<PAGE>


                                                                    EXHIBIT 10.2


                              102 OPTION AGREEMENT

                              ("OPTION AGREEMENT")

               Made and entered into as of the __ of _________ _____

                                 By and between

                         XACCT TECHNOLOGIES (1997) LTD.
                                 ("THE COMPANY")

                          an Israeli Company located at
                                 31 Lechi Street
                             Bnei-Brak, Israel 51200

                                OF THE FIRST PART

                                       AND

                              _____________________

                                       ID#

                                ("THE OPTIONEE")
                               OF THE SECOND PART


                                    PREAMBLE

WHEREAS  In 23-July-1998, the Company adopted its Option Plan, a copy of which
         is attached hereto as EXHIBIT A, forming an integral part hereof; and

WHEREAS  The Company has determined that the Optionee be granted an Options
         under the Option Plan to buy Shares of the Company, and the Optionee
         has agreed to such grant, all upon the terms and subject to the
         conditions hereinafter provided.
<PAGE>


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 Option Plan.

2.   GRANT OF OPTION

     2.1  The Company hereby grants the Optionee Options in a number set forth
          in Section 2 of EXHIBIT B hereto (THE OPTION(S)), subject in each case
          to the vesting schedule thereof. Each Option is exercisable for one
          Ordinary Share of a nominal value of NIS 0.01 (THE SHARE), at a price
          per Ordinary Share as set forth in Section 3 of Exhibit B (THE OPTION
          PRICE), in each case upon the terms and subject to the conditions as
          set forth herein. Each Share shall be allocated from the total number
          of shares reserved from of the Company's authorized share capital for
          the Option Plan.

          The Option Price will be paid in NIS in accordance with the
          representative rate of exchange of the U.S. dollar, published by the
          Bank of Israel and known on the date of giving the notice of exercise
          (as set forth in Section 5.1 hereinafter).

     2.2  The Optionee is aware that the Company intends to issue additional
          shares in the future 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 date hereof
          (THE DATE OF GRANT) and terminate at the Expiration Date (as defined
          in Section 6 below), or at the time at which the Option is completely
          terminated pursuant to the terms of the Option Plan or pursuant to
          this Option Agreement.

     3.2  The Options may be exercised by the Optionee in whole at any time or
          in part from time to time, as determined by the Board, and to the
          extent that the Options become vested and exercisable, prior to the
          Expiration Date, and provided that, subject to the provisions of
          Section 3.4 below, the Optionee is an employee of the Company or any
          of its subsidiaries, at all times during the period beginning with the
          granting of the Option and ending upon the date of exercise.

     3.3  Subject to the provisions of Section 3.4 below, in the event of
          termination of the Optionees employment with the Company or any of its
          subsidiaries, all Options granted to him or her will immediately be
          expired. A notice of termination of employment by either the Company
          or the Optionee shall be deemed to constitute termination of
          employment.

                                       2
<PAGE>


     3.4  Notwithstanding anything to the contrary hereinabove, an Option may be
          exercised after the date of termination of Optionee's employment with
          the Company or any subsidiary of the Company during an additional
          period of time beyond the date of such termination, but only with
          respect to the number of Options already vested at the time of such
          termination according to the vesting periods of the Options, set forth
          in Section 4 below, if: (i) prior to the date of such termination, the
          Committee shall authorize an extension of the terms of all or part of
          the Options beyond the date of such termination for a period not to
          exceed the period during which the Options by their terms would
          otherwise have been exercisable, (ii) termination is without Cause (as
          defined below), in which event any Options still in force and
          unexpired may be exercised within a period of 90 (ninety) days from
          the date of such termination, but only with respect to the number of
          shares purchasable at the time of such termination, according to the
          vesting periods of the Options, (iii) termination is the result of
          death or disability of the Optionee, in which event any Options still
          in force and unexpired may be exercised within a period of 3 (three)
          months from the date of termination, but only with respect to the
          number of Options already vested at the time of such termination
          according to the vesting periods of the Options. The term CAUSE shall
          mean any action, omission or state of affairs related to the Optionee
          which the Committee or the Board decides, in its sole discretion, is
          against the best interests of the Company.

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

4.   VESTING

     Subject to the requirements as to the number of Shares for which an Option
     is exercisable, as set forth in Section 2.1 above, Options shall vest
     (i.e., Options shall become exercisable) at the dates set forth in Section
     6 of Exhibit B hereto.

