Exhibit 10.10
                                                                   -------------

                        Employment and Services Agreement
                        ---------------------------------


                     Duly made and executed in Haifa, Israel
                        as of the 2nd day of March, 2003


                                 by and between


                                  Attunity Ltd.
                              Company no. 520038019
                of Einstein Building, Tirat Carmel 39101, Israel
                            (Hereinafter "ATTUNITY")

                                                             OF THE FIRST PART
                                                             -----------------

                                       And

                                   Arie Gonen
                               I.D. NO. 00168950/4
                               2 Pinhas Lavon St.
                                  Haifa, Israel
                              (Hereinafter "GONEN")

                                                             OF THE SECOND PART
                                                             ------------------


WHEREAS        GONEN has acted as CEO and Chairman of the Board of ATTUNITY from
               October 1, 1987 until  November  22, 2000 and has acted as Active
               Chairman since November 22, 2000 until the date herein; and

WHEREAS        ATTUNITY is  searching  for a new CEO for the Company and desires
               to appoint  GONEN as  Interim  CEO until a CEO is  appointed  and
               GONEN  agrees to serve as Interim CEO of ATTUNITY  until a CEO is
               appointed; and

WHEREAS        ATTUNITY desires to continue the services of GONEN as Chairman of
               the Board of ATTUNITY,  and GONEN desires to serve as Chairman of
               the  Board of  Attunity  on the terms  and  conditions  set forth
               herein;


NOW,  THEREFORE,  in condition of the mutual  promises  and  undertaking  of the
parties, it is hereby agreed as follows:


<PAGE>




1.   DUTIES AND RESPONSIBILITIES
     ---------------------------

     1.1. Subject to the terms and  conditions of this Agreement (i) GONEN shall
          serve as Chairman of the Board of ATTUNITY,  and (ii) GONEN shall also
          serve as Interim  CEO of  ATTUNITY  until a new CEO is  appointed  for
          ATTUNITY.

     1.2. During the term of GONEN's employment, GONEN shall:

          1.2.1. Devote his full  working  time and best efforts to the business
               and  affairs  of  ATTUNITY  and  the  performance  of his  duties
               hereunder  (this Section 1.2.1 is not  applicable to the Services
               Period as described in section 7 herein); and

          1.2.2. Not engage in or be associated  with,  directly or  indirectly,
               any competitive business, duties or pursuits; and

          1.2.3. Not undertake or accept any other paid or unpaid  employment or
               occupation  or  engage  in or be  associated  with,  directly  or
               indirectly,  any  other  businesses,  duties or  pursuits  to the
               extent such activities will materially  interfere with his duties
               hereunder  (this Section 1.2.1 is not  applicable to the Services
               Period as described in section 7 herein).


2.   TERM AND TERMINATION
     --------------------

     2.1. This Agreement shall remain in effect until the end of the term of the
          Services  Period (as  defined in Section 7.2  below),  unless  earlier
          terminated in accordance with the terms and provisions of this Section
          2.

     2.2. ATTUNITY  shall have the right to terminate this Agreement at any time
          for  Justifiable  Cause (as  hereunder  defined) as  determined by the
          board of  directors of ATTUNITY,  by giving  GONEN  written  notice of
          termination  for  cause.  In  such  event,   this  Agreement  and  the
          employment  relationship shall be deemed  effectively  terminated upon
          the time of delivery of such notice.

          The term "Justifiable  Cause" shall mean (a) a serious breach of trust
          including but not limited to theft, embezzlement,  breach of fiduciary
          duty, prohibited disclosure to unauthorized person or entities of


<PAGE>


          confidential or proprietary information of or relating to ATTUNITY and
          the engaging by GONEN in any prohibited businesses  competitive to the
          business of ATTUNITY and its  subsidiaries,  affiliates  or associated
          companies,  or (b) any willful  failure to perform  competently any of
          GONEN's  fundamental  functions  or duties  hereunder  or other  cause
          justifying termination or dismissal under applicable law.

     2.3. During the period  following the  Termination  of Employment  Date (as
          defined in Section 7.2 below), GONEN shall cooperate with ATTUNITY and
          use  his  best  effort  to  assist  the  integration  into  ATTUNITY's
          organization  of  the  person  or  persons  who  will  assume  GONEN's
          responsibilities.


3.   COMPENSATION
     ------------

     3.1. Commencing  September 1, 2002 and until the  Termination of Employment
          Date (as  defined  in  Section 7 below),  ATTUNITY  shall pay GONEN as
          compensation  a monthly  gross  salary of ninety  thousand  90,000 New
          Israel Shekels  ("NIS")  payable until the 9th of the following  month
          (the "Gross  Salary").  The Gross  Salary  payable each month shall be
          linked to the Israeli  Consumer  Price Index  published by the Israeli
          Central Statistic Bureau. The base index will be the index of December
          2002. Such compensation  shall be comprehensive and all - inclusive in
          that it shall be deemed to include all overtime payments  according to
          the terms of the  Working  Hours and Rest Law 5711 - 1951 or any other
          similar law or provision which may apply.

     3.2. GONEN shall be entitled to the use of an automobile  owned by ATTUNITY
          ("Company  Car"),  the price of which  will not  exceed  seventy  five
          ($75,000) Thousand US Dollars.  ATTUNITY shall reimburse GONEN for all
          expenses  relating to the use and upkeep of such automobile.  ATTUNITY
          will  replace such Company Car at least every forty eight (48) months.
          Upon termination of this Agreement for any reason, GONEN will have the
          option to purchase  such  automobile  at its book value at the time of
          such  termination.  GONEN will keep the Company Car for six (6) months
          commencing  from  the  Termination  of  Employment  Date as set for in
          Section 7 herein.

     3.3. GONEN shall be entitled to full  reimbursement  for his home telephone
          expenses, including calls made abroad.


<PAGE>




     3.4. GONEN shall be entitled to a refund for  all-reasonable  entertainment
          and living expenses both in Israel and abroad,  upon the furnishing of
          receipts, relating to his employment with ATTUNITY.

     3.5. ATTUNITY  and GONEN  shall  obtain  and  maintain  Managers  Insurance
          (Bituach Menahalim) in the customary form for the exclusive benefit of
          GONEN.  ATTUNITY  shall pay an amount  equal to 13.33% of each monthly
          Gross Salary payment  towards the premiums  payable in respect of such
          insurance.  GONEN  shall pay, by  deduction  from  salary,  5% of each
          monthly Gross Salary and ATTUNITY shall pay an additional amount equal
          to 2.5% of each monthly Gross Salary for insurance against disability.
          It  is  hereby  agreed  that  GONEN's  benefits  under  the  foregoing
          insurance  shall come in lieu of,  and as full and final  substitution
          for  severance  pay to which GONEN may  otherwise  be  entitled  under
          applicable law.

          When GONEN's  employment is terminated for  whatsoever  reason (except
          for Justifiable  Cause) GONEN will be entitled to a severance  payment
          that is calculated at two times his last Gross Salary (as described in
          Section 3.1)  multiplied by the number of years since October 1, 1987,
          less the amount accumulated in the severance  component of the Manager
          Insurance   specified  above  and  GONEN's  Managers   Insurance  will
          transferred to GONEN.

     3.6. GONEN shall be entitled to "Keren  Hishtalmut"  as  customary  for all
          ATTUNITY employees.

     3.7. GONEN shall be  entitled  to paid annual  vacation of twenty five (25)
          working days, based on five (5) working days week, with respect to and
          during each twelve (12) month period of his employment hereunder. Such
          vacation,  in respect to any year, may be carried forward.  GONEN will
          be entitled  to be paid for  unutilized  accrued  vacation on a yearly
          basis.  However,  Gonen  agrees to waive his  accrued  vacation  until
          December 31, 2002.

     3.8. In the event that GONEN  shall be  required  by ATTUNITY to spend time
          abroad, he shall be entitled to a special grant equal to the amount of
          days he has spent  outside  Israel  multiplied  by a daily rate of one
          hundred  and  thirty  four  US  Dollars  ($134),  in  addition  to the
          reimbursement of his expenses as specified in 3.4 above.


<PAGE>



     3.9. GONEN  shall  be  entitled  to a bonus  according  to the  Bonus  Plan
          attached hereto as Schedule 1. In addition, commencing 2002, the Board
          of Directors will be entitled to award GONEN with additional  bonuses,
          which shall not exceed One Hundred Thousand US Dollars  ($100,000) per
          calendar year.

     3.10.Upon  signing  this  Agreement  GONEN  will be  granted  four  hundred
          thousand (400,000) options at a share price of $1.75 to be vested over
          three equal annual  installments  starting  September 1, 2002.  In the
          event that GONEN'S  employment is terminated  (except for  Justifiable
          Cause) all options shall vest upon the Termination Date. GONEN will be
          entitled to exercise these options until December 31, 2008.

