall mean: (i) any sale, lease, exchange or other
          transfer (in one transaction or a series of transactions) of all or
          substantially all of the assets of Radview or Parent; (ii) individuals who, as
          of the date hereof, constitute the entire Board of Directors of Radview or of
          Parent (the “Incumbent Directors”) cease for any reason to constitute
          at least a majority of the Board of Directors of such company, provided that any
          individual becoming a director subsequent to the date hereof whose election was
          approved by a vote of at least a majority of the then Incumbent Directors shall
          be, for the purposes of this provision, considered as though such individual
          were an Incumbent Director; (iii) any consolidation or merger of Radview or
          Parent with any other entity where the stockholders of Radview or Parent
          immediately prior to the consolidation or merger, would not, immediately after
          the consolidation or merger, beneficially own, directly or indirectly, shares
          representing fifty percent (50%) of the combined voting power of all of the
          outstanding securities of the entity issuing cash or securities in the
          consolidation or merger (or its ultimate parent corporation, if any); (iv) a
          third person, including a “person” as defined in Section 13(d)(3) of
          the Exchange Act, becomes the beneficial owner (as defined in Rule 13d-3 under
          the Exchange Act) directly or indirectly, of securities of Radview or of Parent
          representing twenty -five percent (25%) or more of the total number of votes
          that may be cast for the election of the directors of Radview; or (vi) the Board
          of Directors of Radview or Parent, by vote of a majority of all the Directors,
          adopts a resolution to the effect that a “Change-in-Control” has
          occurred for purposes of this Agreement. 



          



     	(iv)	 	
          “Good Reason” means that (i) Employee’s compensation has been materially
          reduced (and such reduction is not part of an overall reduction in compensation
          affecting other Employees of Radview), (ii) Employee’s position, duties or
          responsibilities have been materially reduced, (iii) the Employee’s primary
          place of employment is moved to a location greater than sixty (60) miles away
          from its then current location, or (iv) Radview has not paid to Employee when
          due any undisputed compensation, including salary or bonus, and in all such
          cases (i-iv) the condition continues beyond 15 business days from the date
          Radview’s Board is notified in writing of its existence. Notwithstanding
          anything contained herein to the contrary, a material reduction in
          Employee’s position, duties or responsibilities shall be deemed to have
          occurred if, for example and without in anyway limiting the foregoing, a Change
          of Control resulting in Radview or Parent becoming a subsidiary of another
          entity occurs and Employee’s position, duties or responsibilities are not
          otherwise reduced (unless Employee is also awarded identical or superior
          position, duties and responsibilities with any such parent entity). 



          



3. Governing Law; Arbitration; Injunctive and Other Relief



          This Agreement shall be governed
by and construed and enforced in accordance with the laws of the Commonwealth of
Massachusetts applicable to agreements made and to be performed entirely in
Massachusetts (without regard to its conflict of laws statutes). Each party
hereby irrevocably consents to the exclusive jurisdiction of the federal and
state courts located in Massachusetts with respect to any actions which may
arise in connection with this Agreement and are not required by this Section 3
to be arbitrated. Except as provided in this Section 3, any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall be
settled by arbitration administered by the American Arbitration Association in
accordance with its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof. 



          Each of the parties to this
Agreement acknowledges that a breach of this Agreement may cause the other party
irreparable harm that may not be adequately compensated by money damages.
Therefore, in the event of a breach or threatened breach by a party, injunctive
or other equitable relief will be available to the other party, and any
arbitrator acting pursuant to this Agreement shall have the authority to provide
such injunctive or other equitable relief. Remedies provided herein are not
exclusive. 



          The arbitrator shall have the
authority to award such remedies or relief that a court of the Commonwealth of
Massachusetts could order or grant in an action governed by Massachusetts law,
including, without limitation, specific performance of any obligation created
under this Agreement, the issuance of an injunction, or the imposition of
sanctions for abuse or frustration of the arbitration process. The arbitration
proceedings shall be conducted in Boston, Massachusetts. 



          Notwithstanding the foregoing, any
party may bring and pursue an action in any federal or state court located in
Massachusetts seeking provisional relief, including a temporary restraining
order or preliminary injunction, pending an arbitration proceeding. Any
provisional relief obtained shall be discontinued once the arbitrator has
assumed jurisdiction and ordered such discontinuance. 













4. Miscellaneous



	a. 	 	Survival.
Notwithstanding anything in this Agreement to the contrary, Section 3 shall survive any
termination of this Agreement. 







	b. 	 	Successors
and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties hereto. 







	c.	 	Entire
Agreement; Amendment.This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subjects hereto and thereof. None of
this Agreement or any term hereof may be amended, waived, discharged or terminated,
except by a written instrument signed by both of the parties hereto.  







	d.	 	Notices,
etc.All notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by certified or registered mail, postage prepaid, delivered
either by hand or by messenger, or transmitted by electronic telecopy (fax) addressed:  







		If to
Radview:
	
     	 	Brian E. LeClair
Radview Software, Inc.
7 New England Executive Park
Burlington, MA
01803 






		If to
Employee, at:
	
     	 	                            








	 	 	or at
such other address as any party shall have furnished to the others in writing. All such
notices and other written communications shall be effective (i) if mailed, seven (7) days
after mailing (if mailed from outside the United States, such mailing must be by airmail
and said seven (7) days shall be fourteen (14) days), (ii) if delivered, upon delivery,
or (iii) if faxed, one (1) business day after transmission and acknowledgement of receipt
by telephone or fax.  







	e.	 	Delays
or Omissions.No delay or omission to exercise any right, power or remedy accruing to
either party hereto upon any breach or default of the other party under this Agreement
shall impair any such right, power or remedy of such party nor shall it be construed to
be a waiver of any such breach or default, or an acquiescence therein, or any similar
breach or default thereafter occurring. No waiver of any single breach or default shall
be deemed a waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character on the part of any party
hereto of any breach or default under this Agreement or any waiver on the part of any
party hereto of any provisions or conditions of this Agreement must be made in writing
and shall be effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any party, shall
be cumulative and not alternative.  







	f. 	 	Separability.
In case any provision of this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. 







	g. 	 	Prior
Agreements.This Employment Agreement supersedes all prior written or oral agreements
related to Employee's employment with Radview. 







        IN WITNESS WHEREOF, each of the
parties has executed this Agreement as of the Effective Date. 


		
		
	Employee:	RADVIEW SOFTWARE, INC.
	

/s/ Ilan Kinreich	/s/ Brian E. LeClair
	
	

	Name:	By:
	   	Name: