SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM 10-Q

                                   (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

             For the transition period from            to
                                            ----------    ----------
Commission File Number: 333-30274
   ---------------------------------------------------------------------------

                         ClickSoftware Technologies Ltd.
             (Exact name of Registrant as specified in its charter)

                  ISRAEL                             Not Applicable
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification Number)

                               34 Habarzel Street
                                Tel Aviv, Israel
                    (Address of principal executive offices)

                                (972-3) 765-9400
              (Registrant's telephone number, including area code)




Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes  X  No
                                ----   ----

         As of March 31, 2000, there were 26,091,351 shares of the Registrant's
common stock, par value 0.02 NIS, outstanding.

<PAGE>

TABLE OF CONTENTS


10-Q

PART I -- FINANCIAL INFORMATION................................................2
ITEM 1.........................................................................3
Balance Sheet..................................................................3
Income Statement...............................................................4
Cash Flow Statement............................................................5
Table 4........................................................................6
PART II.......................................................................21
ITEM 2........................................................................21
ITEM 3........................................................................21
ITEM 6........................................................................22

EX-27.1

Exhibit 27 Table..............................................................24

<PAGE>

                         ClickSoftware Technologies Ltd.

                                    FORM 10-Q

                      FOR THE QUARTER ENDED March 31, 2001


PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

    (a) Condensed  Consolidated Balance Sheets as of March 31, 2001 and December
        31, 2000...............................................................3

    (b) Condensed  Consolidated  Statements of  Operations  for the Three Months
        Ended March 31, 2001 and March 31, 2000................................4

    (c) Condensed  Consolidated  Statements of Cash Flows for Three Months Ended
        March 31, 2001 and March 31, 2000......................................5

    (d) Notes to Condensed Consolidated Financial Statements...................6


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.........................................................6

    Factors That May Affect Future Results....................................11

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................................21

Item 2.  Changes in Securities and Use of Proceeds............................21

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........21

Item 6.  Exhibits and Reports on Form 8-K.....................................22

Signatures....................................................................23


                                        2
<PAGE>
PART I--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                     CLICKSOFTWARE TECHNOLOGIES LTD.
                                       CONSOLIDATED BALANCE SHEETS
                                    (in thousands, except share data)

                                                                                MARCH 31,       DECEMBER 31,
                                                                                  2001              2000
                                                                               -----------      -----------
                                                                               (Unaudited)       (Audited)
ASSETS
CURRENT ASSETS:
<S>                                                                             <C>             <C>
  Cash and cash equivalents                                                     $   6,806       $   4,438
  Short-term investments                                                            9,465          16,878
  Trade receivables                                                                 5,805           4,375
  Other receivables and prepaid expenses                                            1,546           1,466
     Total current assets                                                          23,622          27,157

Property and equipment, net                                                         3,968           3,772
Severance pay deposits                                                                516             526


Long-term cash investments                                                          1,600               -
     Total assets                                                               $  29,706       $  31,455


LIABILITIERS AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Short-term debt                                                               $     157       $     146
  Accounts payable and accrued expenses                                             3,786           3,274
  Deferred revenues                                                                   231             127
     Total current liabilities                                                      4,174           3,547

LONG-TERM LIABILITIES
  Long-term debt                                                                       94             103
  Accrued severance pay                                                             1,283           1,343
     Total long-term liabilities                                                    1,377           1,446
     Total liabilities                                                              5,551           4,993
Commitments and contingencies

SHAREHOLDERS' EQUITY:
Convertible Preferred shares of NIS 0.02par value:
     Authorized -- 5,000,000 as of December 31, 2000 and March 31,
2001; Issued and outstanding -- none as of December 31, 2000 and March 31, 2001.
                                                                                        -               -
Ordinary shares of NIS 0.02 par value:
    Authorized -- 100,000,000 as of December 31, 2000 and March 31, 2001; Issued
and outstanding -- 26,064,539 as of December 31,2000 and
26,091,351 as of March 31, 2001.                                                      100             100
Additional paid-in capital                                                         69,220          69,169
Deferred compensation                                                               (949)         (1,120)
Accumulated deficit                                                              (44,216)        (41,687)
     Total shareholders' equity                                                    24,155          26,462
     Total liabilities and shareholders' equity                                 $  29,706       $  31,455


</TABLE>

           See notes to condensed consolidated financial statements.
                                       3

<PAGE>
<TABLE>
<CAPTION>

                         CLICKSOFTWARE TECHNOLOGIES LTD.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (in thousands, except share and per share amounts)
                                   Unaudited)



                                                                       THREE MONTHS ENDED MARCH 31,
                                                                         2001               2000
                                                                     -----------        -----------

Revenues:
<S>                                                                <C>                 <C>
  Software license                                                 $     3,103         $     2,126
  Service and maintenance                                                1,339               1,385
                                                                   --------------------------------
     Total revenues                                                      4,442               3,511

Cost of revenues:
  Software license                                                          74                 110
  Service and maintenance                                                1,298               1,213
     Total cost of revenues                                              1,372               1,323
                                                                   --------------------------------
     Gross profit                                                        3,070               2,188
                                                                   --------------------------------

Operating expenses:
  Research and development expenses, net                                   974               1,064
  Sales and marketing expenses                                           3,666               3,174
  General and administrative expenses                                      827                 952
  Reorganization expenses                                                  294                   -
  Share-based compensation                                                 171                 355
                                                                   --------------------------------
     Total operating expenses                                            5,932               5,545
                                                                   --------------------------------
     Operating loss                                                    (2,862)             (3,357)
Interest and other income, net                                             333                   5
                                                                   --------------------------------
     Net loss                                                      $   (2,529)         $   (3,352)
                                                                   ================================
Basic and diluted net loss per share                               $    (0.10)         $    (0.17)
                                                                   ================================
Shares used in computing basic and diluted
net loss per share                                                  24,976,284          19,501,794
                                                                   ================================
</TABLE>



            See notes to condensed consolidated financial statements.
                                       4
<PAGE>
<TABLE>
<CAPTION>

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)





                                                                       THREE MONTHS ENDED MARCH 31,
                                                                         2001               2000
                                                                     -----------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>                  <C>
Net loss                                                            $ (2,529)            $ (3,352)

Adjustments to reconcile net loss to net
cash used in operating activities
Expenses not affecting operating cash flows:
  Depreciation                                                            260                  139
  Amortization of deferred compensation                                   171                  355
  Unrealized gain from investments                                        220                    -
  Severance pay, net                                                     (50)                   87
Changes in operating assets and liabilities:
  Trade receivables                                                   (1,430)                  734
  Other receivables and other prepaid expenses                           (80)                (185)
  Accounts payable and accrued expenses                                   512                (125)
  Deferred revenues                                                       104                (539)
                                                                   --------------------------------
Net cash used in operating activities                                 (2,822)              (2,886)
                                                                   --------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in investments, net                                            5,593                    -
Purchases of equipment                                                  (456)                (364)
                                                                   --------------------------------
Net cash provide (used) in investing
activities                                                              5,137                (364)
                                                                   --------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term debt                                                            11                (126)
Receipt(Payment) of long-term debt                                        (9)                 (57)
Net proceeds form issuance of Ordinary
  Shares                                                                    -                   12
Employee options exercised                                                 51                  322
                                                                   --------------------------------
Net cash provided by financing activities                                  53                  151
                                                                   --------------------------------
Increase (decrease) in cash and cash
  Equivalents                                                           2,368              (3,099)
Cash and cash equivalents at beginning of
  Period                                                                4,438                7,838
                                                                   --------------------------------
Cash and cash equivalents at end of period                          $   6,806            $   4,739
                                                                   ================================
Supplemental cash flow information
Cash paid for interest                                                      4                   21
                                                                   ================================


</TABLE>

            See notes to condensed consolidated financial statements.
                                       5
<PAGE>


                         ClickSoftware Technologies Ltd.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 (INFORMATION AS OF March 31, 2001 and FOR THE THREE MONTHS ENDED MARCH 31, 2000
                               AND MARCH 31, 2001)

    1.   Condensed Consolidated Financial Statements. The accompanying condensed
         consolidated  financial  statements  have been  prepared by the Company
         without  audit  and  reflect  all  adjustments,  consisting  of  normal
         recurring  adjustments  and  accruals,  which  are,  in the  opinion of
         management, necessary for a fair statement of the financial position of
         the Company as of March 31, 2001 and the results of operations and cash
         flows for the interim  periods  indicated.  The  results of  operations
         covered are not  necessarily  indicative  of the results to be expected
         for future  quarters  or for the year ending  December  31,  2001.  The
         statements have been prepared in accordance with the regulations of the
         Securities and Exchange  Commission;  accordingly,  certain information
         and  footnote   disclosures   normally  included  in  annual  financial
         statements  prepared in accordance with generally  accepted  accounting
         principles have been condensed or omitted.  These financial  statements
         should be read in conjunction with the audited financial statements and
         notes  thereto of  ClickSoftware  for the year ended  December 31, 2000
         that  are  included  in  ClickSoftware's   Form  10-K  filed  with  the
         Securities and Exchange Commission.

