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                                                                    EXHIBIT 10.6

                            BACKWEB TECHNOLOGIES LTD.

                      1998 UNITED STATES STOCK OPTION PLAN
                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2002

                          STOCK OPTION GRANT AGREEMENT

To:      The Optionee named in the Notice of Grant of Stock Option ("Notice") to
which this Stock Option Grant Agreement ("Agreement") is attached.

1.       Grant of Option. BackWeb Technologies Ltd. (the "Corporation") hereby
grants you an option (the "Option") to purchase the number of Ordinary Shares of
the Corporation ("Shares") set forth in the Notice, at the exercise price per
share ("Exercise Price") set forth in the Notice, subject to the terms and
conditions of the Corporation's 1998 United States Stock Option Plan, amended
and restated effective as of January 1, 2002 ("the Plan"). In the event of a
conflict between terms and conditions of the Plan and the terms and conditions
of this Agreement, the terms and conditions of the Plan shall prevail.

         If designated in the Notice as an Incentive Stock Option ("ISO"), this
Option is intended to qualify as an ISO under Section 422 of the Code. However,
if this Option is intended to be an ISO, to the extent that it exceeds the
$100,000 rule of Section 422(d), that portion which exceeds the $100,000 limit
shall be treated as a nonstatutory stock option ("NSO") under Section 422.

2.       Exercise of Option.

         (a)      Vesting Schedule. Subject to the limitations contained herein
and in the Plan, this Option shall be exercisable according to the vesting
schedule set forth in the Notice, which is attached hereto and incorporated
herein by reference.

         (b)      Right to Exercise. This Option is exercisable during its term
in accordance with the vesting schedule set forth in the Notice and the other
applicable provisions of this Agreement and the Plan, including the provisions
applicable in the event of the Optionee's death, disability or termination of
employment or consulting relationship.

         (c)      Minimum Number of Shares. The minimum number of shares with
respect to which an Option may be exercised at any one time is the lesser of (a)
fifty (50) Shares or (b) the number of Shares that have vested in the preceding
six (6) month period prior to the exercise.

         (d)      Method of Exercise. An Option is exercisable by delivery of an
exercise notice, in a form designated by the Corporation and attached hereto as
Exhibit A (the "Exercise Notice"), which shall state the election to exercise
the Option, the number of Shares in respect of which the Option is being
exercised (the "Exercise Notice") and such other representations and agreements
as may be required by the Corporation pursuant to the provisions of the Plan.
The Exercise Notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Stock Administrator of the Corporation. The
Exercise Notice shall be accompanied by payment (in any of the manners set forth
in Section 3 below) of the aggregate Exercise Price as to all Exercised Shares.
This Option

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shall only be deemed to be exercised upon receipt by the Corporation of such
fully executed Exercise Notice accompanied by such aggregate Exercise Price.

         (e)      Issuance of Shares. No Shares shall be issued pursuant to the
exercise of this Option unless such issuance and exercise complies with all
relevant provisions of law and the requirements of any stock exchange or
quotation service upon which the Shares are then listed. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

3.       Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

         (a)      cash; or

         (b)      check; or

         (c)      delivery of a properly executed Exercise Notice together with
                  such other documentation as the Administrator and the broker,
                  if applicable, shall require to effect an exercise of the
                  Option and delivery to the Corporation of the sale or loan
                  proceeds required to pay the exercise price; or

         (d)      surrender of other Shares that (i) in the case of Shares
                  acquired upon exercise of an Option, have been owned by the
                  Optionee more than six (6) months on the date of surrender,
                  and (ii) have a Fair Market Value on the date of surrender
                  equal to the aggregate Exercise Price of the Exercised Shares.

4.       Non-Transferability of Option. An Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee. The terms of
the Plan and this Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

5.       Restriction on Exercise. The Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
law.

6.       Terms of Option. The term of the Option granted hereby commences on the
date of the grant and, unless sooner terminated as set forth below or in the
Plan, terminates on the date that is seven (7) years later. Upon termination of
the Optionee's employment with the Corporation, this Option may be exercised
only as to that number of Shares as to which it was exercisable on the date of
termination and only for a period of sixty (60) days thereafter (but no later
than the term of this Option set forth above) and shall then terminate. Upon the
death or disability of the Optionee, however, this Option may be exercised for
such longer period as provided by the Plan.

7.       No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF THE SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN

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EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY
WITH THE OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

8.       Tax Consequences. Set forth below if a brief summary as of the date of
this Option of some of the federal tax consequences of exercise of this Option
and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A
TAX ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

         (a)      Exercise of ISO. If this Option qualifies as an ISO, there
will be no regular federal income tax liability upon the exercise of the Option,
although the excess, if any of the Fair Market Value of the Shares on the date
of exercise over the Exercise price will be treated as an adjustment of the
alternative minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax in the year of exercise.