     3.11.GONEN agrees and accepts that in January 2002 the Company  implemented
          a twenty  percent (20%)  temporary  salary  reduction plan for all its
          employees and as long as this  reduction plan for all employees is not
          changed  GONEN's Gross Salary will be reduced by twenty percent (20%).
          This  reduction  will not apply to  Section  3.5  regarding  which the
          salary mentioned in Section 3.1.1 shall prevail.


4.   PROPRIETARY INFORMATION
     -----------------------

     4.1. GONEN  acknowledges  and  agrees  that  ATTUNITY  possesses  and  will
          continue  to  possess  and  acquire  information,  trade  secrets  and
          technology  that has been created,  discovered  or  developed,  or has
          otherwise  become known to ATTUNITY in the field of computer  software
          and services, including without limitation, information and technology
          that has been  assigned  or  otherwise  conveyed  to  ATTUNITY,  which
          information has commercial  value in the business in which ATTUNITY is
          engaged.  Such  information,  whether  documentary,  written  oral  or
          computer  generated,  shall  be  deemed  to  be  and  referred  to  as
          "Proprietary Information",  which includes but is not limited to trade
          marks,  trade  secrets,  copyrights,  processes,  formulas,  data  and
          know-how, improvements,  inventions,  techniques, products, forecasts,
          third party products and know-how and customer lists.

     4.2. Proprietary  Information  shall  be  deemed  to  include  any  and all
          proprietary  information  disclosed  by or on behalf of  ATTUNITY  and
          irrespective of form but excluding  information  that (a) was known to
          GONEN prior to his  association  with ATTUNITY and can be so proven by
          GONEN; (b) shall have become a part of the


<PAGE>


          public  knowledge  except as a result of breach of this  Agreement  by
          GONEN; (c) shall have been received by GONEN from a third party having
          no  obligation  towards  ATTUNITY;  (d)  reflects  general  skills and
          experience  gained  during  GONEN's  employment  by  ATTUNITY;  or (e)
          reflects information and data generally known within the industries or
          trades in which ATTUNITY competes.

     4.3. GONEN agrees and declares that all  Proprietary  Information,  patents
          and other rights in connection therewith shall be the sole property of
          ATTUNITY and it's assigns. At all times, both during his employment by
          ATTUNITY and after its termination, GONEN will not use or disclose any
          Proprietary  Information  or  anything  relating  thereto  without the
          written consent of ATTUNITY except as may be necessary in the ordinary
          course of performing his duties hereunder.

     4.4. Should,  for any  reason,  any one or more of the terms  contained  in
          Sub-Paragraphs  4.1.  4.2.  And  4.3 of this  Section  4 be held to be
          excessively  broad with regard to time,  geographic scope or activity,
          that term shall be  construed  in a manner to enable it to be enforced
          to the extant compatible with applicable law.

     4.5. GONEN's  undertakings  in this  Paragraph 4 shall remain in full force
          and effect for two (2) years after termination of this Agreement.


5.   NON-COMPETITION
     ---------------

     GONEN  agrees  and  undertakes  that he will not,  during  the term of this
     Agreement  (including  the  Service  Period)  and for a period  of one year
     thereafter:

     5.1. Directly or  indirectly,  as owner,  partner,  joint  venturer,  stock
          holder,  employee,   broker,  agent,  principal,   trustee,  corporate
          officer,  director,  licensor,  licensee  or any  capacity  whatsoever
          engage in, become  financially  interested in, be employed by, or have
          any  connection  with in Israel or any other  country any  business or
          venture  worldwide that is engaged in any activities  involving either
          (a) products or services  similar to the actual products then produced
          by ATTUNITY or its  subsidiaries  or  affiliates,  or (b)  information
          processes,   technology   or  equipment  in  which   ATTUNITY  or  its
          subsidiaries or affiliates then has a proprietary interest;  provided,
          however that GONEN may own any securities of any corporation  which is
          engaged in such business and is and is publicly-owned and trade but in
          any amount not


<PAGE>


          to exceed at any one time ten  percent  (10%) of any class of stock or
          securities  of such  company,  so long as he has no active role in the
          publicly-owned  and  traded  company as traded  company  as  director,
          employee, consultant or otherwise.

     5.2. Employ (other that through  ATTUNITY or its  subsidiaries)  any person
          employed by ATTUNITY  during the  previous  twelve (12) months for any
          purpose or in any place in any  business in which he is deemed to be a
          control  person as defined  under any  Israeli or U.S.  securities  or
          banking laws or regulations.

