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                                                                   Draft 6/27/02

                           MONDAY CONSULTING US, INC.
                           DEFERRED COMPENSATION PLAN

         Section 1. Purposes.

         The purposes of the Plan are to provide selected Employees with an
opportunity to defer the receipt of compensation and to attract and retain such
individuals.

         Section 2. Definitions.

         "Account" means the bookkeeping account and subaccounts established and
maintained by the Company reflecting each Participant's interest under the Plan.

         "Affiliate" means any entity directly or indirectly controlling,
controlled by, or under common control with, the Company or any other entity
designated by the Committee in which the Company or an Affiliate has an
interest.

          "Beneficiary" means the person or entity designated by a Participant,
in writing on a form provided by the Company for such purpose, to receive
payments under the Plan in the event of his or her death while a Participant or,
in the absence of such designation, the Participant's estate.

         "Board of Directors" means the Board of Directors of the Company.

         "Bonus" means the cash bonus payable to an Employee under a bonus plan
maintained by the Company or its Subsidiaries, determined without regard to any
elections under the Plan.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Change in Control" means Change in Control as defined in the Monday
Ltd 2003 Share Incentive Plan.

         "Committee" means the senior Human Resources executive for the
Americas, the senior Finance executive for the Americas and the senior Legal
executive for the Americas or their respective delegates.

         "Company" means Monday Consulting US, Inc. and its successors.

         "Deferral Period" means the period(s) established by the Committee from
time to time as the period(s) for which amounts may be deferred pursuant to
Section 3.2(i).

         "Deemed Investment" means a hypothetical investment(s) or investment
fund(s) or vehicle(s), including without limitation mutual funds, money market
accounts or funds, and debt and equity securities, including equity securities
of the Company or its Affiliates, designated as a Deemed Investment pursuant to
Section 3.3(i).

         "Disability" means a period of disability during which a Participant
qualifies for total and permanent disability benefits under the Participant's
employer's long-term disability plan, or, if a
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Participant does not participate in such a plan, a period of disability during
which the Participant would have qualified for total permanent disability
benefits under such a plan had the Participant been a participant in such a
plan, as determined in the sole discretion of the Plan Administrator. If the
Participant's employer does not sponsor such a plan, or discontinues to sponsor
such a plan, Disability shall be determined by the Plan Administrator in its
sole discretion.

         "Eligible Employee" means an Employee designated as an Eligible
Employee pursuant to Section 3.1.

         "Employee" means an employee of the Company or its Subsidiaries.

         "Fiscal Year" means the Company's fiscal year.

         "Participant" means an Eligible Employee who has elected to participate
in the Plan. A Participant shall remain a Participant so long as he or she has a
balance credited to his or her Account.

         "Plan" means this Monday Consulting US, Inc. Deferred Compensation
Plan.

         "Plan Administrator" means such person or persons designated by the
Committee to administer the Plan.

         "Plan Eligible Pay" means the W-2 income of an Employee, including
wages, salary, overtime, commissions, and severance pay, but excluding bonus,
severance or other termination payments, fringe benefits (cash and noncash),
gains from share option exercises, moving expenses or other expense allowances,
determined without regard to any elections under this Plan or pursuant to
sections 125 or 401(k) of the Code. With respect to a Participant's special
initial deferral election described in Section 3.2, Plan Eligible Pay shall be
determined after deducting applicable payroll and income taxes, any mandatory
pre-tax deductions (for medical premiums and spending accounts) and mandatory
after-tax deductions (including 401(k) loans, levies, and Minnesota Life
premiums), and elective after-tax deductions.

         "Plan Year" means the calendar year.

         "Subsidiary" means any entity that, directly or indirectly, is
controlled by the Company, or any entity in which the Company has a significant
equity interest, in either case as determined by the Committee.

         "Unforeseeable Financial Emergency" means an unanticipated emergency
that is caused by an event beyond the control of the Participant that would
result in severe financial hardship to the Participant resulting from (i) a
sudden and unexpected illness or accident of the Participant or a dependent of
the Participant, (ii) a loss of the Participant's property due to casualty, or
(iii) such other extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, all as determined in the
sole discretion of the Committee. In making its determination the Committee
shall be guided by the prevailing authorities applicable under the Code so as to
result in the Participant not being in constructive receipt of any distribution
due to an Unforeseeable Financial Emergency.


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         Section 3. Eligibility and Participation.

                  3.1 Eligibility.

                  (i) The Committee shall designate the Eligible Employees from
among individuals constituting a select group of management or highly
compensated Employees.

                  (ii) Employees of the Company seconded on international
assignment outside the United States shall not be eligible to voluntarily defer
income in accordance with the Plan during the secondment period, unless
specifically authorized to make a deferral election under Section 3.2 by the
Committee based on its conclusion that such deferral will not result in
substantial foreign tax costs. The Committee shall have complete discretion in
making this determination.

                  (iii) Notwithstanding any other provisions of the Plan, if the
Committee determines that a Participant may not qualify as a member of a select
group of management or highly compensated Employees, such Participant shall no
longer be eligible to participate in the Plan, and the value of the
Participant's Account shall be distributed to the Participant as soon as
practicable in a cash lump sum.

                  3.2 Deferral Elections.

                  (i) An Eligible Employee may make a special initial election
to defer for the 2002 and 2003 Plan Year 100% of his or her Plan Eligible Pay
for 2002 and 2003 equal to a dollar limit established by the Committee for such
Eligible Employee. Beginning with the 2003 Plan Year and each Plan Year
thereafter, an Eligible Employee may elect to defer from 1% to 50% of his or her
Plan Eligible Pay for a calendar year and from 1% to 80% of his or her Bonus for
a Plan Year; provided, however, that a 2003 deferral election for any Eligible
Employee who has made a special initial deferral election in 2002 shall not be
effectuated until the pay period following the last deferral under such special
initial election. Each election must be made in writing on a form provided by
the Company for such purpose. Unless otherwise provided by the Committee, an
Eligible Employee may, as part of such election, designate a Deferral Period.
Such election shall be subject to the terms and conditions of the Plan and such
rules as the Committee may establish from time to time. Such election shall be
irrevocable, provided that the Committee may, in accordance with such rules as
it may establish from time to time, permit a Participant to change such
election, provided, however, that any such change in election shall apply only
to compensation not yet payable.

                  3.3 Suspension of Deferrals.

                  (i) If a Participant experiences an Unforeseeable Financial
Emergency, the Participant may petition the Committee to suspend any deferrals
previously elected. The Committee shall determine, in its sole discretion,
whether to approve the Participant's petition. If the petition for a suspension
is approved, suspension shall take effect upon the date of approval.

                  (ii) From and after the date that a Participant is deemed to
have suffered a Disability that results in the Participant taking an unpaid or
partially-paid leave of absence, any standing deferral election of the
Participant shall automatically be suspended and no further deferrals shall be
made with respect to the Participant.


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                  3.4 Resumption of Deferrals.

                  (i) If deferrals by a Participant have been suspended during a
Plan Year due to an Unforeseeable Financial Emergency or a Disability, the
Participant should not be eligible to make any further deferrals in respect of
that Plan Year. The Participant may be eligible to make deferrals for subsequent
Plan Years provided the Participant is otherwise eligible to make deferrals for
such subsequent Plan Years and the Participant complies with the election
requirements under the Plan.

                  (ii) Except for the special initial deferral election, an
Eligible Employee must make a new deferral election with respect to his or her
Plan Eligible Pay and Bonus for each Plan Year. If a new election is not timely
made, such Plan Eligible Pay and Bonus, if any, shall be paid in accordance with
the Company's regular payroll practices and the terms of the applicable bonus
plan, as the case may be.

                  3.5 Deemed Investments.

                  (i) The Committee may from time to time designate one or more
Deemed Investments in which the amount credited to a Participant's Account will
be deemed invested.

                  (ii) If the Committee designates more than one Deemed
Investment, a Participant may make an investment preference election with
respect to amounts credited to his or her Account. Such election must be made in
writing on a form provided by the Company for such purpose and shall be subject
to the terms and conditions of the Plan and such rules as the Committee may
establish from time to time. The Committee may, in accordance with such rules as
it may establish from time to time, permit a Participant to change such election
prospectively. If a Participant does not make a timely investment preference
election, amounts credited to his Account will be deemed invested in an interest
bearing Deemed Investment, as designated by the Committee.

                  (iii) Earnings on any amounts deemed invested in any Deemed
Investment shall be deemed reinvested in such investment. Neither the Committee,
the Company, the trustee of any trust established pursuant to the Plan, nor any
other person is under any obligation to actually invest such amounts in
accordance with the election made by the Participant.

         Section 4. Accounts.

         An Account shall be maintained for each Participant. A Participant's
Account shall be credited with the amount of Plan Eligible Pay and Bonus
deferred as of the date(s) payment would otherwise have been made to the
Participant and shall be debited with the amount of any distributions under the
Plan. The Participant's Account shall also be credited or debited, as the case
may be, with notional gains and losses at the same time and in the same manner
as if such Account were actually invested in the Deemed Investments in
accordance with Section 3.3. Any earnings credited under the Deemed Investment
(such as interest, dividends and distributions) shall be deemed to be reinvested
in that Deemed Investment, unless the Committee determines otherwise. All
notional acquisitions and dispositions of the Deemed Investment under a


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Participant's Account shall be deemed to occur at such times as the Committee
shall determine to be administratively feasible in its sole discretion and the
Participant's Account shall be adjusted accordingly. In addition, a
Participant's Account may be adjusted from time to time, in accordance with
procedures and practices established by the Committee, in its sole discretion,
to reflect any notional transactional costs and other fees and expenses relating
to the deemed investment, disposition or carrying of the Deemed Investment with
respect to such account.

         Section 5. Distributions.

                  5.1 In General.

                  (i) The distribution of the value of a Participant's Account
shall be made or commence to the Participant (or to his or her Beneficiary, as
the case may be) as soon as practicable after the first business day of the
calendar year after the end of the Deferral Period.

                  (ii) All distributions shall be made in cash.

                  (iii) If the Deferral Period ends (or was scheduled to end)
prior to the Participant's termination of employment, such distribution shall be
made in a lump sum. In all other cases, such distribution shall be made in
either a lump sum or in up to one hundred twenty (120) monthly installments, as
elected by the Participant. Such election must be made in writing on a form
provided by the Company for such purpose. Such election shall be subject to the
terms and conditions of the Plan and such rules as the Committee may establish
from time to time. Such election shall be irrevocable, provided that the
Committee may, in accordance with such rules as it may establish from time to
time, permit a Participant to change such election. If the Participant does not
make a timely election, such distribution shall be made in a lump sum. A
Participant's amended distribution election shall be void and the original
distribution election shall control if, within 13 months after submitting the
amended election, the Participant would have, but for the amended election,
become entitled to commence receiving distributions of his Annual Plan Account
under the original election.

                  (iv) If installment payments are elected, the amount of each
such installment shall be determined by dividing the value of the Participant's
Account as of the applicable date by the number of installment payments
remaining.

                  (v) A Participant shall not be deemed to have terminated
employment with the Company if he or she transfers employment to, and so long as
he or she remains an employee of, an Affiliate,

                  5.2 Hardship Distributions. Upon application by the
Participant and a finding by the Committee that a Participant has suffered an
Unforeseeable Financial Emergency, the Committee may distribute to the
Participant a cash lump sum that does not exceed the amount required to meet the
immediate financial need created by the Unforeseeable Financial Emergency and
that is not reasonably available from other sources of the Participant;
provided, however, that no such distribution may be made in excess of the value
of the Participant's Account at the applicable time.


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                  5.3 Death Benefit.

                  (i) A Participant's designated Beneficiary under the Plan
shall receive a death benefit, equal to the balance of the Participant's
Account, if the Participant dies before he or she has received a complete
distribution of such Account.

                  (ii) Payment of Death Benefit. The death benefit shall be
payable to the Beneficiary(ies) last designated on the applicable beneficiary
designation form in a lump sum payment as soon as practicable after the
Participant's death.

                  5.4 Committee Discretion. Not withstanding anything in the
Plan to the contrary, the Committee, in its discretion, may determine that any
distribution under Section 5 shall not be paid in a lump sum, but instead shall
be paid in installments over a period not to exceed one hundred twenty (120)
monthly installments.

                  5.5 Effect of Payment. The full payment of a Participant's
Account under the provisions of the Plan shall completely discharge all
obligations to the Participant and his or her designated Beneficiaries under the
Plan.

         Section 6. Administration.

                  6.1 In General. The Committee will have full and complete
authority, in its sole and absolute discretion, (i) to exercise all of the
powers granted to it under the Plan, (ii) to construe, interpret and implement
the Plan and any related document, (iii) to prescribe, amend and rescind rules
relating to the Plan, (iv) to make all determinations necessary or advisable in
administering the Plan, and (v) to correct any defect, supply any omission and
reconcile any inconsistency in the Plan.

                  6.2 Determinations. The actions and determinations of the
Committee or others to whom authority is delegated under the Plan on all matters
relating to the Plan will be final, conclusive and binding on all persons
(including Participants and their Beneficiaries). Such actions and
determinations need not be uniform.

                  6.3 Appointment of Experts. The Committee may appoint such
accountants, counsel, and other experts as it deems necessary or desirable in
connection with the Plan.

                  6.4 Delegation. The Committee may delegate to the Plan
Administrator or to other employees of the Company and to third parties the
authority to execute and deliver such instruments and documents and to do all
such things deemed necessary, advisable or convenient for the effective
administration of the Plan in accordance with its terms and purposes.

                  6.5 Books and Records. The Committee and others to whom duties
are delegated pursuant to the Plan shall keep a record of all their proceedings
and actions and shall maintain all such books of account, records and other data
as shall be necessary for the proper administration of the Plan.


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                  6.6 Payment of Expenses. The Company shall pay all reasonable
expenses of administering the Plan, including, but not limited to, the payment
of professional and expert fees.

                  6.7 Claims. Any person claiming an amount under the Plan,
requesting an interpretation or ruling under the Plan, or requesting information
under the Plan shall present the request in writing to the Committee, which
shall respond in writing within thirty (30) business days following receipt of
the request. If the claim or request is denied, the written notice of denial
shall state (i) the reasons for denial, (ii) a description of any additional
material or information required and an explanation of why it is necessary, and
(iii) an explanation of the Plan's claim review procedure. Any person whose
claim or request is denied may make a second request for review by notice given
in writing to the Committee. The claim or request shall be reviewed further by
the Committee and it may, but shall not be required to, grant the claimant a
hearing. A decision on such second request shall normally be made within fifteen
(15) business days after the date of the second request. If an extension of time
is required for a hearing or other special circumstances, the claimant shall be
notified and the time limit shall be thirty (30) business days from the date of
the second request. The decision shall be in writing and, shall be final,
conclusive and binding on all persons (including Participants and their
Beneficiaries).

                  6.8 Writings and Electronic Communications. All elections,
notices and other communication with respect to the Plan, including signatures
relating to such documentation, may be executed and stored on paper,
electronically or in another medium. Any documentation executed or stored
electronically shall comply with the Electronic Signatures Act.

                  6.9 Distribution in the Event of Taxation. If, for any reason,
all or any portion of a Participant's benefit under this Plan becomes taxable to
the Participant prior to receipt, a Participant may petition the Committee for a
distribution of that portion of his or her benefit that has become taxable. Upon
the grant of such a petition, which grant shall not be unreasonably withheld,
the Company shall distribute to the Participant immediately available funds in
an amount equal to the taxable portion of his or her benefit (which amount shall
not exceed the remaining balance of a Participant's Account). If the petition is
granted, the tax liability distribution shall be made as soon as practicable
after the Participant's petition is granted. Such a distribution shall affect
and reduce the benefits to be paid under this Plan.

         Section 7. Miscellaneous.

                  7.1 Nonassignability. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.


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                  7.2 Withholding Taxes.

(i) Annual Deferral Amounts. For each Plan Year for which a Participant has made
a deferral election, the Participant's employer shall withhold from that portion
of the Participant's compensation that is not being deferred, in a manner
determined by the employer, the Participant's share of FICA and other employment
taxes; provided, however, that the Committee may reduce the amount of the
Participant's deferral if necessary to comply with applicable withholding
requirements.

(ii) Distributions. The Participant's employer shall withhold from any payments
made to a Participant under this Plan or from such Participant's other
compensation all federal, state and local income, employment and other taxes
required to be withheld by the employer in connection with such payments, in
amounts and in a manner to be determined in the sole discretion of the employer.

                  7.3 Amendment or Termination of the Plan.

                  (i) The Plan (or any portion thereof) may be amended or
altered by the Board of Directors in any respect, provided that no such
amendment shall materially diminish the rights of a Participant (or Beneficiary,
as the case may be) without the Participant's (or Beneficiary's) consent. The
Committee may make such amendments to the Plan which are administrative,
technical or required by law.

                  (ii) The Board of Directors may terminate the Plan (or any
portion thereof) at any time and, anything in this Plan to the contrary
notwithstanding, distribute the value of each Participant's Account to the
Participant (or to his or her Beneficiary, as the case may be) in a cash lump
sum as soon as practicable after such termination.

                  7.4 Other Payments or Awards. Nothing contained in the Plan
shall be deemed in any way to limit or restrict the Company from adopting or
continuing in effect any compensation arrangements, or making any award or
payment to any person under any other plan, arrangement or understanding,
whether now existing or hereafter in effect.

                  7.5 Payments to Other Persons. If payments are required by
court order to be made to any person other than the person to whom any amount is
payable under the Plan, such payments will be made accordingly. Any such payment
will be a complete discharge of the liability of the Company and its Affiliates
under the Plan.

                  7.6 Unfunded Plan. Participants and Beneficiaries will have no
rights under the Plan other than as unsecured general creditors of the Company.
Nothing in this Plan will require the Company to purchase assets or place assets
in a trust or other entity or otherwise to segregate any assets for the purpose
of satisfying any obligations under the Plan, and no Participant or Beneficiary
shall have any secured interest in or claim on any assets of the Company. The
Company may nevertheless place assets in a trust pursuant to one or more trust
agreements between the Company and a trustee. The assets of any such trust shall
remain subject to the Company's general creditors, and no Participant or
Beneficiary shall have any secured interest in or claim on any such assets.


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                  7.7 Limits of Liability. Neither the Committee, Company nor
any other person participating in any determination of any question under the
Plan, or in the interpretation, administration or application of the Plan, will
have any liability to any party for any action taken or not taken in good faith
under the Plan.

                  7.8 Indemnification. The Company shall indemnify and hold
harmless the members of the Committee and any person(s) serving in the capacity
of Plan Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this Plan,
except in the case of willful misconduct.

                  7.9 No Right of Employment. Nothing in this Plan will be
construed as creating any contract of employment or conferring upon the
Participant any right to continue in the employ or other service of the Company
or limit in any way the right of the Company to change such Participant's other
compensation or other benefits or to terminate the employment or other service
of such Participant with or without cause.

                  7.10 Section Headings. The section headings contained herein
are for convenience only, and in the event of any conflict, the text of the
Plan, rather than the section headings, will control.

                  7.11 Invalidity. If any term or provision contained herein is
to any extent invalid or unenforceable, such term or provision will be reformed
so that it is valid, and such invalidity or unenforceability will not affect any
other provision or part hereof.

                  7.12 Applicable Law. The Plan will be governed by the laws of
the State of New York, as determined without regard to the conflict of law
principles thereof.

                  7.13 Effective Date. The Plan shall be effective as of August
__, 2002.

         Section 8. Change in Control.

                  (i) In the event of a Change in Control, the Plan shall be
deemed to have terminated as of such Change in Control unless the Company has,
no later than three days before such Change of Control, placed assets in an
irrevocable trust (or in a trust that became irrevocable upon such Change in
Control) pursuant to one or more trust agreements between the Company and a
trustee independent of the Company and its affiliates in an amount equal to not
less than [one hundred] percent ([100]%) of the aggregate value of all Accounts.
In the event of such a termination of the Plan, anything in the Plan to the
contrary notwithstanding, the value of each Participant's Account shall be
distributed to the Participant (or to his Beneficiary, as the case may be) in a
cash lump sum as soon as practicable after (but in no event later than five days
after) such termination.

                  (ii) In the event that the Plan shall not be deemed terminated
pursuant to Section 8(i), the Plan shall continue in full force and effect,
provided that,

         (a) anything in the Plan to the contrary notwithstanding, neither the
Committee nor the Board of Directors shall amend the Plan or take any other
action that would materially diminish the rights of a Participant (or
Beneficiary, as the case may be) without the Participant's


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(or Beneficiary's) consent, including but not limited to eliminating any Deemed
Investment offered at the time of the Change in Control without offering a
comparable Deemed Investment in place thereof, limiting distribution options or
reducing or failing to timely satisfy the ongoing funding obligations with
respect to any related trust in accordance with its terms; and

         (b) the Board of Directors may terminate the Plan in accordance with
Section 7.3(ii).


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