5.   METHOD OF EXERCISE

     5.1  Options shall be exercised by the Optionee by giving written notice to
          the Company, in such form and method as may be determined by the
          Company and the Trustee (THE EXERCISE NOTICE), which exercise shall be
          effective upon receipt of such notice by the Company at its principal
          office. The notice shall specify the number of Shares with respect to
          which the Option is being exercised.

                                       3
<PAGE>


     5.2  The Shares shall be issued to the Trustee and be held by the Trustee
          in accordance with the provisions of Section 5 of the Option Plan. The
          Trustee will transfer the Shares to the Optionee upon demand but in no
          event earlier than two years (24 months) from Date of Grant. If any
          law or regulation requires the Company to take any action with respect
          to the Shares so demanded before the issuance thereof, then the date
          of their issuance shall be extended for the period necessary to take
          such action. The Optionee hereby authorizes the Trustee to sign an
          agreement with the Company whereby Shares will not be transferred
          without deduction of taxes at source. The Optionee hereby undertakes
          to exempt the Trustee from any liability in respect of any action or
          decision duly taken and BONA FIDE executed in relation with the Option
          Plan, or any Option or Share granted to him or her thereunder.

6.   TERMINATION OF OPTION

     6.1  Except as otherwise stated in this Option Agreement, the Options, to
          the extent not previously exercised, shall terminate forthwith upon
          the earlier of: (i) the date set forth in Section 4 of Exhibit B
          hereto; and (ii) the expiration of any extended period in any of the
          events set forth in Section 3.4 above (and such earlier date shall be
          hereinafter referred to as THE EXPIRATION DATE).

     6.2  Without derogating from the above, the Committee may, with the prior
          written consent of the Optionee, from time to time cancel all or any
          portion of the Options then subject to exercise, and the Company's
          obligation in respect of such Options may be discharged by (i) payment
          to the Optionee of an amount in cash equal to the excess, if any, of
          the fair market value of the Shares pertaining to such canceled
          Options, at the date of such cancellation, over the aggregate purchase
          price of such Shares; (ii) the issuance or transfer to the Optionee of
          Shares of the Company with a fair market value at the date of such
          transfer equal to any such excess; or (iii) a combination of cash and
          Shares with a combined value equal to any such excess, all determined
          by the Committee in its sole discretion.

7.   ADJUSTMENTS

     7.1  If the Company is separated, reorganized, merged, consolidated or
          amalgamated with or into another corporation while unexercised Options
          remain outstanding under the Option Plan, there shall be substituted
          for the Shares subject to the unexercised portions of such outstanding
          Options an appropriate number of shares of each class of shares or
          other securities of the separated, reorganized, merged, consolidated
          or amalgamated corporation which were distributed to the shareholders
          of the Company in respect of such shares, and appropriate adjustments
          shall be made in the purchase price per share to reflect such action.
          However, subject to any applicable law, in the event the successor
          corporation does not agree to assume the award as aforesaid, the
          Vesting Period a set forth in section 4 above shall be accelerated so
          that any unexercisable or unvested portion of the outstanding Options
          shall be immediately exercisable and vested in full as of the date ten
          (10) days prior to the date of the change in control.

                                       4
<PAGE>


     7.2  If the Company is liquidated or dissolved while unexercised Options
          remain outstanding, then all such outstanding Options may be exercised
          in full by the Optionee as of the effective date of any such
          liquidation or dissolution of the Company without regard to the
          installment exercise provisions hereof, by the Optionee giving notice
          in writing to the Company of his or her intention to so exercise.

     7.3  If the outstanding shares of the Company shall at any time be changed
          or exchanged by declaration of a stock dividend, stock split,
          combination or exchange of shares, re-capitalization, or any other
          like event by or of the Company, and as often as the same shall occur,
          then the number, class and kind of Shares subject to the Option
          therefore granted, and the Option Price, shall be appropriately and
          equitably adjusted so as to maintain the proportionate number of
          Shares without changing the aggregate Option Price; provided, however,
          that no adjustment shall be made by reason of the distribution of
          subscription rights on outstanding shares, all as will be determined
          by the Board whose determination shall be final.

     7.4  Anything herein to the contrary notwithstanding, if prior to the
          completion of the IPO, all or substantially all of the shares of the
          Company are to be sold, or upon a merger or reorganization or the
          like, the shares of the Company, or any class thereof, are to be
          exchanged for securities of another Company, then in such event, the
          Optionee shall be obliged to sell or exchange (in accordance with the
          value of his or her Shares in accordance to the transaction) as the
          case may be, the Shares such Optionee purchased hereunder, in
          accordance with the instructions then issued by the Board, which will
          be given according to the decided upon policy concerning Optionees
          under the Option Plan.

8.   RIGHTS PRIOR TO EXERCISE OF OPTION; LIMITATIONS AFTER PURCHASE OF SHARES

     8.1  Subject to the provisions of Section 8.2 below, the Optionee shall not
          have any of the rights or privileges of shareholders of the Company in
          respect of any Shares purchasable upon the exercise of any part of an
          Option unless and until, following exercise but in case of Options and
          Shares held by the Trustee, subject always to the provisions of
          section 5 of the Option Plan, registration of the Optionee as holder
          of such Shares in the Companies register of members.

     8.2  With respect to all Shares (in contrary to unexercised Options) issued
          upon the exercise of Options purchased by the Optionee and held by the
          Trustee, the Optionee shall be entitled to receive dividends in
          accordance with the quantity of such Shares, and subject to any
          applicable taxation on distribution of dividends. During the period in
          which Shares issued to the Trustee on behalf of a Optionee are held by
          the Trustee, the cash dividends paid with respect thereto shall be
          paid directly to the Optionee.

                                       5
<PAGE>


     8.3  No Option exercisable hereunder, whether fully paid or not, shall be
          assignable, transferable or given as collateral or any right with
          respect to them given to any third party whatsoever, and during the
          lifetime of the Optionee each and all of the Optionee's rights to
          purchase Shares hereunder shall be exercisable only by the Optionee.

          As long as the Shares are held by the Trustee in favor of the
          Optionee, then all rights the Optionee possesses over the Shares are
          personal, can not be transferred, assigned, pledged or mortgaged,
          other than by will or laws of descent and distribution.

          Any action or dealing in contravention of the prohibitions set forth
          in this Section 8.3 whether present or future, direct or indirect,
          shall be null and void.

     8.4  Until the consummation of an IPO, Shares shall be voted by a proxy
          pursuant to the directions of the Board, such proxy to be to the
          person or persons designated by the Board. A copy of the proxy is
          attached hereto as Exhibit "C".

     8.4  Optionee acknowledges that once the Company's shares will be traded in
          any public market, his or her right to sell his or her Shares may be
          subject to some limitations, as set forth by the Companies
          underwriters. In such event, the Optionee will unconditionally agree
          to any such limitations.

     8.5  The Optionee shall not dispose of any Shares in transactions which
          violate, in the opinion of the Company, any applicable rules and
          regulations.

     8.6  The Optionee 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 Optionee's rights according to this Option Agreement).

9.   SHARES SUBJECT TO RIGHT OF FIRST REFUSAL

     9.1  Notwithstanding anything to the contrary in the Articles of
          Association of the Company, the Optionee shall not have a right of
          first refusal in relation with any sale, transfer or allotment of
          shares in the Company.

     9.2  Until such time as the Company shall effectuate an IPO, the sale of
          Shares issuable upon exercise of an Option, by the Optionee, shall be
          subject to a right of first refusal on the part of the Company's
          existing Founders, as defined in the Articles of Association of the
          Company in effect in July 1998 (save, for the avoidance of doubt, for
          other Optionees who already exercised their Options), PRO RATA in
          accordance with their shareholding, by the Optionee giving a notice of
          sale (THE NOTICE) to the Company who will forward the Notice to the
          Founders.

                                       6
<PAGE>


          The notice shall specify the number of Shares offered for sale, the
          price per Share and the payment terms. The Founders will be entitled
          for 30 days from the day of receipt of the Notice ("THE 30 DAYS
          PERIOD"), to purchase all or part of the offered Shares, PRO RATA in
          accordance with their shareholding. If by the end of the 30 Days
          Period not all of the offered Shares have been purchased by the
          Founders, the Optionee will be entitled to sell such Shares at any
          time during the 90 days following the end of the 30 Days Period on
          terms not more favorable than those set out in the Notice.