     5.3. Should,  for any  reason,  any one or more of the terms  contained  in
          Sub-Paragraphs 5.1 and 5.2 of this Section 5 be held to be excessively
          broad regard to time, geographic scope or activity, that term shall be
          construed  in a manner  to  enable  it to be  enforced  to the  extent
          compatible with applicable law.


6.   NO RESTRICTION ON EMPLOYMENT
     ----------------------------

     GONEN  represents  and  warrants  that on the date  hereof he is free to be
     employed by ATTUNITY  upon the terms  contained in this  Agreement and that
     there are no  employment  contracts,  consulting  contracts or  restrictive
     covenants preventing full performance of his duties hereunder.


7.   TERMINATION OF GONEN's EMPLOYMENT AND THE SERVICES PERIOD
     ---------------------------------------------------------

     7.1. When a new CEO is appointed upon the Board's decision, GONEN will stop
          serving as Interim CEO of ATTUNITY.

     7.2. After a new CEO is  appointed,  ATTUNITY  shall  have  the  option  to
          continue  GONEN's  employment  up to twelve  (12)  months  after  such
          appointment  and GONEN will have such title,  authority  and duties as
          determined  by the Board.  ATTUNITY  shall give GONEN thirty (30) days
          notice  of  the  termination  of his  employment  with  ATTUNITY  (the
          "Termination of Employment Date"). After the Termination of Employment
          Date,  GONEN shall not be  entitled to the Gross  Salary and the other
          benefits  specified in Section 3 above (except as expressly  specified
          in  Section  3.2 and  according  to  Sections  3.9 and  3.10)  and the
          following provisions will instead apply:

          7.2.1. For a period  of  thirty  six  (36)  months  commencing  on the
               Termination of Employment Date


<PAGE>


               (the "Services Period"),  GONEN undertakes to provide up to fifty
               four (54) hours of consulting  services per month to ATTUNITY and
               not more than One thousand  nine hundred forty four (1,944) hours
               on an accumulative  basis. The Board of ATTUNITY will exclusively
               determine  GONEN's  duties and title during the Services  Period.
               GONEN will be entitled to all the payments under this Section 7.2
               herein regardless of whether ATTUNITY utilizes GONEN's services.

               GONEN  recognizes  that from time to time the Board might require
               from GONEN to provide  more than fifty four (54) hours per month.
               In such  events  GONEN will make his best  effort to comply  with
               such requests,  however, GONEN's accumulative commitment will not
               exceed one thousand nine hundred forty four (1,944) hours for the
               Services Period.

          7.2.2. In the event that GONEN will be  required by ATTUNITY to travel
               abroad, a full day will be calculated at eight (8) hours and will
               include  GONEN's  flying time.  In such an event,  GONEN shall be
               entitled to a payment  that is equal to the amount of days he has
               spent  outside  Israel  multiplied by a daily rate of one hundred
               thirty four US Dollars ($134),  in addition to the  reimbursement
               of his reasonable expenses, in accordance with ATTUNITY'S expense
               reimbursement policy.

          7.2.3. In  consideration  for  GONEN's  availability  to  provide  the
               Consulting  Services during the Services  Period,  ATTUNITY shall
               pay GONEN thirty six (36) monthly  payments of thirteen  thousand
               five hundred US Dollars ($13,500) plus VAT (the  "Payments"),  to
               be paid by the 25th of each month.  GONEN will  furnish  ATTUNITY
               with an invoice for each month by the 30th of the month. Payments
               will   be  made  in  NIS  in   accordance   with  a  last   known
               representative exchange rate published by the Bank of Israel.

               These  monthly  payments  will  not be  changed  as  long  as the
               accumulative  commitment  specified  in  section  7.2.1  will not
               exceed one thousand nine hundred forty four (1,944) hours for the
               Services Period.

     7.3  The parties  acknowledge that during the Services  Period,  there will
          not be any employer - employee


<PAGE>


          relationship between ATTUNITY and GONEN and GONEN will be acting as an
          independent contractor.


8.   GENERAL PROVISIONS
     ------------------

     8.1. This  Agreement  shall not be amended,  modified or varied by any oral
          agreement or representation or otherwise than by a written  instrument
          executed by both parties or by their duly authorized representative.

     8.2. No failure,  delay or  forbearance  of either party in exercising  any
          power or right  hereunder  shall in any way restrict or diminish  such
          party's rights and powers under this Agreement, or operate as a waiver
          of any of the terms or conditions hereof.

