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                                                                  EXHIBIT 10.13


                  WORLDWIDE INTERCOMPANY MANAGEMENT SERVICES
                        AND TECHNICAL SUPPORT AGREEMENT


  THIS WORLDWIDE INTERCOMPANY MANAGEMENT SERVICES AGREEMENT (the "Agreement") is
entered into as of the first day of August 22, 1996, by and between Top Tier
Israel (1992) Ltd., a corporation duly organized and existing under the laws of
Israel, with its principal office located at 4 Hacharashet Street, P.O. Box
2658, 3rd Floor, Ra'anana, Israel 43657 (hereinafter called "TTI"), and TopTier
Software, Inc., a corporation duly organized and existing under the laws of
Delaware, with its principal office located at 6203 San Ignatio Avenue, Suite
101 San Jose, California (hereinafter called "TopTier").

      WHEREAS TTI is a software engineering company with expertise in developing
complex data navigation and acquisition software; and

      WHEREAS TopTier is a distribution company with expertise in marketing,
sales, strategic planning and management, both within and without the United
States; and

      WHEREAS TTI desires to focus on its core engineering competencies; and

      WHEREAS TopTier desires to provide management services to TTI in
connection with TopTier's activities as a distributor of TTI software;

  NOW THEREFORE, IN CONSIDERATION of the mutual covenants and agreements herein
contained, the parties hereto hereby agree as follows:

  (1) TopTier shall establish and maintain throughout the period this Agreement
      is effective, an office in California, which office shall be registered
      and operated in accordance with the laws and administrative regulations of
      California and of the U.S., and shall be comprised of such facilities and
      personnel as TTI from time to time may reasonably request (hereinafter
      called the "U.S. Office").

  (2) Throughout the period this Agreement is effective, TopTier shall cause the
      U.S. office to, and the U.S. office shall:

      (a) Keep TTI advised and informed regarding all matters worldwide which
          may be of reasonable interest or concern to TTI in connection with the
          carrying on of its business;

      (b) Perform such services as may reasonably be necessary, in the opinion
          of TTI, to maintain and promote the goodwill of TTI worldwide;

      (c) Investigate any new developments regarding the use worldwide of
          products which from time to time are manufactured or sold or are
          susceptible of being manufactured or sold by TTI;
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      (d) Gather and provide to TTI information, including financial
          information, concerning prospective customers of TTI worldwide, and
          market conditions generally;

      (e) Assist TTI in managing and developing  the marketing and distribution
          of TTI products, including but not limited to: product marketing
          research and planning, marketing campaign planning and execution,
          planning and execution of advertising, informational and promotional
          activities, recruitment and management of marketing partners;

      (f) Assist TTI in developing and implementing the strategic plan of TTI;

      (g) Provide TTI with such legal, accounting, financial, human resources
          and other managerial services as TTI may from time to time reasonably
          request;

      (h) Provide TTI with such reports concerning the above matters as may from
          time to time be reasonably required by TTI;

      (i) Assist TTI with technical support and maintenance services related to
          maintenance services provided by TopTier. "Services" shall mean and
          include: (a) providing comprehensive advice, information and other
          technical support regarding the specifications, capabilities,
          performance, operations, application, installation and maintenance of
          the Products ("Technical Assistance"); (b) engaging in customer
          liaison and marketing support activities with respect to the Products;
          and (c) providing other support services reasonably requested by TTI.
          "Service/Maintenance Contract/Agreement" shall mean the written
          contract, purchase order or agreement pursuant to which a Customer
          contracts for the service and/or maintenance of the Products over a
          specified period of time.

      (j) Without limiting the generality of the foregoing, act on behalf of TTI
          in a liaison capacity and perform administrative and technical support
          and such other reasonable services worldwide as requested by TTI from
          time to time in connections with such projects, investigations and
          other business matters as may be designated by TTI from time to time;

  (3) TopTier shall not have any power or authority whatsoever to negotiate or
      conclude sales agreements or to sell products or services on behalf of
      TTI, but shall forthwith refer to TTI all inquires which TopTier may from
      time to time receive regarding the purchase of any services of TTI; and
      TopTier shall not have any power or authority whatsoever to negotiate,
      conclude or accept any contracts or agreements of any kind whatsoever on
      behalf of TTI, or in any other way legally bind or obligate TTI in any way
      whatsoever.  Accordingly, in the performance of the services to be
      rendered hereunder, TopTier at all times shall act as a principal and an
      independent contractor and not in any respect as an agent, attorney,
      employee or representative of TTI; and TopTier at all times shall refrain
      from declaring or representing to any third party that TopTier is in any
      respect an agent, attorney, employee or representative of TTI. TopTier and
      TTI also acknowledge and agree that nothing in this Agreement shall be

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      construed to create a partnership, joint venture, or any other
      relationship between the parties which would entitle either party to
      receive a share of the other party's earnings or profits.

  (4) Unless otherwise agreed to by TopTier, throughout the period this
      Agreement is effective, TTI shall, and TTI shall cause the U.S. Office to,
      and the U.S. Office shall, refrain from performing any services of the
      kind described in Paragraph (2) hereof for any other supplier of products
      or services which may from time to time be competitive with the products
      or services of TopTier.