10.  GOVERNMENT REGULATIONS

     The Option Plan, and the granting and exercise of the Option thereunder,
     and the Company's obligation to sell and deliver Shares or cash under the
     Option, are subject to all applicable laws, rules and regulations, whether
     of the State of Israel or of the United States or any other state having
     jurisdiction over the Company and the Optionee, including the registration
     of the Shares under the United States Securities Act of 1933, and to such
     approvals by any governmental agencies or national securities exchanges as
     may required.

11.  CONTINUANCE OF EMPLOYMENT

     Nothing in this Option Agreement shall be construed to impose any
     obligation on the Company or a subsidiary thereof to continue the
     Optionee's employment with it, to confer upon the Optionee any right to
     continue in the employ of the Company or a subsidiary thereof, or to
     restrict the right of the Company or a subsidiary thereof to terminate such
     employment at any time.

12.  GOVERNING LAW & JURISDICTION

     This Option Agreement shall be governed by and construed and enforced in
     accordance with the laws of the State of Israel applicable to contracts
     made and to be performed therein, without giving effect to the principles
     of conflict of laws. The competent courts of Tel-Aviv, Israel shall have
     sole and exclusive jurisdiction in any matters pertaining to this Agreement
     except as expressly set forth in Section 13 below.

                                       7
<PAGE>


13.  ARBITRATION

     Any dispute in relation with this Option Agreement and the exercise of
     rights thereunder, shall be brought to arbitration in front of a sole
     arbitrator to be chosen by the Company in its sole discretion, ("THE
     ARBITRATOR"), who shall decide on such dispute in accordance with the
     provisions of the Arbitration Law - 1968 and its schedules. Notwithstanding
     the aforesaid the Arbitrator shall be bound to apply the substantive law of
     the State of Israel in any arbitration proceeding. The decision of the
     Arbitrator shall be final and shall bind the Company and the Optionee.

14.  TAX CONSEQUENCES

     Any tax consequences arising from the grant or exercise of any Option, from
     the payment for Shares covered thereby or from any other event or act (of
     the Company, the Trustee or the Optionee), hereunder, shall be borne solely
     by the Optionee. The Company and/or the Trustee shall withhold taxes
     according to the requirements under the applicable laws, rules, and
     regulations, including the withholding of taxes at source. Furthermore, the
     Optionee shall agree to indemnify the Company and 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 Optionee.

     The Committee and/or the Trustee shall not be required to release any Share
     certificate to an Optionee until all required payments have been fully
     made.

     The Optionee hereby declares that he or she will not transfer the Shares
     nor any other shares received subsequently following any realization of
     rights, by a way of tax - exempt transfer or a transfer under sections 104
     (a), 104 (b) or 97 (a) of the Israeli Income Tax Ordinance, New Version
     (1961).

15.  FAILURE TO ENFORCE NOT A WAIVER

     The failure of the any party to enforce at any time any provisions of this
     Option Agreement shall in no way be construed to be a waiver of such
     provision or of any other provision hereof.

                                       8
<PAGE>


16.  PROVISIONS OF THE OPTION PLAN

     The Options provided for herein are granted pursuant to the Option Plan,
     and said Options and this Option Agreement are in all respects governed by
     the Option Plan and subject to all of the terms and provisions whether such
     terms and provisions are incorporated in this Option Agreement solely by
     reference or are expressly cited herein.

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

17.  BINDING EFFECT

     This Option Agreement shall be binding upon the heirs, executors,
     administrators, and successors of the parties hereof.

18.  NOTICES

     Any notice required or permitted under this Option Agreement shall be
     deemed to have been duly given if delivered, faxed or mailed, if delivered
     by certified or registered mail or return receipt requested, either to the
     Optionee at his or her address set forth above or such other address as he
     or she may designate in writing to the Company, or to the Company at the
     address set forth above or such other address as the Company may designate
     in writing to the Optionee, from time to time.

19.  ENTIRE AGREEMENT

     This Option Agreement exclusively concludes all the terms of the Optionee's
     Option Plan, and, subject to the provisions of Section 20 of the Option
     Plan, annuls and supersedes any other agreement, arrangement or
     understanding, whether oral or in writing, relating to the grant of options
     to the Optionee. Any change of any kind to this Option Agreement will be
     valid only if made in writing and signed by both the Optionee and the
     Company's authorized member and has received the approval of the Board.