    2.   Net  (Loss)  Per Share.  ClickSoftware  computes  net loss per share of
         ordinary  shares in accordance  with Statement of Financial  Accounting
         Standards No. 128,  "Earnings  per Share"  ("SFAS No. 128").  Under the
         provisions  of SFAS No. 128 basic net loss per share  ("Basic  EPS") is
         computed by dividing net loss by the weighted  average number of shares
         of  common  stock  outstanding,  excluding  ordinary  shares  held by a
         trustee  reserved for allocation  against  employee options granted but
         not yet exercised. The weighted average ordinary shares outstanding are
         on a pro-forma  basis for the three months  ended March 31,  2000.  The
         following is a reconciliation  of the numerators and denominators  used
         in computing basic and diluted net loss per share (in thousands  except
         per share amounts):

<TABLE>
<CAPTION>

                                                                    2001                    2000
                                                                 -----------             -----------
                                                          (in thousands except share data and share numbers)

<S>                                                             <C>                   <C>
Net loss attributable to ordinary shareholders                  $   (2,529)           $    (3,352)
Basic and diluted:
  Weighted averages shares used in computing
   basic and diluted net loss per ordinary share                 24,976,284             19,501,794
                                                               ====================================
  Basic and diluted net loss per Ordinary share                 $    (0.10)           $     (0.17)
                                                               ====================================

</TABLE>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

Except for  historical  information,  the  discussion  in this  report  contains
forward-looking  statements that involve risks and uncertainties.  These forward
looking statements include,  among others, those statements including the words,
"expects", "anticipates", "intends", "believes" and similar language. Our actual
results could differ materially from those discussed herein.  Factors that could
cause or  contribute  to such  differences  include,  but are not limited to the
risks discussed in the section titled "Risk Factors".

                                       6
<PAGE>

OVERVIEW

ClickSoftware  Technologies  Ltd.  ("ClickSoftware"  or the  "Company")  derives
revenues from  software  licensing and service and  maintenance  fees.  Software
license  revenues are  comprised of  perpetual or annual  software  license fees
primarily  derived from contracts with our direct sales clients and our indirect
distribution channels.  License fees are based upon an initial fee determined by
the  number  of  service  resources  to  be  scheduled,   followed  by  periodic
maintenance fees.

We recognize  revenues in  accordance  with the American  Institute of Certified
Public Accountants  Statement of Position 97-2, "Software Revenue  Recognition,"
or SOP 97-2,  as amended by  Statement  of  Position  98-4.  Under SOP 97-2,  we
recognize  software license revenues when a software license  agreement has been
executed or a definitive  purchase  order has been  received and the product has
been  delivered  to our  clients,  no  significant  obligations  with  regard to
implementation remain, the fee is fixed and determinable,  and collectability is
probable.

Service and maintenance  revenues are comprised of professional service revenues
from  implementation,  and  revenues  from  consulting,  training,  and customer
service support fees.  Clients licensing our products generally purchase support
service  agreements  from us.  Professional  service and  training  revenues are
billed at an agreed-upon  rate plus incurred  expenses,  and are recognized when
provided.  Consulting  revenues are recognized on a straight-line basis over the
life of the  agreement.  Customer  support is charged as a percentage of license
fees depending upon the level of support coverage requested by the customer, and
are  recognized  over the  duration of the support  provided.  Our  products are
marketed  worldwide  through a combination of a direct sales force,  consultants
and various business  relationships we have with  implementation  and technology
companies and resellers.

We also  provide  software  license  pricing  structures  to our  clients  which
includes  lower initial  license fees followed by monthly  payments based on the
number of scheduling  transactions  conducted.  To date, however, no significant
revenue has been recognized on this basis.

Cost of  revenues  consists  of cost of software  license  revenues  and cost of
service and maintenance revenues.  Cost of software license revenues consists of
expenses  related to media  duplication  and packaging of our products.  Cost of
service and  maintenance  revenues  consists of  expenses  related to  salaries,
expenses  of  our  professional   services   organizations,   costs  related  to
third-party consultants, and equipment costs.

We believe that as our client base  reaches  maturity,  and as existing  clients
purchase  additional  licenses,  the percentage of revenues derived from license
fees will increase as a percentage of revenues  while the percentage of revenues
derived from service and maintenance fees will increase on an absolute basis but
decrease as a percentage of revenues as compared to historic periods.

Operating  expenses are categorized  into net research and development  expenses
(net of  grants),  sales and  marketing  expenses,  general  and  administrative
expenses, and share based compensation.

Research and  development  expenses  consist  primarily  of  personnel  costs to
support product development, net of grants received from the Chief Scientist. In
return for some of these grants, we are obligated to pay the Israeli  Government
royalties as described below which are included in sales and marketing expenses.
Software  research and development  costs incurred prior to the establishment of
technology  feasibility  are  included in research and  development  expenses as
incurred.

In previous  years we received  grants  from the Fund for the  Encouragement  of
Marketing  Activities  established  by the  Government of Israel.  In return for
these  grants,  we are  obligated  to pay the Israeli  Government  royalties  as
described below. We expect that sales and marketing expenses will increase on an
absolute  basis  over the next year as we hire  additional  sales and  marketing
personnel,  continue to promote our brand, continue our Internet initiative, and
increase our international sales efforts.


                                       7
<PAGE>

Sales and marketing  expenses  consist  primarily of personnel and related costs
for marketing and sales functions,  including related travel, direct advertising
costs, expenditures on trade shows, market research and promotional printing.

General and  administrative  expenses consist primarily of personnel and related
costs  for  corporate  functions,   including  information  services,   finance,
accounting,  human  resources,  facilities,  legal,  and  directors and officers
liability insurance.

Share-based  compensation  represents the aggregate  difference,  at the date of
grant,  between the  respective  exercise  price of stock options and the deemed
fair market value of the underlying stock. Share-based compensation is amortized
over the vesting period of the underlying options, generally four years.

Interest and other income,  net, includes interest income earned on our cash and
cash equivalents,  offset by interest expense,  and also includes the effects of
foreign currency translations.

The  functional  currency of our  operations  is the U.S.  dollar,  which is the
primary currency in the economic environment in which we conduct our business. A
significant  portion of our research and development  expense is incurred in New
Israeli  Shekels ("NIS") and a portion of our revenues and expenses are incurred
in British  Pounds and the Euro.  The results of our  operations  are subject to
fluctuations  in these  exchange  rates which are  influenced by various  global
economic  factors,  including  inflation  rates and economic  growth within each
nation.

The effects of foreign currency  exchange rates on our results of operations for
the three months ended March 31, 2000 and 2001 were immaterial.

RESULTS OF OPERATIONS

Our  operating  results  for each of the three  months  ended March 31, 2001 and
2000, expressed as a percentage of revenues are as follows:


                                                    THREE MONTHS ENDED MARCH 31,
                                                        2001              2000
                                                    ----------        ----------
Revenues:
  Software license                                         70%              61%
  Service and maintenance                                  30%              39%
                                                    ----------------------------
     Total revenues                                       100%             100%

Cost of revenues:
  Software license                                          2%               3%
  Service and maintenance                                  29%              35%
     Total cost of revenues                                31%              38%
                                                    ----------------------------
     Gross profit                                          69%              62%
                                                    ----------------------------

Operating expenses:
  Research and development expenses, net                   22%              30%
  Sales and marketing expenses                             83%              90%
  General and administrative expenses                      19%              27%
  Reorganization expenses                                   7%               0%
  Share-based compensation                                  4%              10%
                                                    ----------------------------
     Total operating expenses                             135%             157%
                                                    ----------------------------
     Operating loss                                      (64%)            (96%)
Interest and other income, net                              7%               1%
                                                    ----------------------------
     Net loss                                            (57%)            (95%)
                                                    ============================


REVENUES. Company revenues increased $0.9 million or 27% to $4.4 million for the
three  months  ended March 31, 2001 from $3.5 million for the three months ended
March 31, 2000.


                                       8
<PAGE>

SOFTWARE  LICENSE.  Software  license revenues were $3.1 million or 70% of total
revenues in the three months  ended March 31,  2001,  and $2.1 million or 61% of
total revenues in the three months ended March 31, 2000. The increase in license
revenue was primarily due to continued demand by new customers for ClickSoftware
products.

SERVICE AND MAINTENANCE.  Service and maintenance  revenues were $1.3 million or
30% of revenues in the three months  ended March 31,  2001,  and $1.4 million or
39% of total  revenue in the three months ended March 31, 2000.  The decrease in
service  and  maintenance  revenues  was  primarily  due to  increased  sales of
software licenses and improved implementation times associated with our product.

COST OF REVENUES.  Cost of revenues  were $1.4 million or 31% of revenues in the
three  months  ended March  31http://www.secinfo.com/  - Dates,  2001,  and $1.3
million  or 38% of  revenues  in the three  months  ended  March 31,  2000.  The
decrease in the cost of revenues on percentage  basis was due to an improved mix
between license and services and maintenance revenue.

COST OF SOFTWARE LICENSES.  Cost of software license revenues were $74,000 or 2%
of total  revenues in the three months ended March 31, 2001 and,  $110,000 or 3%
of revenues in the three months ended March 31, 2000.