  (5) In consideration for the services to be performed by TopTier pursuant to
      this Agreement, TTI shall pay to TopTier, throughout the period this
      Agreement is effective, in the manner provided for in Paragraph (6)
      hereof, a monthly service fee calculated on the following basis:

      (a) An amount equal to all costs and expenses of TopTier, including,
          without limitation, overhead costs and expenses and the salaries,
          wages and employee benefit payments paid in respect of the manager and
          other employees of TopTier, reasonably and properly incurred by
          TopTier in the performance of the services to be provided by it
          hereunder (and TopTier will convert all costs and expenses incurred
          and paid in local currency into U.S. dollars by using the exchange
          rate prevailing at the end of each calendar month and as reported as
          the New York trading rates in the Wall Street Journal); plus

      (b) An amount by way of profit which shall be such amount as may from time
          to time be mutually agreed upon by TopTier and TTI and which, until
          otherwise so agreed upon, shall be an amount equal to five percent of
          the amounts to be paid to TopTier by TopTier pursuant to Paragraph
          (5)(a) hereof.

  (6) (a) At the end of each calendar month throughout the period this Agreement
          is effective, TopTier shall cause to be prepared, in form reasonably
          satisfactory to TTI, and send to TTI a statement setting forth (i) an
          itemization of the costs and expenses referred to in Paragraph (5)(a)
          hereof which were actually incurred by TopTier during the calendar
          month so ending, and (ii) the amount of the monthly service fee due
          TopTier, calculated with respect to such calendar month as provided in
          Paragraph (5) hereof.

      (b) TTI shall pay to TopTier, within thirty days after receipt by TTI of
          such statement, the amount of the monthly service fee payable to
          TopTier with respect to the calendar month covered by such statement.

      (c) All payments to be made hereunder by TTI to TopTier shall be remitted
          by TTI to the headquarters office of TopTier, provided, however, that
          if TopTier requests TTI to remit any of such payments or any portion
          thereof directly to another office of TopTier, TTI shall comply with
          such requests to the extent practicable under Israel's foreign
          exchange regulations then applicable.

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       (d) TopTier shall at all times cause proper records and books of account
           to be kept with respect to the costs and expenses referred to in
           Paragraph (5)(a) hereof, and such records and books of account shall
           be available to TTI for review at such times as TTI may reasonably
           request during the period this Agreement is effective. TopTier agrees
           to keep all information disclosed by such review confidential and
           shall disclose that information only to those employees of TopTier
           who have a need to know.

  (7)  TopTier shall cause all necessary and proper action to be taken in order
       to obtain all governmental approvals and licenses from the Israel foreign
       exchange, tax and other governmental authorities which may be required in
       order for TopTier to perform the services to be performed by them
       hereunder and to receive the service fee from TTI provided for in
       Paragraph (5) hereof.

  (8)  TopTier shall cause to be paid all taxes and other duties or assessments
       which may be levied by any governmental authority with respect to the
       services to be performed by TopTier pursuant to this Agreement and/or on
       the service fees accruing and payable to TopTier pursuant to this
       Agreement.

  (9)  This Agreement shall become effective as of the date first above written,
       and shall thereafter continue to be and remain effective until terminated
       as provided in Paragraph (10) hereof.

  (10) This Agreement may be terminated by either of the parties hereto by
       giving written notice to the other party of such termination not less
       than thirty days prior to the date on which such termination is to become
       effective; provided, however, that this Agreement shall be automatically
       terminated in the event that either party (a) becomes subject or party to
       proceedings in bankruptcy, winding-up or liquidation or to litigation
       which may lead to bankruptcy, winding-up or liquidation, (b) makes an
       assignment for the benefit of its creditors, or (c) contravenes any one
       or more of the provisions hereof.

       In addition, TTI may elect to terminate this agreement immediately, upon
       written notice to TopTier if TopTier engages in activities which, in the
       opinion of TTI, are detrimental to the interests of TTI.

  (11) Neither this Agreement nor any of the respective rights or obligations of
       the parties hereto shall be assignable in whole or in part without the
       consent in writing of the other party hereto, and such consent may be
       withheld wholly within the discretion of such other party.

  (12) This Agreement shall be governed by and interpreted and construed in
       accordance with the laws of the State of California of the United States
       of America.

  (13) Any controversy or claim arising out of or relating to this Agreement or
       the breach thereof, shall be decided solely by arbitration in accordance
       with the Commercial Rules of the American Arbitration Association then in
       effect. The site of the

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       arbitration shall be San Francisco, California. The initiating party
       shall indicate whether one or three arbitrators shall be used.
       Arbitrators shall be selected from the panels maintained by the American
       Arbitration Association ("AAA") as provided by the rules of the AAA.
       Judgment upon the award rendered may be entered in any court having
       jurisdiction thereof.

  (14) This Agreement, including any attachments, constitutes the final
       expression of the understanding and agreement between the parties with
       respect to the subject matter hereof, is intended as a complete and
       exclusive statement of the terms of the parties' agreement, supersedes
       and cancels all previous agreements and understandings, either oral or in
       writing, between the parties to this Agreement, and is not subject to or
       entered into on the basis of any oral or written terms or representations
       other than those contained herein. Any modification or amendment of the
       terms and conditions of this Agreement will only be binding upon the
       parties if contained in writing and signed by or on behalf of both
       parties.



  IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the
date first above written.


                                     TopTier Software, Inc.

                                     /s/ Shai Agassi
                                     ______________________


                                     Top Tier Israel


                                     /s/ R. Agassi
                                     ______________________


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