                                       9
<PAGE>


IN WITNESS WHEREOF, the Company executed this Option Agreement in duplicate on
the day and year first above written.

XaCCT Technologies (1997) Ltd.




By: Eric Gries




The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Option Agreement.





------------
The Optionee

                                       10
<PAGE>


                                    EXHIBIT A




                         XACCT TECHNOLOGIES (1997) LTD.









                                    THE 1998
                          SECTION 102 SHARE OPTION PLAN
<PAGE>


                         XACCT TECHNOLOGIES (1997) LTD.

                                    THE 1998
                          SECTION 102 SHARE OPTION PLAN

1.   NAME

     This 102 Share Option Plan, as amended from time to time, shall be known as
     the XaCCT Technologies (1997) Ltd. . 1998 Section 102 Share Option Plan
     ("THE OPTION PLAN").

2.   PURPOSE OF THE OPTION PLAN

     The Option Plan is intended as an incentive to retain, in the employ of
     XaCCT Technologies (1997) Ltd. ("THE COMPANY") and its subsidiaries,
     persons of training, experience, and ability, to attract new employees,
     whose services are considered valuable, to encourage the sense of
     proprietorship of such persons, and to stimulate the active interest of
     such persons in the development and financial success of the Company by
     providing them with opportunities to purchase shares in the Company,
     pursuant to the Option Plan approved by the board of directors of the
     company ("THE BOARD"), which is designed to benefit from, and is made
     pursuant to, the provisions of Section 102 of the Israeli Income Tax
     Ordinance (New Version) 1961 and any regulations, rules, orders of
     procedures promulgated thereunder ("SECTION 102") with respect to Options
     granted to employees of the Company pursuant to the Option Plan ("THE
     OPTIONS").

3.   ADMINISTRATION OF THE OPTION PLAN

     The Board or a share option committee appointed and maintained by the Board
     for such purpose ("THE COMMITTEE") shall have the power to administer the
     Option Plan. Notwithstanding the above, the Board shall automatically have
     a residual authority if no Committee shall be constituted or if such
     Committee shall cease to operate for any reason whatsoever.

     The Committee shall consist of such number of members (not less than two
     (2) in number) as may be fixed by the Board. The Committee shall select one
     of its members as its chairman ("THE CHAIRMAN") and shall hold its meetings
     at such times and places as the Chairman shall determine. The Committee
     shall keep records of its meetings and shall make such rules and
     regulations for the conduct of its business as it shall deem advisable.

                                       12
<PAGE>


     Any member of such Committee shall be eligible to receive Options under the
     Option Plan while serving on the Committee, unless otherwise specified
     herein.

     The Committee shall have full power and authority (i) to designate
     participants; (ii) to determine the terms and provisions of respective
     Option agreements (which need not be identical) including, but not limited
     to, the number of shares in the Company to be covered by each Option,
     provisions concerning the time or times when and the extent to which the
     Options may be exercised and the nature and duration of restrictions as to
     transferability or restrictions constituting substantial risk of
     forfeiture; (iii) to accelerate the right of an Optionee to exercise, in
     whole or in part, any previously granted Option; (iv) to interpret the
     provisions and supervise the administration of the Option Plan; and - (v)
     to determine any other matter which is necessary or desirable for, or
     incidental to administration of the Option Plan.

     The Committee shall have the authority to grant, in its discretion, to the
     holder of an outstanding Option, in exchange for the surrender and
     cancellation of such Option, a new Option having a purchase price equal to,
     lower than or higher than the purchase price provided in the Option so
     surrendered and canceled, and containing such other terms and conditions as
     the Committee may prescribe in accordance with the provisions of the Option
     Plan.

     All decisions and selections made by the Board or the Committee pursuant to
     the provisions of the Option Plan shall be made by a majority of its
     members except that no member of the Board or the Committee shall vote on,
     or be counted for quorum purposes, with respect to any proposed action of
     the Board or the Committee relating to any Option to be granted to that
     member. Any decision reduced to writing and signed by a majority of the
     members who are authorized to make such decision shall be fully effective
     as if it had been made by a majority at a meeting duly held.

     The interpretation and construction by the Committee of any provision of
     the Option Plan or of any Option thereunder shall be final and conclusive
     unless otherwise determined by the Board.