COST OF SERVICE AND  MAINTENANCE.  Cost of service and maintenance  revenues was
$1.3 million or 29% of revenues  for the three months ended March 31, 2001,  and
$1.2 million or 35% of revenues for the three months ended March 31, 2000.  This
increase in the cost of service and  maintenance  revenues  was due to increased
professional  services required as a result of the increase in sale of licenses;
the percentage decrease in the cost of service and maintenance was primarily due
to the improved implementation times associated with our product.

GROSS  PROFIT.  Gross  profit as a  percentage  of revenues was 69% in the three
months  ended March 31, 2001 as compared to 62% in the three  months ended March
31, 2000. This improvement is mostly attributed to changes in the revenue mix in
favor of higher margin license revenues.

OPERATING  EXPENSES.  Total  operating  expenses  were $5.9  million  or 135% of
revenues for the three months ended March 31, 2001,  and $5.5 million or 157% of
revenues for the three months ended March 31, 2000.

RESEARCH AND DEVELOPMENT EXPENSES,  NET. Research and development expenses,  net
of related  grants,  were $1.0  million or 22% of revenues  for the three months
ended March 31,  2001,  and $1.1 million or 30% of revenues for the three months
ended March 31, 2000.  In the first quarter of 2001 we recognized a research and
development  grant from Israel's Chief Scientist in the amount of $165,000.  The
decrease in both absolute and percentage terms is primarily due to the temporary
transfer of R&D software  engineers  to the  Professional  Services  division to
support the implementation process with several European customers.

SALES AND MARKETING EXPENSES.  Sales and marketing expenses were $3.7 million or
83% of revenues for the three  months ended March 31, 2001,  and $3.2 million or
90% of revenues for the three months ended March 31, 2000. The absolute increase
in sales and  marketing  expenses  was due to  additional  sales  and  marketing
efforts  related  to the  expansion  of our  salesforce,  which  resulted  in an
increase in  personnel  related  costs as well as  additional  marketing  costs.
Dependant  upon the success of our product in the  market,  sales and  marketing
expenses  may  increase  on an  absolute  basis  in  future  periods  as we hire
additional  sales and marketing  personnel,  continue to promote our brand,  and
establish sales in additional geographic areas.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$827,000 or 19% of  revenues  in the three  months  ended  March 31,  2001,  and
$952,000 or 27% of  revenues  in the three  months  ended  March 31,  2000.  The
percentage  decrease is due to an increase in revenues  without a  corresponding
increase  in  administrative  expenses.  We expect  general  and  administrative
expenses to decrease as a percentage of revenues.

REORGANIZATION EXPENSES. Reorganization expenses were $333,000 or 7% of revenues
in the three  months ended March 31,  2001.  There were no such  expenses in the
three  months  ended  March  31,  2000.  These  expenses  were  primarily  costs
associated with severance payments to terminated employees.


                                       9
<PAGE>

SHARE-BASED  COMPENSATION.  Share based  compensation for the three months ended
March  31,  2001   amounted  to  $171,000  of   previously   recorded   deferred
compensation. Share based compensation for the three months ended March 31, 2000
amounted to $355,000.


LIQUIDITY AND CAPITAL RESOURCES

As of  March  31,  2001 we had  cash  and  cash  equivalents  of  $6.8  million,
short-term  investments of $9.5 million,  and long-term cash  investment of $1.6
million.

From  inception  through our IPO on June 22, 2000,  we financed  our  operations
primarily  through the private  placement  of equity  securities  which  through
December 31, 1999 totaled  approximately  $32.0 million,  net of issuance costs.
Our initial public stock offering of ordinary shares realized $28.3 million, net
of underwriter discount and other issuance costs.

Net cash used in  operating  activities  primarily  consisted  of net  losses in
addition to  increases  in trade  receivables  and prepaid  expenses,  partially
offset by increases in accounts payable,  accrued  liabilities,  amortization of
deferred  compensation,   non-cash  compensation   expenses,   depreciation  and
amortization,  as  applicable.  For the three months ended March 31, 2001,  cash
used in operations was $2.8 million,  comprised of our net loss of $2.5 million,
an increase in trade receivables of $1.4 million,  increase in other receivables
of  $80,000,  increase  in accounts  payable of  $512,000,  increase in deferred
revenue of $104,000,  partially offset by non-cash charges of $601,000  million.
For the three  months  ended March 31, 2000,  cash used in  operations  was $2.9
million,  comprised  of our net  loss of  $3.4  million,  a  decrease  in  trade
receivables of $734,000,  increase in other receivables of $185,000, decrease in
accounts  payable  of  $125,000,  decrease  in  deferred  revenue  of  $539,000,
partially offset by non-cash charges of $581,000.

Net cash  provided in investing  activities  in the three months ended March 31,
2001 was $5.1  million,  of which $5.6  million  was  provided  from  Short-term
investments  and  $456,000  invested  primarily in  leasehold  improvements  and
purchases of equipment and systems,  including  computer  equipment and fixtures
and  furniture.  Net cash used in  investing  activities  the three months ended
March  31,  2000  was  $364,000  which  was  primarily   invested  in  leasehold
improvements  and  purchases  of  equipment  and  systems,   including  computer
equipment and fixtures and furniture.

Net cash  provided by financing  activities  during the three months ended March
31, 2001 was $53,000 and 151,000 for the three months ended March 31, 2000.

As of March 31, 2001 we had outstanding trade receivables of approximately  $5.8
million.  Our trade receivables  typically have 30 to 60 day terms;  although we
have also negotiated longer payment plans with some of our clients.  As of March
31, 2001 our DSO (Days Sales Outstanding) was 118 days.

Since inception,  we have received aggregate payments from the Government of the
State  of  Israel  in the  amount  of  $4.4  million  related  to  research  and
development and $707,000 related to marketing activities.  As of March 31, 2001,
we have paid or accrued  royalties  related to these funds in the amount of $1.6
million.

We have a $1.0 million unsecured line of credit with an Israeli bank. No amounts
were outstanding under this line of credit as of March 31, 2001.

The  Company  also has an  aggregate  of  $251,000  in term  loans  relating  to
borrowings for working capital. We have a loan in US Dollars bearing an interest
rate of LIBOR plus 1% and a loan in New  Israeli  Shekels  linked to the Israeli
CPI, currently bearing an interest rate of 5.4%. Additional loans are in British
Pounds bearing an average interest rate of 9.7%.

Our bank in Israel has issued two standby  letters of credit on our behalf.  One
is for $125,000 for tenant improvements related to our facilities in Israel. The
other is for $703,000 and secures our performance  pursuant to projects with the
Government of Israel.  Additionally,  Silicon Valley Bank has issued a letter of
credit on our behalf in the amount of $205,560 to assure  performance  under the
terms of our Campbell, CA lease.

                                       10
<PAGE>

Our capital requirements depend on numerous factors, including market acceptance
of our products, the resources we devote to developing,  marketing,  selling and
supporting  our  products,  the  timing and  extent of  establishing  additional
international  operations  and other  factors.  We intend to continue  investing
significant  resources in our sales and marketing  and research and  development
operations  in the future.  We believe  that our current cash  balances  will be
sufficient to fund our expenses until we reach profitability.

FACTORS THAT MAY AFFECT FUTURE RESULTS

You should  carefully  consider the following  factors and other  information in
this statement before you decide to invest in our ordinary shares. If any of the
negative events referred to below occur, our business,  financial  condition and
results of operations  could suffer.  In any such case, the trading price of our
ordinary shares could decline, and you may lose all or part of your investment.


RISKS RELATED TO OUR BUSINESS

THE ECONOMIC  OUTLOOK FOR THE YEAR 2001 MAY ADVERSELY  AFFECT THE DEMAND FOR OUR
PRODUCTS AND THE COMPANY'S  RESULTS OF OPERATIONS.  Predictions  for the general
economy  for  2001  indicate  uncertain  economic   conditions.   Weak  economic
conditions may cause a reduction in information  technology  spending generally.
Consequently,  there may be an adverse  impact on the  demand for our  products,
which would adversely affect our results of operations. In addition, predictions
regarding  economic  conditions  have a low  degree of  certainty,  and  further
predicting the effects of the changing  economy is even more  difficult.  We may
not  accurately  gauge the effect of the general  economy on our business.  As a
result,  we may not react to such  changing  conditions in a timely manner which
may result in an adverse impact on our results of  operations.  Any such adverse
impacts to our results of operations from a changing economy may cause the price
of our ordinary shares to decline.

We have not achieved  profitability.  We expect to continue to incur significant
sales and marketing and research and development expenses. Some of our expenses,
such as administrative and management payroll and rent and utilities,  are fixed
in the short  term and cannot be quickly  reduced  to  respond to  decreases  in
revenues.  As a result, we will need to generate significant revenues to achieve
and maintain profitability, which we may not be able to do.