     8.3. If any term or provision of this Agreement shall be declared  invalid,
          illegal,  or  unenforceable,  to the extent that a court shall deem it
          reasonable  to  enforce  such  term or  provision  and if such term or
          provision shall be unreasonable to enforce to any extent, such term or
          provision  shall be severed  and all  remaining  terms and  provisions
          shall be unaffected and shall continue in full force and effect.

     8.4. The terms and  conditions  of this  Agreement  supersede  those of all
          previous agreements and arrangements, either written or oral, relating
          to the subject  hereof,  including the  Employment  Agreement  between
          ATTUNITY and GONEN dated  January 1, 1996 and  including the Agreement
          dated September 1, 2002.

     8.5. This  Agreement  is  personal  to GONEN and GONEN  shall not assign or
          delegate his rights or duties to a third  party,  whether by contract,
          will or operation of law,  without  ATTUNITY's  prior written consent,
          except moneys and compensation rights that may be passed to his heirs.

     8.6. This Agreement shall inure to the benefit of ATTUNITY's successors and
          assigns.

     8.7. Each  notice  and/or  demand  given  by one  party  pursuant  to  this
          Agreement  shall be given in writing  and shall be sent by  registered
          mail to the other  party at the  address  appearing  in the caption of
          this  Agreement or by facsimile and such notice and/or demand shall be
          deemed given at the  expiration of twelve (12) hours after dispatch by
          facsimile,  three (3) days from the date of mailing by registered mail
          or immediately if


<PAGE>


          delivered by hand.  Such address  shall be effective  unless notice of
          change in address is provided by registered mail to the other party.

     8.8. Any dispute  arising out of or in connection with this Agreement will,
          in the  failure of the  parties  to reach an  amicable  agreement,  be
          finally  settled by a single  arbitrator  appointed in accordance with
          the  agreement  of the  parties.  In the absence of  agreement  within
          twenty  one (21) days from the  written  request  of one party for the
          appointment  of  an  arbitrator,  the  chairman  of  the  Israeli  Bar
          Association shall appoint an arbitrator.

          The  arbitrator   shall  be  a  lawyer   knowledgeable   in  the  laws
          appertaining to computers and software.  The arbitrator shall be bound
          in his  deliberations  by the substantive  laws of the State of Israel
          and shall provide the parties with written reasons for his decision.

     8.9  This  Agreement  is subject to the  required  corporate  approvals  of
          Attunity.



IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first above written.



Attunity Ltd.                                                    Arie Gonen



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



<PAGE>


                             SCHEDULE 1 - BONUS PLAN
                             -----------------------

During  the  term  of the  Agreement  GONEN  will  be  responsible  for  signing
agreements  with  International  Distributors,  raising  funds  and  merger  and
acquisitions  initiatives for ATTUNITY.  GONEN will receive a bonus according to
the following:


     1.   Commencing January 1, 2003 and until December 31, 2007,  ATTUNITY will
          pay GONEN nine percent (9%) of all licenses and  maintenance  revenues
          received by ATTUNITY from International Distributors,  which the Board
          assigned GONEN to appoint  (including the  International  Distributors
          were appointed during 2002). This bonus will be paid within sixty (60)
          days of the  receipt  of  payments  from  the  Internal  Distributors.
          However,  this  yearly  bonus  will not  exceed  the lower of (i) five
          percent  (5%)  of  the  yearly  net  profit  excluding  impairment  of
          intangible Assets of ATTUNITY and (ii) one hundred thousand US Dollars
          ($100,000) per year.

     2.   GONEN will also receive an  additional  bonus that is equal to sixteen
          percent (16%) of revenues received from Oracle (Transparent  Gateways)
          for the year  starting  March  2003,  and a bonus that is equal to six
          percent (6%) of revenues received from Oracle (Transparent Gateway) in
          2004.  These  bonuses  will be paid within  fourteen  (14) days of the
          receipt of payments from Oracle.

     3.   In the event that GONEN will be  assigned  by the Board to raise funds
          for  ATTUNITY,  GONEN will be entitled to  three-year  warrants at the
          closing price of fund raising deal for up to seven percent (7%) of the
          amount of shares that were issued in the fund raising deal,  the exact
          percentage to be determined by the Board of ATTUNITY. To remove doubt,
          this provision will only apply to investors  introduced to ATTUNITY by
          GONEN.

     4.   In the event  that GONEN  will be  assigned  by the Board to manage an
          acquisition transaction, GONEN will be entitled to a fee that is of up
          to seven percent (7%) of the proceeds of such  transaction,  the exact
          percentage to be determined by the Board of ATTUNITY.