Exhibit 10.1

2003







NICHOLAS DISCOMBE







WITNESS SYSTEMS INC.







| |  |                   |  | 
| |  | ----------------- |  | 
| |  | SERVICE AGREEMENT |  | 
| |  |                   |  | 

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CONTENTS

|CLAUSE |  | PAGE                                                    
|------ |  | --------------------------------------------------------
|1.     |  | DEFINITIONS                                             
|2.     |  | TERM AND JOB DESCRIPTION                                
|3.     |  | DUTIES                                                  
|4.     |  | SALARY                                                  
|5.     |  | BONUS                                                   
|6.     |  | RETENTION BONUS                                         
|7.     |  | SHARE OPTIONS                                           
|8.     |  | EXPENSES                                                
|9.     |  | COMPANY CAR                                             
|10.    |  | INSURANCE                                               
|11.    |  | HOLIDAY                                                 
|12.    |  | SICKNESS AND OTHER INCAPACITY                           
|13.    |  | OTHER INTERESTS                                         
|14.    |  | SHARE DEALING AND OTHER CODES OF CONDUCT                
|15.    |  | INTELLECTUAL PROPERTY                                   
|16.    |  | DISCIPLINARY AND GRIEVANCE PROCEDURES                   
|17.    |  | TERMINATION                                             
|18.    |  | SUSPENSION                                              
|19.    |  | RESTRAINT ON ACTIVITIES OF EXECUTIVE AND CONFIDENTIALITY
|20.    |  | POST-TERMINATION COVENANTS                              
|21.    |  | CHANGE OF CONTROL                                       
|22.    |  | DATA PROTECTION                                         
|23.    |  | EMAIL AND INTERNET USE                                  
|24.    |  | CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999            
|25.    |  | MISCELLANEOUS                                           

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THIS AGREEMENTis made on June 29, 2003BETWEEN

IT IS AGREEDas follows:

1.DEFINITIONS

In this Agreement the following expressions have the following meanings:

Acquisitionmeans the Company acquiring more than 75% of the voting rights of Eyretel Plc and the offer by the Company becoming or being
declared wholly unconditional in all respects;

Boardmeans the board of directors of the Company or a duly constituted committee of the board of directors;

Chief Executive Officermeans the Chief Executive Officer of the Company or his replacement from time to time;

Compensation Committeemeans the committee of directors of the Board designated to set the remuneration of the executive officers of the
Company;

Effective Datemeans 1 April 2003;

Employmentmeans the Executive's employment in accordance with the terms and conditions of this Agreement;

Good Reasonmeans: (i) any reduction in the Executive's basic salary; or (ii) a material reduction in the Executive's job
function, duties or responsibilities or a change in the Executive's reporting relationship such that he is required to report to someone other than the most senior executive officer of the Company; or
(iii) any material breach by the Company of any of the terms of this Agreement;

Group Companymeans the Company, any holding company and any subsidiary of the Company or any holding company (as defined in the Companies
Act 1985); and

Recognised Investment Exchangehas the meaning given to it by section 285 of the Financial Services and Markets Act 2000.

2.TERM AND JOB DESCRIPTION



3.DUTIES



2

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4.SALARY



5.BONUS



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6.RETENTION BONUS



7.SHARE OPTIONS



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8.EXPENSES

The Executive shall be reimbursed the amount of reasonable travelling, hotel, entertainment and other expenses properly and necessarily incurred by the Executive
in the course of his Employment subject to production of receipts or other appropriate evidence of payment. The Executive shall be entitled to business class air travel for intercontinental flights or
any other flight of over six hours taken for business purposes.

9.COMPANY CAR

The Executive will receive a car allowance of £1,500 per month (less any required deductions), which will be paid monthly in arrears with the
Executive's salary.

10.INSURANCE

The Company will, on terms not materially less favourable than when the Executive was the Chief Executive Officer of Eyretel plc:



11.HOLIDAY



12.SICKNESS AND OTHER INCAPACITY



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13.OTHER INTERESTS



14.SHARE DEALING AND OTHER CODES OF CONDUCT

The Executive will comply with all codes of conduct adopted from time to time by the Board and with all applicable rules and regulations of the UK Listing
Authority, NASDAQ and any other relevant regulatory bodies, including the Model Code on dealings in securities.

15.INTELLECTUAL PROPERTY



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16.DISCIPLINARY AND GRIEVANCE PROCEDURES



17.TERMINATION



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18.SUSPENSION



19.RESTRAINT ON ACTIVITIES OF EXECUTIVE AND CONFIDENTIALITY

Save insofar as such information is already in the public domain the Executive will keep secret and will not at any time (whether during the Employment or
thereafter) use for his own or another's advantage, or reveal to any person, firm, company or organisation and shall use his best endeavours to prevent the publication or disclosure of any information
which the Executive knows or ought reasonably to have known to be confidential, (including, without limitation, any confidential know-how, trade secrets, customer lists, details of client
of consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marking plans or strategies, product
development techniques or plans, computer software programs (including object code and source code) data, and documentation, data base technologies, systems, structures and architectures, inventions
and ideas, past, current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel
acquisition plans; concerning the business, technical products or affairs of the Company or any other Group Company or any of its or their customers.

The
restrictions in this clause shall not apply:



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20.POST-TERMINATION COVENANTS



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21.CHANGE OF CONTROL



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22.DATA PROTECTION



23.EMAIL AND INTERNET USE



24.CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999



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25.MISCELLANEOUS



SIGNEDas aDEEDand

)DELIVEREDby the

)EXECUTIVEin the presence of:

)Name:

)

/s/NICK DISCOMBE)

Nick DiscombeOccupation:

)

President and Chief Operating Officer)

Witness Systems, Inc.Address:

)SIGNEDfor and on behalf of

)

/s/DAVID B. GOULDWITNESS SYSTEMS INC.

)

David B. GouldChairman of the Board and
Chief Executive Officer
Witness Systems, Inc.


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