OUR QUARTERLY  OPERATING  RESULTS ARE SUBJECT TO FLUCTUATIONS  AND IF WE FAIL TO
MEET THE EXPECTATIONS OF SECURITIES  ANALYSTS OR INVESTORS,  OUR SHARE PRICE MAY
DECREASE. Our quarterly operating results are difficult to predict and are not a
good measure for  comparison.  Our  operating  history  shows that a significant
percentage of our quarterly revenues come from orders placed toward the end of a
quarter,  for the quarter ended March 31, 2001  approximately  two-thirds of our
realized revenue was recognized in the last two weeks of the quarter.  From time
to time, we anticipate a sale of significant size to a single customer.  A delay
in the  completion  of any  sale  past  the end of a  particular  quarter  could
negatively  impact results for that quarter,  and such negative  impact could be
significant for the delay of a sale of significant  size. Even without the delay
of a significant  sale,  our future  quarterly  operating  results may fluctuate
significantly  and may not meet  the  expectations  of  securities  analysts  or
investors.  If this occurs,  the price of our ordinary shares may decrease.  The
factors that may cause  fluctuations in our quarterly  operating results include
the following:

    *    the volume and timing of customer orders;
    *    internal budget constraints of our current and prospective clients;
    *    the length and unpredictability of our sales cycle;
    *    the mix of revenue  generated  by  product  licenses  and  professional
         services;
    *    the mix of revenue between domestic and foreign sources;
    *    announcements or introductions of new products or product  enhancements
         by us or our competitors;
                                       11
<PAGE>

    *    changes in prices of and the adoption of different  pricing  strategies
         for our products and those of our competitors;
    *    timing and amount of sales and marketing expenses;
    *    changes in our business and partner relationships;
    *    technical  difficulties  or  "bugs"  affecting  the  operation  of  our
         software;
    *    foreign currency exchange rate fluctuations; and
    *    general economic conditions.

FAILURE OF THE MARKET TO ACCEPT OUR TECHNOLOGY WOULD ADVERSELY AFFECT DEMAND FOR
OUR PRODUCTS AND THE PRICE OF OUR ORDINARY  SHARES COULD  DECLINE.  Our products
are based on complex technologies, including sophisticated algorithms and models
which we have developed to address complex scheduling and troubleshooting issues
in the service  industry.  Although our products are currently being used in the
service  industry,  and we believe our  technologies  address these issues,  the
methods  we have  chosen  have  not yet  been  widely  accepted  by the  service
industry.  We cannot predict whether our products will be widely accepted by the
service industry. Failure of the market to accept our technology would adversely
affect demand for our products.  In addition, we participate in an industry with
an  inherently  high failure rate and we cannot assure you that our clients will
achieve success when using our products and services. Any publicized performance
problems  relating to our products or those of our  competitors  could also slow
client adoption of our products.  Moreover, to the extent that we are associated
with  unsuccessful  client projects,  even if due to factors beyond our control,
our reputation and competitive  position in our industry could be materially and
adversely affected.

FAILURE OF THE  MARKET TO ACCEPT  OUR NEW  PRODUCTS  WOULD  ADVERSLY  AFFECT OUR
PROFITABILITY.  Historically,  all of our operating  revenue has come from sales
of, and services related to, our CLICKSCHEDULE product and our CLICKFIX product,
to clients seeking application  software that enables efficient  provisioning of
services in enterprise environments.

During the year ended December 31, 2000, we introduced  three new products that,
together with our existing products,  constitute a suite of products that offers
a more  comprehensive  solution  to our  customers.  The  growth of our  company
depends in part on the  development of market  acceptance of these new products.
We have no  guarantee  that the  sales of these new  products  will  develop  as
quickly  as we  anticipate,  or at all.  Lack of  long-term  demand  for our new
products  would have a material  adverse  effect on our business  and  operating
results.

OUR LONG AND  UNPREDICTABLE  SALES AND  IMPLEMENTATION  CYCLES DEPEND ON FACTORS
OUTSIDE OUR CONTROL, WHICH MAY CAUSE QUARTERLY LICENSE AND SERVICE FEES REVENUES
TO VARY SIGNIFICANTLY FROM PERIOD TO PERIOD. To date, our customers have taken a
long time,  typically  ranging from three months to nine months, to evaluate our
products before making their purchase decisions.  In addition,  depending on the
nature and specific needs of a client,  the  implementation  of our products can
take up to  three  to  twelve  months.  Sales  of  licenses  and  implementation
schedules  are  subject  to a number of risks  over  which we have  little or no
control, including clients' budgetary constraints,  clients' internal acceptance
reviews,  the success and continued internal support of clients' own development
efforts, the efforts of businesses with which we have relationships, the nature,
size and  specific  needs of a client and the  possibility  of  cancellation  of
projects by clients.  The uncertain  outcome of our sales efforts and the length
of our  sales  cycles  could  result  in  substantial  fluctuations  in  license
revenues.  Historically more than 60% of our sales in any given quarter occur in
the last two weeks of the quarter;  if sales  forecasted  from a specific client
for a particular quarter are not realized in that quarter, we are unlikely to be
able to generate  revenues from alternate  sources in time to compensate for the
shortfall.  As a result,  and due to the relatively large size of some orders, a
lost or  delayed  sale could have a  material  adverse  effect on our  quarterly
revenue and operating  results.  Moreover,  to the extent that significant sales
occur  earlier  than  expected,  revenue and  operating  results for  subsequent
quarters could be adversely affected.

FAILURE TO EXPAND OUR SALES AND MARKETING  ORGANIZATIONS COULD LIMIT OUR ABILITY
TO SELL ADDITIONAL PRODUCTS AND SERVICES, WHICH WOULD IMPAIR OUR ABILITY TO GROW
OUR BUSINESS AND INCREASE  REVENUES.  We are  expanding  our direct and indirect
sales  operations  to increase  market  awareness  of our  products and generate
increased  revenues.  We cannot be certain that we will be  successful  in these
efforts.  In addition to normal  turnover of  personnel,  we are  attempting  to
expand  our  direct  sales  force in North  America.  As of March 31,  2001,  we
employed 64 individuals in our sales and marketing organizations.  Because 25 of
these sales and marketing  personnel joined us within the last twelve months, we
will be required to devote  significant  resources  to the training of these new
sales  personnel.  In addition,  we might not be able to hire or retain the kind
and number of sales and marketing personnel we are targeting because competition
for qualified sales and marketing personnel in our market is intense.

                                       12
<PAGE>

WE DEPEND ON KEY PERSONNEL,  AND THE LOSS OF ANY KEY PERSONNEL  COULD AFFECT OUR
ABILITY TO COMPETE AND OUR ABILITY TO ATTRACT  ADDITIONAL  KEY  PERSONNEL MAY BE
IMPAIRED.  We believe our future success will depend on the continued service of
our executive  officers and other key sales and marketing,  product  development
and professional  services personnel.  Dr. Moshe BenBassat,  our Chief Executive
Officer,  has  individually   participated  in  and  has  been  responsible  for
overseeing  much of the research and development of our core  technologies.  Mr.
Shimon Rojany, our CFO, recently announced his upcoming  retirement.  Mr. Rojany
is  committed  to  continuing  his  services for as long as required to ensure a
smooth transition. The services of Dr. BenBassat and other members of our senior
management  team and key  personnel  would be very  difficult to replace and the
loss of any of these  employees could harm our business  significantly.  We have
employment  agreements with, among others,  Dr. BenBassat,  Mr. Rojany,  and Mr.
Corey Leibow,  our Chief Operating  Officer.  Although these agreements  request
sixty days notification  prior to departure,  relationships  with these officers
and key employees are at will.  The loss of any of our key personnel  could harm
our ability to execute our business strategy and compete. In addition, given the
decline in our share price and the  volatility of the stock  market,  we believe
that the prospective employees that we target may perceive that the share option
component of our  compensation  packages is not valuable.  Consequently,  we may
have difficulty hiring our desired numbers of key personnel.  Moreover,  even if
we are able to attract  key  personnel,  the  resources  required to attract and
retain such personnel may adversely affect our operating results.

IF WE FAIL TO EXPAND OUR PROFESSIONAL SERVICES ORGANIZATION,  WE MAY NOT BE ABLE
TO SERVICE  ADDITIONAL  CLIENTS AND INSTALL  ADDITIONAL  LICENSES.  We cannot be
certain  that we can attract or retain a sufficient  number of highly  qualified
professional services personnel to meet our business needs. Clients that license
our software typically engage our professional  services  organization to assist
with  the  installation  and  operation  of  our  software   applications.   Our
professional  services  organization  also  provides  assistance  to our clients
related to the maintenance,  management and expansion of their software systems.
Growth in licenses of our software will depend in part on our ability to provide
our clients with these services.  In addition, we will be required to expand our
professional  services  organization  to enable us to  continue  to support  our
existing  installed  base of  customers.  As a result,  we plan to increase  the
number of our service  personnel in order to meet these needs.  Competition  for
qualified  services  personnel  with the relevant  knowledge  and  experience is
intense, and we may not be able to attract and retain necessary personnel. If we
are not able to grow our  professional  services  organization,  our  ability to
expand our service business would be limited.  In addition,  we could experience
delays in  recognizing  revenue  if our  professional  services  group  fails to
complete implementations in a timely manner.