         (b)      Exercise of NSO. There may be a regular federal income tax
liability upon the exercise of an NSO. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price. If Optionee is an Employee or a former Employee, the
Company will be required to withhold from the Optionee's compensation or collect
from Optionee and pay to the applicable taxing authorities an amount in cash
equal to a percentage of this compensation income at the time of exercise, and
may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.

         (c)      Disposition of Shares. In the case of an NSO, if Shares are
held for at least one year, any gain realized on disposition of the Shares will
be treated as long-term capital gain for federal income tax purposes. In the
case of an ISO, if Shares transferred pursuant to the Option are held for at
least one year after exercise and at least two years after the Date of Grant,
any gain realized on the disposition of the Shares will be also treated as
long-term capital gain for federal income tax purposes. If Shares purchased
under an ISO are disposed of within one year after exercise or two years after
the Date of Grant, any gain realized on such dispositions will be treated as
compensation income (taxable at ordinary income tax rates) to the extent of the
difference between the Exercise Price and the lesser of (i) the Fair Market
Value of the Shares on the date of exercise, or (ii) the sale price of Shares.
Any additional gain will be taxed as capital gain, short-term or long-term
depending on the period that the ISO shares were held

         (d)      Notice of Disqualifying Disposition of ISO Shares. If the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two (2) years after the Vesting Start Date,
or (ii) one (1) year after the exercise date, the Optionee shall immediately
notify the Corporation in writing of such disposition. The Optionee agrees that
he or she may be subject to income tax withholding by the Corporation on the
compensation income recognized from such early disposition of the ISO Shares by
payment in cash or out of the current earnings paid to the Optionee.

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9.       Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Optionee
with respect to the subject matter hereof, and may not be modified adversely to
the Optionee's interest except by means of a writing signed by the Company and
Optionee. This Agreement is governed by the internal substantive laws but not
the choice of law rules of California.

         Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions hereof. Optionee has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.
Optionee further agrees to notify the Company upon any change in the residence
address indicated in the Notice of Grant.

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                                    EXHIBIT A

                            BACKWEB TECHNOLOGIES LTD.
                      1998 UNITED STATES STOCK OPTION PLAN

                                 EXERCISE NOTICE

BackWeb Technologies Ltd.
c/o 2077 Gateway Place, Suite 500
San Jose, CA 95110

Attention: Stock Plan Administrator

         1.       Exercise of Option. Effective as of today, _______________,
20__, the undersigned ("Optionee") hereby elects to exercise Optionee's option
to purchase _____________ Ordinary Shares (the "Shares") of BackWeb Technologies
Ltd. (the "Corporation") under and pursuant to the 1998 United States Stock
Option Plan, amended and restated effective as of January 1, 2002 (the "Plan")
and the related Stock Option Agreement (the "Agreement").

         2.       Delivery of Payment. Purchaser herewith delivers to the
Corporation the full purchase price of the Shares, as set forth in the
Agreement.

         3.       Representations of Optionee. Optionee acknowledges that
Optionee has received, read and understood the Plan and the Agreement and agrees
to abide by and be bound by their terms and conditions.

         4.       Right as a Shareholder. Until the issuance of the Shares (as
evidenced by the appropriate entry on the books of the Corporation or of a duly
authorized transfer agent of the Corporation), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be
issued to the Optionee as soon as practicable after the Option is exercised. No
adjustments shall be made for a dividend or other right for which the record
date is prior to the date of issuance.

         5.       Tax Consolidation. Optionee understands that Optionee may
suffer adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with
any and all tax consultants Optionee deems advisable in connection with the
purchase or disposition of the Shares and that Optionee is not relying on the
Corporation for any tax advise.

         6.       Successors and Assigns. The Corporation may assign any of its
rights under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Corporation.
Subject to the restrictions on transfer herein set forth, this Agreement shall
be binding upon Optionee and his or her heirs, executors, administrators,
successors and assigns.

         7.       Interpretation. Any dispute regarding the interpretation of
this Agreement shall be submitted by Optionee or by the Corporation forthwith to
the Administrator, which shall review such dispute at its next regular meeting.
The resolution of such a dispute by the Administrator shall be final and binding
on all parties.

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         8.       Governing Law; Severability. This Agreement is governed by the
internal substantive laws, but not the choice law rules, of California.

         9.       Entire Agreement. The Plan and Agreement are incorporated
herein by reference. This Exercise Notice, the Plan, the Agreement and the
Notice of Grant constitute the entire agreement of the parties with respect to
the subject matter hereof and supercede in their entirety all prior undertakings
and agreements of the Corporation and Optionee with respect to the subject
matter hereof, and may not be modified adversely to the Optionee's interest
except by means of a writing signed by the Corporation and Optionee.

Submitted by:                               Accepted by:
OPTIONEE: __________________________        BACKWEB TECHNOLOGIES

Signature: _________________________        _____________________________

Print Name: ________________________        _____________________________

Address: ___________________________        2077 Gateway Place, Suite 500
         ___________________________        San Jose, CA 95110
                                            Date Received: ______________

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