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                                                                    EXHIBIT 10.3

                            BACKWEB TECHNOLOGIES LTD.

                                OPTION AGREEMENT

                    MADE AS OF THE _____DAY OF _______, 200_

BETWEEN:                BACKWEB TECHNOLOGIES LTD.

                        A company incorporated in Israel

                        (the "COMPANY")

                                                                 ON THE ONE PART

AND:                    Name __________________

                        I.D. No._______________

                        Address:_______________

                        (the "GRANTEE")

                                                               ON THE OTHER PART

WHEREAS           The Company has duly adopted the Israeli 1996 Employee Option
                  Plan and Appendix A thereto (together, the "ISOP"); a copy of
                  which is attached as EXHIBIT A hereto, forming an integral
                  part hereof; and -

WHEREAS           Pursuant to the ISOP, the Company has decided to grant Options
                  to purchase Ordinary Shares, NIS 0.03 nominal value each, of
                  the Company to the Grantee, and the Grantee has agreed to such
                  grant, subject to all the terms and conditions as set forth in
                  the ISOP and as provided in this option agreement (this
                  "OPTION AGREEMENT");

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NOW, THEREFORE, it is agreed as follows:

1.       PREAMBLE AND DEFINITIONS

         1.1      The preamble to this Option Agreement constitutes an integral
                  part hereof.

         1.2      Unless otherwise defined herein, capitalized terms used herein
                  shall have the meaning ascribed to them in the ISOP.

2.       GRANT OF OPTIONS

         2.1      The Company hereby grants to the Grantee the number of Options
                  as set forth in the Notice of Option Grant, attached as
                  EXHIBIT B hereto, forming an integral part hereof. Each Option
                  shall be exercisable for one Option Share, upon payment of the
                  Exercise Price as set forth in EXHIBIT B, subject to the terms
                  and the conditions as set forth in the ISOP and as provided
                  herein.

         2.2      The Grantee is aware that the Company intends in the future to
                  issue additional shares and to grant additional options to
                  various entities and individuals, as the Company in its sole
                  discretion shall determine.

3.       PERIOD OF OPTION AND CONDITIONS OF EXERCISE

         3.1      The terms of this Option Agreement shall commence on the
                  Determining Date and terminate at the expiration date set
                  forth in EXHIBIT B, or at the time at which the Option expires
                  pursuant to the terms of the ISOP or pursuant to this Option
                  Agreement.

         3.2      Options may be exercised only to purchase whole Option Shares,
                  and in no case may a fraction of an Option Share be purchased.
                  If any fractional Option Share would be deliverable upon
                  exercise, such fraction shall be rounded up one-half or less,
                  or otherwise rounded down, to the nearest whole number.

4.       VESTING; PERIOD OF EXERCISE

         Subject to the provisions of the ISOP, Options shall vest and become
         exercisable according to the vesting dates set forth in EXHIBIT B
         hereto, provided that the Grantee is an Employee of, or providing
         services to, the Company and/or its Affiliates on the applicable
         vesting date.

         All unexercised Options granted to the Grantee shall terminate and
         shall no longer be exercisable on the expiration date, as described in
         the ISOP.

5.       EXERCISE OF OPTIONS

         5.1      Options may be exercised in accordance with the provisions of
                  the ISOP.

         5.2      In order for the Company to issue Option Shares upon the
                  exercise of any of the Options, the Grantee hereby agrees to
                  sign any and all documents

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                  required by the Company, any applicable law and/or the
                  Company's Articles of Association.

         5.3      The Company shall not be obligated to issue any Shares upon
                  the exercise of an Option if such issuance, in the opinion of
                  the Company, might constitute a violation by the Company of
                  any provision of applicable law, rules, or regulations.

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6.       RESTRICTIONS ON TRANSFER OF OPTIONS AND OPTION SHARES

         6.1      The transfer of Options and the transfer of Option Shares
                  shall be subject to the limitations set forth in the ISOP and
                  in the Company's Articles of Association and any shareholders'
                  agreement to which the holders of Ordinary Shares of the
                  Company are bound.

         6.2      With respect to any Approved 102 Option, subject to the
                  provisions of Section 102, the Grantee shall not sell or
                  release from trust any Option Share received upon the exercise
                  of an Approved 102 Option and/or any share received
                  subsequently following any realization of rights, including
                  without limitation, bonus shares, until the lapse of the
                  Holding Period required under Section 102. Notwithstanding the
                  above, if any such sale or release occurs during the Holding
                  Period, the sanctions under Section 102 shall apply to, and
                  shall be borne by, the Grantee.

         6.3      With respect to Unapproved 102 Options, if the Grantee ceases
                  to be employed by the Company or any Affiliate, as a condition
                  to the exercise of the Unapproved 102 Options, the Grantee
                  shall deposit with the Company and/or its Affiliate a security
                  or guarantee for discharge of his tax obligations with respect
                  to the Unapproved 102 Options, all in accordance with the
                  provisions of Section 102.

         6.4      The Grantee shall not dispose of any Shares in transactions,
                  which violate, in the opinion of the Company, any applicable
                  laws, rules, or regulations.

         6.5      The Grantee agrees that the Company shall have the authority
                  to endorse upon the certificate or certificates representing
                  the Shares such legends referring to the foregoing
                  restrictions, and any other applicable restrictions as it may
                  deem appropriate (which do not violate the Grantee's rights
                  according to this Option Agreement).