IF WE FAIL TO EXPAND OUR  RELATIONSHIPS  WITH  THIRD  PARTIES  THAT CAN  PROVIDE
IMPLEMENTATION  AND  PROFESSIONAL  SERVICES TO OUR CLIENTS,  WE MAY BE UNABLE TO
INCREASE OUR REVENUES AND OUR BUSINESS COULD BE HARMED. In order for us to focus
more  effectively  on our core  business of developing  and  licensing  software
solutions,  we need to continue to establish  relationships  with third  parties
that can  provide  implementation  and  professional  services  to our  clients.
Third-party  implementation  and consulting firms can also be influential in the
choice of resource optimization applications by new clients. If we are unable to
establish and maintain  effective,  long-term  relationships with implementation
and professional services providers, or if these providers do not meet the needs
or  expectations  of our clients,  we may be unable to grow our revenues and our
business  could suffer.  As a result of the limited  resources and capacities of
many third-party implementation providers, we may be unable to attain sufficient
focus and resources from the  third-party  providers to meet all of our clients'
needs,  even  if  we  establish  relationships  with  these  third  parties.  If
sufficient  resources  are  unavailable,  we will be required  to provide  these
services internally,  which could limit our ability to meet other demands.  Even
if we are successful in developing relationships with third-party implementation
and professional services providers,  we will be subject to significant risk, as
we cannot  control  the level and  quality of service  provided  by  third-party
implementation and professional services partners.

                                       13
<PAGE>

OUR MARKET IS HIGHLY  COMPETITIVE AND ANY REDUCTION IN DEMAND FOR, OR PRICES OF,
OUR PRODUCTS COULD NEGATIVELY IMPACT OUR REVENUES,  REDUCE OUR GROSS MARGINS AND
CAUSE OUR SHARE PRICE TO DECLINE. The market for our products is competitive and
rapidly  changing.  We expect  competition  to increase in the future as current
competitors expand their product offerings and new companies enter the market.

Because the market for service and delivery  optimization  software is evolving,
it is  difficult  to  determine  what  portion  of the  market  each  competitor
currently controls. However, competition could result in price reductions, fewer
customer  orders,  reduced gross margin and loss of market  share,  any of which
could cause our business to suffer. We may not be able to compete  successfully,
and competitive pressures may harm our business.

Some of our current and  potential  competitors  have greater name  recognition,
longer  operating  histories,  larger customer bases and  significantly  greater
financial, technical, marketing, public relations, sales, distribution and other
resources than us. In addition,  some of our potential competitors are among the
largest and most well capitalized  software  companies in the world. See Part 1,
Competition.

FAILURE TO FULLY DEVELOP OR MAINTAIN KEY BUSINESS  RELATIONSHIPS COULD LIMIT OUR
ABILITY TO SELL  ADDITIONAL  LICENSES  WHICH COULD  DECREASE  OUR  REVENUES  AND
INCREASE  OUR  SALES  AND  MARKETING  COSTS.  We  believe  that our  success  in
penetrating  our target  markets  depends in part on our  ability to develop and
maintain  business  relationships  with  software  vendors,  resellers,  systems
integrators,  distribution  partners  and  customers.  If we  fail  to  continue
developing  these  relationships,  our growth could be limited.  We have entered
into agreements  with third parties  relating to the integration of our products
with their product  offerings,  distribution,  reselling and consulting.  We are
only beginning to derive  revenues from these  agreements but we may not be able
to derive significant revenues in the future from these agreements. In addition,
our growth may be limited  if  prospective  clients do not accept the  solutions
offered by our strategic partners.

OUR MARKET MAY  EXPERIENCE  RAPID  TECHNOLOGICAL  CHANGES  THAT COULD  CAUSE OUR
PRODUCTS TO FAIL OR REQUIRE US TO REDESIGN OUR  PRODUCTS,  WHICH WOULD RESULT IN
INCREASED  RESEARCH AND DEVELOPMENT  EXPENSES.  Our market is  characterized  by
rapid technological change,  dynamic client needs and frequent  introductions of
new  products  and product  enhancements.  If we fail to  anticipate  or respond
adequately to technology developments and client requirements, or if our product
development  or  introduction  is delayed,  we may have lower  revenues.  Client
product  requirements  can change  rapidly as a result of computer  hardware and
software innovations or changes in and the emergence,  evolution and adoption of
new  industry  standards.  For  example,  we offer  Windows NT  versions  of our
products due to the market acceptance of Windows NT over the last several years.
While we interface smoothly with UNIX systems,  we currently do not provide Unix
versions of our software. The actual or anticipated introduction of new products
has resulted and will  continue to result in some  reformulation  of our product
offerings. Technology and industry standards can make existing products obsolete
or  unmarketable  or result in delays in the  purchase  of such  products.  As a
result,  the life cycles of our  products are  difficult  to  estimate.  We must
respond  to  developments  rapidly  and  continue  to make  substantial  product
development  investments.  As is  customary in the  software  industry,  we have
previously  experienced delays in introducing new products and features,  and we
may  experience  such delays in the future  which  could  impair our revenue and
operating results.

OUR PRODUCTS COULD BE SUSCEPTIBLE TO ERRORS OR DEFECTS THAT COULD RESULT IN LOST
REVENUES,  LIABILITY OR DELAYED OR LIMITED MARKET  ACCEPTANCE.  Complex software
products such as ours often contain errors or defects,  particularly  when first
introduced or when new versions or enhancements are released.  In the past, some
of  our  products  have   contained   errors  and  defects  which  have  delayed
implementation  or required  us to expend  additional  resources  to correct the
problems. Despite internal testing and testing by current and potential clients,
and despite the history of use by our installed  base of customers,  our current
and future products may contain as yet undetected serious defects or errors. Any
such defects or errors could  result in lost  revenues,  liability or a delay in
market acceptance of these products,  any of which would have a material adverse
effect on our business, operating results and financial condition.

                                       14
<PAGE>

The  performance  of our  products  also  depends in part upon the  accuracy and
continued  availability  of  third-party  data.  We rely on third  parties  that
provide  information such as street and address  locations and mapping functions
that we incorporate into our products.  If these parties do not provide accurate
information,  or if we are unable to maintain our  relationships  with them, our
reputation and competitive position in our industry could suffer and we could be
unable to develop or enhance our products as required.

OUR  INTELLECTUAL  PROPERTY  COULD BE USED BY THIRD PARTIES  WITHOUT OUR CONSENT
BECAUSE  PROTECTION  OF OUR  INTELLECTUAL  PROPERTY IS LIMITED.  Our success and
ability to compete are  substantially  dependent upon our  internally  developed
technology,  which we protect  through a combination of copyright,  trade secret
and  trademark  law.  However,  we may  not be able to  adequately  protect  our
intellectual  property  rights,  which  may  significantly  harm  our  business.
Specifically,  we may not be able to protect our trademarks for our company name
and our product names, and unauthorized parties may attempt to copy or otherwise
obtain and use our  products or  technology.  Policing  unauthorized  use of our
products and  technology is  difficult,  particularly  in countries  outside the
U.S.,  and we  cannot  be  certain  that the steps we have  taken  will  prevent
infringement or misappropriation of our intellectual property rights.

Our  end-user  licenses are designed to prohibit  unauthorized  use,  copying or
disclosure of our software and technology in the United States, Israel and other
foreign countries. However, these provisions may be unenforceable under the laws
of some jurisdictions and foreign  countries.  Unauthorized third parties may be
able to copy some portions of our products or reverse engineer or obtain and use
information and technology  that we regard as  proprietary.  Third parties could
also independently develop competing technology or design around our technology.
If we are unable to  successfully  detect  infringement  and/or to  enforce  our
rights to our technology,  we may lose  competitive  position in the market.  We
cannot assure you that our means of protecting our intellectual  property rights
in the United  States,  Israel or elsewhere  will be adequate or that  competing
companies will not independently develop similar technology.  In addition,  some
of our  licensed  users  may  allow  additional  unauthorized  users  to use our
software,  and if we do not detect  such use,  we could lose  potential  license
fees.

OUR TECHNOLOGY AND OTHER  INTELLECTUAL  PROPERTY MAY BE SUBJECT TO  INFRINGEMENT
CLAIMS.   Substantial   litigation   regarding   technology   rights  and  other
intellectual  property  rights exists in the software  industry both in terms of
infringement and ownership  issues.  A successful claim of patent,  copyright or
trademark infringement or conflicting ownership rights against us could cause us
to make changes in our business or significantly  harm our business.  We believe
that our  products do not  infringe the  intellectual  property  rights of third
parties.  However,  we cannot  assure  you that we will  prevail  in all  future
intellectual property disputes.

We expect that  software  products may be  increasingly  subject to  third-party
infringement  or ownership  claims as the number of  competitors in our industry
segment grows and the  functionality of products in different  industry segments
overlaps.  Third  parties  may  make a  claim  of  infringement  or  conflicting
ownership  rights  against us with respect to our products and  technology.  Any
claims, with or without merit, could:

    *    be time-consuming to defend;
    *    result in costly litigation;
    *    divert management's attention and resources; or
    *    cause product shipment delays.

Further,  if an infringement or ownership claim is successfully  brought against
us, we may have to pay damages or royalties,  enter into a licensing  agreement,
and/or  stop  selling  the product or using the  technology  at issue.  Any such
royalty or licensing agreements may not be available on commercially  reasonable
terms, if at all.

                                       15
<PAGE>

From  time to time,  we may  encounter  disputes  over  rights  and  obligations
concerning  intellectual  property.  We also  indemnify  some  of our  customers
against claims that our products  infringe the  intellectual  property rights of
others.  We have only conducted a partial search for existing  patents and other
intellectual property registrations,  and we cannot assure you that our products
do not infringe any issued patents. In addition,  because patent applications in
the United  States and Israel  are not  publicly  disclosed  until the patent is
issued, applications may have been filed which would relate to our products.

ANY FUTURE  ACQUISITIONS OF COMPANIES OR TECHNOLOGIES  MAY RESULT IN DISTRACTION
OF OUR MANAGEMENT AND DISRUPTIONS TO OUR BUSINESS.  Although not currently under
consideration,  we may acquire or make investments in complementary  businesses,
technologies, services or products if appropriate opportunities arise. From time
to time we may engage in discussions and negotiations  with companies  regarding
our acquiring or investing in such companies' businesses,  products, services or
technologies.  We cannot make assurances that we will be able to identify future
suitable  acquisition or investment  candidates,  or if we do identify  suitable
candidates,  that we will be able to make such  acquisitions  or  investments on
commercially  acceptable terms or at all. Our management has limited  experience
in  acquiring  companies  or  technologies.  If we  acquire or invest in another
company,  we  could  have  difficulty  assimilating  that  company's  personnel,
operations,  technology or products and service offerings.  In addition, the key
personnel  of the  acquired  company  may  decide  not to  work  for  us.  These
difficulties  could disrupt our ongoing  business,  distract our  management and
employees, increase our expenses and adversely affect our results of operations.
Furthermore, we may incur indebtedness to pay for any future acquisitions. As of
the date of this  statement,  we have neither begun  discussions  nor entered an
agreement to make any such material investment or acquisition transaction.

FUTURE ACQUISITIONS MAY RESULT IN DILUTION TO OUR CURRENT  SHAREHOLDERS.  In the
future we may acquire complementary  business through the issuance of additional
ordinary  shares.  Additional  issuances of ordinary  shares could  decrease the
value of our ordinary  shares and reduce the net tangible  book value per share.
Consequently,  an acquisition in which we issue additional shares could actually
decrease the value of your investment in  ClickSoftware.  As of the date of this
statement,  we have neither begun  discussions  nor entered an agreement to make
any  material  acquisition  which would  result in the  issuance  of  additional
shares.

OUR BUSINESS MAY BECOME  INCREASINGLY  SUSCEPTIBLE TO NUMEROUS RISKS  ASSOCIATED
WITH  INTERNATIONAL  OPERATIONS.  Significant  portions of our operations  occur
outside the United States. Our facilities are located in North America,  Israel,
the European continent,  and the United Kingdom,  and our executive officers and
other  key  employees  are  dispersed  throughout  the  world.  This  geographic
dispersion  requires  significant  management  resources  that may place us at a
disadvantage  compared  to our  locally  based  competitors.  In  addition,  our
international operations are generally subject to a number of risks, including:

    *    foreign currency exchange rate fluctuations;
    *    longer sales cycles;
    *    multiple, conflicting and changing governmental laws and regulations;
    *    expenses associated with customizing products for foreign countries;
    *    protectionist laws and business practices that favor local competition;
    *    difficulties in collecting accounts receivable; and
    *    political and economic instability.

We expect  international  revenues  to  continue  to account  for a  significant
percentage of total  revenues and we believe that we must continue to expand our
international  sales  and  professional  services  activities  in  order  to  be
successful.  Our international  sales growth will be limited if we are unable to
expand  our   international   sales   management   and   professional   services
organizations,  hire  additional  personnel,  customize  our  products for local
markets and establish relationships with additional international  distributors,
consultants  and other third  parties.  If we fail to manage our  geographically
dispersed organization,  we may fail to meet or exceed our business plan and our
revenues may decline.

                                       16
<PAGE>

WE ARE  INCORPORATED  IN ISRAEL  AND HAVE  IMPORTANT  FACILITIES  AND  RESOURCES
LOCATED  IN  ISRAEL  WHICH  COULD BE  NEGATIVELY  AFFECTED  DUE TO  MILITARY  OR
POLITICAL  TENSIONS.  We are incorporated  under the laws of the State of Israel
and our research and  development  facilities as well as  significant  executive
offices  are  located  in Israel.  Although  substantial  portions  of our sales
currently are to customers outside of Israel,  political,  economic and military
conditions in Israel could  nevertheless  directly affect our operations.  Since
the  establishment  of the State of Israel in 1948, a number of armed  conflicts
have taken place between Israel and its Arab neighbors and a state of hostility,
varying in degree and intensity,  has led to security and economic  problems for
Israel.  Since September 2000, a continuous  armed conflict with the Palestinian
authority has been taking place.

Despite  our  history of  avoiding  adverse  effects,  in the future we could be
adversely  affected by any major hostilities  involving Israel, the interruption
or curtailment of trade between Israel and its trading  partners,  a significant
increase in inflation,  or a  significant  downturn in the economic or financial
condition of Israel.  Despite the progress  towards peace between Israel and its
Arab  neighbors,  the future of these peace efforts is  uncertain.  Several Arab
countries  still restrict  business with Israeli  companies  which may limit our
ability to make sales in those  countries.  We could be  adversely  affected  by
restrictive laws or policies directed towards Israel or Israeli businesses.

CERTAIN  OF OUR  OFFICERS  AND  EMPLOYEES  ARE  REQUIRED  TO SERVE IN THE ISRAEL
DEFENSE  FORCES AND THIS COULD  FORCE THEM TO BE ABSENT  FROM OUR  BUSINESS  FOR
EXTENDED  PERIODS.  David  Schapiro,  our Executive  Vice President of Worldwide
Markets and Product  Group,  and Hannan  Carmeli,  our Senior Vice  President of
Worldwide Professional Services and Operations,  as well as other male employees
located in Israel  are  currently  obligated  to perform up to 39 days of annual
reserve  duty in the Israel  Defense  Forces and are subject to being called for
active  military  duty at any time.  The loss or extended  absence of any of our
officers and key personnel due to these requirements could harm our business.

WE ARE SUBJECT TO A RECENTLY  ADOPTED NEW  COMPANIES  LAW WHICH HAS NOT YET BEEN
INTERPRETED.  Because we are incorporated under the laws of the State of Israel,
your rights as a  shareholder  will be governed by the  Companies  Law of Israel
which became  effective on February 1, 2000.  Certain  obligations and fiduciary
duties of directors,  officers and shareholders  under the new Companies Law are
new and have  not  been  interpreted  or  reviewed  by the  Israeli  courts.  In
addition, not all of the regulations have been promulgated to date. As a result,
our  shareholders  may have more difficulty and uncertainty in protecting  their
interests  in the case of  actions by our  directors,  officers  or  controlling
shareholders  or  third  parties  than  would   shareholders  of  a  corporation
incorporated in a state or other jurisdiction in the United States.

WE ARE AN INTERNATIONAL COMPANY AND OUR INTERNATIONAL  OPERATIONS ARE EXPANDING.
OUR RISK EXPOSURE TO FOREIGN CURRENCY FLUCTUATIONS IS INCREASING, AND WE MAY NOT
BE ABLE TO FULLY  MITIGATE THE RISK.  Our revenue from the UK has grown.  We are
expanding  operations  in  other  areas  of  Europe,  and  income  and  expenses
recognized in the European  Community Euro will increase.  We incur a portion of
our expenses,  principally salaries and related personnel expenses in Israel, in
NIS. In 1999 34%, and in 2000 27% of our costs were incurred in NIS. We are also
experiencing  a growth in revenue  and  expenses  in Israel,  and we  anticipate
recognizing  revenue from other  international  sources.  Presently  our risk to
foreign currency fluctuations is minimal, but if our foreign accounts receivable
balances increase, the risk will increase. We cannot assure that we will be able
to adequately protect ourselves against such risk.