7.       TAXES; INDEMNIFICATION

         7.1      Any tax consequences arising from the grant or exercise of any
                  Option, from the payment for Option Shares covered thereby or
                  from any other event or act (of the Company and/or its
                  Affiliates, the Trustee or the Grantee), hereunder, shall be
                  borne solely by the Grantee. The Company and/or its Affiliates
                  and/or the Trustee shall withhold taxes according to the
                  requirements under the applicable laws, rules, and
                  regulations, including withholding taxes at source.
                  Furthermore, the Grantee hereby agrees to indemnify the
                  Company and/or its Affiliates and/or the Trustee and hold them
                  harmless against and from any and all liability for any such
                  tax or interest or penalty thereon, including without
                  limitation, liabilities relating to the necessity to withhold,
                  or to have withheld, any such tax from any payment made to the
                  Grantee.

         7.2      The Grantee will not be entitled to receive from the Company
                  and/or the Trustee any Option Shares allocated or issued upon
                  the exercise of Options prior to the full payments of the
                  Grantee's tax liabilities arising from Options which were
                  granted to him and/or Option Shares issued upon the exercise
                  of Options. For the avoidance of doubt, neither the Company
                  nor the Trustee shall be required to release any share
                  certificate to the Grantee until all payments required to be
                  made by the Grantee have been fully made.

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         7.3      The receipt of the Options and the acquisition of the Shares
                  to be issued upon the exercise of the Options may result in
                  tax consequences. THE GRANTEE IS ADVISED TO CONSULT A TAX
                  ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR
                  EXERCISING THE OPTIONS OR DISPOSING OF THE OPTION SHARES.

         7.4      With respect to Approved 102 Options, the Grantee hereby
                  acknowledges that he is familiar with the provisions of
                  Section 102 and the regulations and rules promulgated
                  thereunder, including without limitations the type of Option
                  granted hereunder and the tax implications applicable to such
                  grant. The Grantee accepts the provisions of the trust
                  agreement signed between the Company and the Trustee, as
                  amended, attached as EXHIBIT C hereto and forming an integral
                  part hereof, and agrees to be bound by its terms.

8.       MISCELLANEOUS

         8.1      No Obligation to Exercise Options. The grant and acceptance of
                  these Options imposes no obligation on the Grantee to exercise
                  them.

         8.2      Confidentiality. The Grantee shall regard the information in
                  this option agreement and its exhibits attached hereto as
                  confidential information and the Grantee shall not reveal its
                  contents to anyone except when required by law or for the
                  purpose of obtaining legal or tax advice.

         8.3      Continuation of Employment or Service. Neither the ISOP nor
                  this Option Agreement shall impose any obligation on the
                  Company or an Affiliate to continue the Grantee's employment
                  or service and nothing in the ISOP or in this Option Agreement
                  shall confer upon the Grantee any right to continue in the
                  employ or service of the Company and/or an Affiliate or
                  restrict the right of the Company or an Affiliate to terminate
                  such employment or service at any time.

         8.4      Entire Agreement. Subject to the provisions of the ISOP, to
                  which this Option Agreement is subject, this Option Agreement,
                  together with the exhibits hereto, constitute the entire
                  agreement between the Grantee and the Company with respect to
                  Options granted hereunder, and supersedes all prior
                  agreements, understandings and arrangements, oral or written,
                  between the Grantee and the Company with respect to the
                  subject matter hereof.

         8.5      Failure to Enforce - Not a Waiver. The failure of any party to
                  enforce at any time any provisions of this Option Agreement or
                  the ISOP shall in no way be construed to be a waiver of such
                  provision or of any other provision hereof.

         8.6      Provisions of the ISOP. The Options provided for herein are
                  granted pursuant to the ISOP and said Options and this Option
                  Agreement are in all respects governed by the ISOP and subject
                  to all of the terms and provisions of the ISOP.

                  Any interpretation of this Option Agreement will be made in
                  accordance with the ISOP but in the event there is any
                  contradiction between the provisions of this Option Agreement
                  and the ISOP, the provisions of the Option Agreement will
                  prevail.

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         8.7      Binding Effect. The ISOP and this Option Agreement shall be
                  binding upon the heirs, executors, administrators and
                  successors of the parties hereof.

         8.8      Notices. All notices or other communications given or made
                  hereunder shall be in writing and shall be delivered or mailed
                  by registered mail or delivered by email or facsimile with
                  written confirmation of receipt to the Grantee and/or to the
                  Company at the addresses shown on the letterhead above, or at
                  such other place as the Company may designate by written
                  notice to the Grantee. The Grantee is responsible for
                  notifying the Company in writing of any change in the
                  Grantee's address, and the Company shall be deemed to have
                  complied with any obligation to provide the Grantee with
                  notice by sending such notice to the address indicated below.

Company's Signature:

Name:      ________________

Position:  ________________

Signature: ________________

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I, the undersigned, hereby acknowledge receipt of a copy of the ISOP and accept
the Options subject to all of the terms and provisions thereof. I have reviewed
the ISOP and this option agreement in its entirety, have had an opportunity to
obtain the advice of counsel prior to executing this option agreement, and fully
understand all provisions of this option agreement. I agree to notify the
Company upon any change in the residence address indicated above.

         _____________              _______________________
         Date                       Grantee's Signature

ATTACHMENTS:

EXHIBIT A:    1996 EMPLOYEE SHARE OPTION PLAN AND APPENDIX A

EXHIBIT B:    NOTICE OF OPTION GRANT

EXHIBIT C:    TRUST AGREEMENT

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