THE GOVERNMENT PROGRAMS IN WHICH WE CURRENTLY PARTICIPATE AND TAX BENEFITS WHICH
WE CURRENTLY  RECEIVE  REQUIRE US TO SATISFY  PRESCRIBED  CONDITIONS  AND MAY BE
DELAYED,  TERMINATED OR REDUCED IN THE FUTURE. THIS WOULD INCREASE OUR COSTS AND
TAXES.  We receive grants from the Government of the State of Israel through the
Office of the Chief  Scientist  of the  Ministry of Industry  and Trade,  or the
Chief Scientist,  for the financing of a significant portion of our research and
development  expenditures in Israel,  and we may apply for additional  grants in
the future. We cannot assure that we will continue to receive grants at the same
rate or at all. The Chief  Scientist  budget has been subject to reductions that

                                       17
<PAGE>

may affect the  availability of funds for Chief Scientist  grants in the future.
The  percentage  of our research and  development  expenditures  financed  using
grants from the Chief Scientist may decline in the future, and the terms of such
grants may become less  favorable.  In connection  with research and development
grants received from the Chief  Scientist,  we must make royalty payments to the
Chief Scientist on the revenues derived from the sale of products,  technologies
and services  developed with the grants from the Chief  Scientist.  From time to
time,  the Government of Israel changes the rate of royalties we must pay, which
does not allow us to accurately predict what this rate will be. In addition, our
ability to manufacture  products or transfer  technology  outside Israel without
the approval of the Chief Scientist is restricted  under law. Any manufacture of
products or transfer of technology  outside Israel will also require the company
to pay  increased  royalties  to the Chief  Scientist  up to 300%.  We currently
conduct  all of our  manufacturing  activities  in Israel and intend to continue
doing so in the  foreseeable  future and  therefore do not believe there will be
any increase in the amount of royalties we pay to the Chief Scientist. Currently
the  office  of the Chief  Scientist  does not  consider  the  licensing  of our
software in the ordinary  course of business a transfer of technology  and we do
not intend to transfer any technology outside of Israel. Consequently, we do not
anticipate  having to pay  increased  royalties to the Chief  Scientist  for the
foreseeable  future.  In connection  with our grant  applications,  we have made
representations  and covenants to the Chief Scientist regarding our research and
development  activities  in Israel.  The  funding  from the Chief  Scientist  is
subject to the accuracy of these  representations  and covenants.  If we fail to
comply with any of these  conditions,  we could be  required to refund  payments
previously  received  together  with  interest and penalties and would likely be
denied receipt of these grants thereafter.

WE ANTICIPATE RECEIVING TAX BENEFITS FROM THE GOVERNMENT OF THE STATE OF ISRAEL,
HOWEVER  THESE  BENEFITS MAY BE DELAYED,  REDUCED OR  TERMINATED  IN THE FUTURE.
Pursuant to the Law for the Encouragement of Capital Investments, the Government
of the State of Israel  through  the  Investment  Center has  granted  "Approved
Enterprise"  status  to  three  of our  existing  capital  investment  programs.
Consequently,  we are eligible  for certain tax  benefits for the first  several
years in which we  generate  taxable  income.  We have  not,  however,  begun to
generate taxable income for purposes of this law and we do not expect to utilize
these  tax  benefits  for the near  future.  Once we begin to  generate  taxable
income,  our  financial   condition  could  suffer  if  our  tax  benefits  were
significantly  reduced.  The benefits  available to an approved  enterprise  are
dependent upon the fulfillment of certain conditions and criteria. If we fail to
comply with these  conditions  and  criteria,  the tax benefits  that we receive
could be partially or fully canceled and we could be forced to refund the amount
of the benefits we received,  adjusted for inflation and interest.  From time to
time, the Government of Israel has discussed  reducing or limiting the benefits.
We cannot assess whether these benefits will be continued in the future at their
current levels or at all.

PROPOSED  TAX REFORM IN ISRAEL MAY REDUCE OUR TAX  BENEFITS.  On May 4, 2000,  a
committee  chaired by the  Director  General of the Israeli  Ministry of Finance
issued  a report  recommending  a  sweeping  reform  in the  Israeli  system  of
taxation.  The  proposed  reform  would  significantly  alter  the  taxation  of
individuals  and would  also  affect  corporate  taxation.  In  particular,  the
proposed  reform would reduce but not  eliminate  the tax benefits  available to
approved  enterprises  such as  ours.  The  Israeli  cabinet  has  approved  the
recommendation  in  principle,   but   implementation  of  the  reform  requires
legislation  by Israel's  Knesset.  We cannot be certain  whether  the  proposed
reform  will be  adopted,  when it will be adopted or what form any reform  will
ultimately take or what effect it will have on our company.

IT MAY BE  DIFFICULT  TO ENFORCE A U.S.  JUDGMENT  AGAINST US, OUR  OFFICERS AND
DIRECTORS AND THE ISRAELI  ACCOUNTANTS  NAMED AS EXPERTS IN THIS STATEMENT OR TO
ASSERT U.S.  SECURITIES LAWS CLAIMS IN ISRAEL OR SERVE PROCESS ON  SUBSTANTIALLY
ALL OF OUR OFFICERS AND DIRECTORS AND THESE ACCOUNTANTS.  We are incorporated in
Israel and maintain  significant  operations  in Israel.  Some of our  executive
officers  and  directors  and the Israeli  accountants  named as experts in this
statement  reside outside of the United States and a significant  portion of our
assets and the assets of these  persons are located  outside the United  States.
Therefore,  it may be difficult for an investor,  or any other person or entity,
to enforce a U.S. court judgment against us or any of those persons or to effect
service of process upon these persons in the United States, based upon the civil
liability  provisions of the U.S.  federal  securities laws in an Israeli court.

                                       18
<PAGE>

Additionally,  it may be  difficult  for an  investor,  or any  other  person or
entity,  to enforce civil  liabilities  under U.S.  federal  securities  laws in
original actions instituted in Israel. We have appointed ClickSoftware Inc., our
U.S.  subsidiary,  as our agent to  receive  service  of  process  in any action
against us arising out of our original June 22, 2000 initial public offering. We
have not  given  our  consent  for our agent to accept  service  of  process  in
connection with any other claim. Furthermore,  if a foreign judgment is enforced
by an Israeli court, it will be payable in NIS.

OUR OFFICERS,  DIRECTORS AND AFFILIATED  ENTITIES OWN A LARGE  PERCENTAGE OF OUR
COMPANY AND COULD  SIGNIFICANTLY  INFLUENCE THE OUTCOME OF ACTIONS.  As of March
31, 2001, our executive  officers,  directors and entities  affiliated with them
beneficially owned approximately 33.5% of our outstanding ordinary shares. These
shareholders,  if acting together,  would be able to significantly influence all
matters  requiring  approval  by our  shareholders,  including  the  election of
directors.  This concentration of ownership may also have the effect of delaying
or  preventing a change of control of our  company,  which could have a material
adverse effect on our stock price.  These actions may be taken even if our other
investors oppose them.

WE ARE  SUBJECT  TO  ANTI-TAKEOVER  PROVISIONS  THAT  COULD  DELAY OR PREVENT AN
ACQUISITION  OF  US,  EVEN  IF  AN  ACQUISITION   WOULD  BE  BENEFICIAL  TO  OUR
SHAREHOLDERS. Provisions of Israeli corporate and tax law and of our articles of
association may have the effect of delaying, preventing or making more difficult
merger or other  acquisition  of us, even if doing so would be beneficial to our
shareholders.  In  addition,  any merger or  acquisition  of us will require the
prior consent of the Chief Scientist.

Israeli law regulates mergers,  votes required to approve a merger,  acquisition
of  shares  through  tender  offers  and  transactions   involving   significant
shareholders.  In addition,  our articles of association provide for a staggered
board of directors and for restrictions on business combinations with interested
shareholders.  Any of these provisions may make it more difficult to acquire our
company. Accordingly, an acquisition of us could be delayed or prevented even if
it would be beneficial to our shareholders.

OTHER ORDINARY  SHARES MAY BE SOLD IN THE FUTURE.  THIS COULD DEPRESS THE MARKET
PRICE FOR OUR ORDINARY SHARES. As of March 31, 2001, we had 26,091,351  ordinary
shares  outstanding,  including  shares  held by a trustee  for  issuance  under
outstanding  options.  In  addition,  as of March  31,  2001,  we had  2,649,641
ordinary  shares  issuable upon exercise of outstanding  options,  and 2,578,161
additional  ordinary shares  reserved for issuance  pursuant to our stock option
plans and employee share purchase plan. If our existing  shareholders or we sell
a large number of our ordinary  shares,  the price of our ordinary  shares could
fall  dramatically.  Restrictions  under the securities laws limit the number of
ordinary shares available for sale by our shareholders in the public market.  We
have  filed a  Registration  Statement  on Form S-8 to  register  for resale the
ordinary shares reserved for issuance under our stock option plans.

OUR NEED FOR  ADDITIONAL  FINANCING  IS  UNCERTAIN,  AS IS OUR  ABILITY TO RAISE
FURTHER FINANCING IF REQUIRED. We believe that our current cash balances will be
sufficient to fund our expenses until we reach profitability. However, we cannot
assure you that we will  attain  sufficient  revenues  to  achieve  or  maintain
profitability,  particularly  given current  economic  conditions  and potential
reductions in  information  technology  spending by our current and  prospective
customers.  We may need to raise additional capital to finance our operations or
for strategic  purposes,  and we may do so by selling  additional equity or debt
securities or by increasing the size of our credit facility. If additional funds
are raised through the issuance of equity or debt  securities,  these securities
could have  rights,  preferences  and  privileges  senior to those of holders of
ordinary shares, and the terms of these securities could impose  restrictions on
our  operations.  The sale of additional  equity or convertible  debt securities
could result in additional dilution to our shareholders.  In addition, we cannot
be certain that  additional  financing  will be available in amounts or on terms
acceptable  to us,  if at  all.  If we are  unable  to  obtain  this  additional
financing,  we may be  required  to  reduce  the  scope of our  planned  product
development  and marketing  efforts,  which could harm our  business,  financial
condition or operating  results.


                                       19
<PAGE>

If the economy  continues to weaken or, for any other  reason,  we are unable to
meet our business  goals,  we may have to raise  additional  funds to respond to
business contingencies and may include the need to:

    *    fund additional marketing expenditures;
    *    develop new or enhance existing products and services;
    *    enhance our operating infrastructure;
    *    hire additional personnel;
    *    respond to competitive pressures;
    *    acquire complementary businesses or necessary technologies; or
    *    fund more rapid expansion.

If  additional  funds are raised  through the issuance of equity or  convertible
debt securities,  the percentage  ownership of our shareholders will be reduced,
and these newly issued  securities  may have rights,  preferences  or privileges
senior to those of existing  shareholders.  We cannot assure you that additional
financing  will be  available  on terms  favorable to us, or at all. If adequate
funds are not available or are not available on acceptable terms, our ability to
fund our operations, take advantage of unanticipated  opportunities,  develop or
enhance our products and services or otherwise respond to competitive  pressures
would  be  significantly  limited.  Additionally,   prior  to  the  issuance  of
additional  equity or convertible debt securities to entities outside of Israel,
we will need to obtain  approval from the Chief Scientist of the State of Israel
and there can be no assurance that we will be able to obtain this consent in the
future.

IF WE ARE  CHARACTERIZED  AS A PASSIVE FOREIGN  INVESTMENT  COMPANY,  OUR UNITED
STATES  SHAREHOLDERS  WILL BE SUBJECT TO ADVERSE TAX  CONSEQUENCES.  If, for any
taxable year, our passive  income,  or our assets which produce  passive income,
exceeds  specified  levels,  we  may  be  characterized  as  a  passive  foreign
investment  company for United States  federal  income tax  purposes.  We do not
currently  anticipate that this will happen,  but, if it does, our  shareholders
will be subject to adverse United States tax consequences. Prospective investors
should consult with their own tax advisors with respect to the tax  consequences
applicable to them of investing in our ordinary shares.

business  interruptions could adversely affect our business.  Our operations are
vulnerable to interruption by fire, earthquake,  power loss,  telecommunications
failure and other events beyond our control.  In particular,  we have operations
in the San Francisco Bay Area,  an area that is known to be  susceptible  to the
risk of  earthquakes.  We do not have a detailed  disaster  recovery  plan.  Our
facilities  in the State of  California  are  currently  subject  to  electrical
blackouts as a consequence of a shortage of available  electrical  power. In the
event these blackouts  continue or increase in severity,  they could disrupt the
operations of our affected facilities.  In addition,  we do not carry sufficient
business  interruption  insurance to compensate us for losses that may occur and
any losses or damages incurred by us could have a material adverse effect on our
business.

Our stock price could be volatile  and could  decline  substantially.  The stock
market has experienced significant price and volume fluctuations, and the market
prices of technology companies have been highly volatile. The price at which our
ordinary shares trades is likely to be volatile and may fluctuate  substantially
due to factors such as:

    *    announcements of technological innovations;
    *    announcements relating to strategic relationships;
    *    conditions affecting the software and Internet industries;
    *    trends related to the fluctuations of stock prices of companies such as
         ours;
    *    our historical and anticipated quarterly and annual operating results;
    *    variations between our actual results and the expectations of investors
         or published reports or analyses of ClickSoftware;
    *    announcements  by us or  others  affecting  our  business,  systems  or
         expansion plans; and
    *    general conditions and trends in technology industries.

                                       20
<PAGE>

In the past,  securities  class  action  litigation  has often  been  instituted
against  companies  following periods of volatility in the market price of their
securities.  This type of  litigation  could result in  substantial  costs and a
diversion of management's attention and resources.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN CURRENCY EXCHANGE RATE RISK. We develop products in Israel and sell them
primarily in North America and Europe. As a result,  our financial results could
be affected by factors  such as changes in foreign  currency  exchange  rates or
weak economic  conditions in foreign markets. As most of our sales are currently
made in U.S. dollars, a strengthening of the dollar could make our products less
competitive in foreign  markets.  Our interest income is sensitive to changes in
the general level of U.S. interest rates, particularly since the majority of our
investments are in short-term  instruments.  We regularly assess these risks and
have established  policies and business practices to protect against the adverse
effects  of  these  and  other  potential  exposures.  As a  result,  we do  not
anticipate  material losses as a result of foreign  exchange rate  fluctuations.
Due to the  short-term  nature of our term  investments,  we have concluded that
there is no material market risk exposure.  Therefore,  no quantitative  tabular
disclosures are required. Additionally, although we do not presently participate
in hedging contracts related to foreign currency exchange rates, we may do so in
the future to protect against rate  fluctuations  affecting our foreign currency
accounts  receivable  balances.   We  do  not  participate  in  any  speculative
investments.

INTEREST RATE RISK. As of March 31, 2001,  we had cash and cash  equivalents  of
$16.3 million which consist of cash and highly liquid short-term investments and
a $1.6 million in long tern cash  investment.  Our  investments  will decline in
value by an immaterial amount if market interest rates increase, and, therefore,
our exposure to interest rate changes has been immaterial.  Declines of interest
rates over time will,  however,  reduce our interest  income from our short-term
investments.

As of March 31, 2001, we had total short term debt of $0.2 million and long-term
debt net of current maturities of $0.1 million which bear interest at rates that
are  linked  to  LIBOR or the  Israeli  consumer  price  index.  We also  have a
revolving,  accounts  receivable-based,  secured  credit  facility of up to $2.5
million for working capital purposes.  Amounts  outstanding bear interest at the
U.S. prime rate plus 1%. As of March 31, 2001, there were no amounts outstanding
under this facility.

ClickSoftware  maintains a short-term  investment portfolio primarily consisting
of corporate debt  securities  with  maturities of twelve months or less.  These
securities  are subject to interest rate risk and will rise and fall in value if
market  interest rates change.  The extent of this risk is not  quantifiable  or
predictable due to the variability of future interest rates.  ClickSoftware does
not expect any material loss with respect to its investment portfolio.

The  following  table  provides   information  about  ClickSoftware   investment
portfolio,  cash,  long term debts as of March 31, 2001 and  presents  principal
cash flows and related  weighted  averages  interest rates by expected  maturity
dates.

                                       21
<PAGE>
<TABLE>
<CAPTION>

                                              YEAR OF MATURITY
                                     2001     2002     2002    AFTER 2003     TOTAL CARRYING VALUE
                                              (dollars in thousands)
<S>                                  <C>     <C>      <C>     <C>            <C>
Cash and equivalents                 5,050    -        -       -              5,050
  Average interest rate              4.6%     -        -       -              4.6%
Commercial Papers                    1,587    -        -       -              1,587
  Average interest rate              5.1%     -        -       -              -
Corp Bonds                           1,216    -        -       -              1,216
  Average interest rate              5.6%     -        -       -              5.6%
Euro Dollar Bonds                    4,111    -        -       -              4,111
  Average interest rate              5.9%     -        -       -              5.9%
Taxable Auction Securities           1,000    1,600    -       -              2,600
  Average interest rate              5.4%     -        -       -              5.4%
Asset backed Securities              3,306    -        -       -              3,306
  Average interest rate              6.7%     -        -       -              6.7%

Bank Loan                            60       15       -       -              75
  Average interest rate              L+1%     L+1%     -       -              L+1%
N.I.S indexed loans                  12       4        1       -              17
  Average interest rate              9.7%     9.7%     9.7%    -              9.7%

Leases US$                           7        7        8       -              22
  Average interest rate              7.1%     7.1%     7.1%    -              7.1%
Leases GBP                           85       35       12      4              136
  Average interest rate              9.8%     9.3%     5.5%    5.5%           9.2%

</TABLE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements (as such term is defined
in Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange  Act of 1934)  and  information  relating  to us that are  based on the
beliefs  of our  management  as well  as  assumptions  made  by and  information
currently available to our management, including statements related to products,
markets,  and future  results of operations and  profitability,  and may include
implied statements concerning market acceptance of our products, and our growing
leadership role in the marketplace.  In addition,  when used in this report, the
words  "likely,"  "will,"  "suggests,"  "may," "would,"  "could,"  "anticipate,"
"believe,"   "estimate,"  "expect,"  "intend,"  "plan,"  "predict"  and  similar
expressions  and their  variants,  as they relate to us or our  management,  may
identify forward-looking statements. Such statements reflect the judgment of the
Company as of the date of this annual report on Form 10-K with respect to future
events,  the outcome of which is subject to certain  risks,  including  the risk
factors set forth herein,  which may have a significant  impact on our business,
operating  results or financial  condition.  Investors are cautioned  that these
forward-looking statements are inherently uncertain. Should one or more of these
risks or  uncertainties  materialize,  or should  underlying  assumptions  prove
incorrect,  actual results or outcomes may vary  materially from those described
herein.   ClickSoftware  undertakes  no  obligation  to  update  forward-looking
statements, whether as a result of new information, future events or otherwise.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         None

(b) No reports on Form 8-K were filed with the Securities and Exchange
Commission during the three months ended March 31, 2001.



                                       22
<PAGE>

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            CLICKSOFTWARE TECHNOLOGIES LTD.
                                            (Registrant)

                                            By:  /s/ SHIMON M. ROJANY
                                            ------------------------------------
                                            Shimon M. Rojany
                                            Senior Vice President and
                                            Chief Financial Officer


Date:  May 14, 2001