     Subject to the Company decision, each member of the Board or the Committee
     shall be indemnified and held harmless by the Company against any cost or
     expense (including counsel fees) reasonably incurred by him or her, or any
     liability (including any sum paid in settlement of a claim with the
     approval of the Company) arising out of any act or omission to act in
     connection with the Option Plan unless arising out of such member's own
     fraud or bad faith, to the extent permitted by applicable law. Such
     indemnification shall be in addition to any rights of indemnification the
     member may have as a director or otherwise under the Company's Articles of
     Association, any agreement, any vote of shareholders or disinterested
     directors, insurance policy or otherwise.

                                       13
<PAGE>


4.   DESIGNATION OF PARTICIPANTS

     The persons eligible for participation in the Option Plan as recipients of
     Options shall include any employees of the Company or of any subsidiary of
     the Company. The grant of an Option hereunder shall neither entitle the
     recipient thereof to participate nor disqualify him from participating in,
     any other grant of Options pursuant to this Option Plan or any other option
     or share plan of the Company or any of its affiliates.

     Anything in the Option Plan to the contrary notwithstanding, all grants of
     Options to directors and office holders ("Nosei Misra" - as such term is
     defined in the Companies Ordinance (New Version), 1983 - "THE COMPANIES
     ORDINANCE") shall be authorized and implemented only in accordance with the
     provisions of the Companies Ordinance, as in effect from time to time.

5.   TRUSTEE

     The Options which shall be granted to employees of the Company and/or any
     Shares (as defined below) issued upon exercise of such Options and/or other
     shares received subsequently following any realization of rights, shall be
     issued to a Trustee nominated by the Committee, and approved in accordance
     with the provisions of Section 102 ("THE TRUSTEE") and held for the benefit
     of the Optionees for a period of not less than two years (24 months) from
     the date of grant.

     Anything to the contrary notwithstanding, the Trustee shall not release any
     Options and/or any Shares issued upon exercise of Options, prior to the
     full payment of the Optionee's tax liabilities arising from Options which
     were granted to him or her and/or any Shares issued upon exercise of such
     Options.

     Upon receipt of the Option, the Optionee will sign an undertaking to exempt
     the Trustee from any liability in respect of any action or decision duly
     taken and BONA FIDE executed in relation with the Option Plan, or any
     Option or Share granted to him or her thereunder.

                                       14
<PAGE>


6.   SHARES RESERVED FOR THE OPTION PLAN; RESTRICTION THEREON

     6.1  Subject to adjustments as set forth in Section 8 below, a total of
          80,000 Ordinary Shares, of NIS 0.01 n.v. each ("THE SHARES") shall be
          subject to the Option Plan. The Shares subject to the Option Plan are
          hereby reserved for such purpose in the authorized share capital of
          the Company and may only be issued in terms hereof. Any of such Shares
          which may remain unissued and which are not subject to outstanding
          Options at the termination of the Option Plan shall cease to be
          reserved for the purpose of the Option Plan, but until termination of
          the Option Plan the Company shall at all times reserve sufficient
          number of Shares to meet the requirements of the Option Plan. Should
          any Option for any reason expire or be canceled prior to its exercise
          or relinquishment in full, the Shares therefore subject to such Option
          may again be subjected to an Option under the Option Plan.

     6.2  An employee who purchased Shares hereunder upon exercise of Options
          shall have no voting rights as a shareholder (in any and all matters
          whatsoever) until the consummation of a public offering of the
          Company's shares (the "IPO"). Until an IPO, such Shares shall be voted
          by a proxy pursuant to the directions of the Board, such proxy to be
          to the person or persons designated by the Board. All Shares issued
          upon exercise of the Options shall entitle the holder thereof to
          receive dividends and other distributions thereon.

7.   OPTION PRICE

     7.1  The purchase price of each Share subject to an Option or any portion
          thereof shall be determined by the Committee in its sole and absolute
          discretion in accordance with applicable law, subject to any
          guidelines as may be determined by the Board from time to time.

     7.2  The Option price shall be payable upon the exercise of the Option in a
          form satisfactory to the Committee and conforming Section 102,
          including without limitation, by cash or check. The Committee shall
          have the authority to postpone the date of payment on such terms as it
          may determine.

                                       15
<PAGE>


8.   ADJUSTMENTS

     Upon the occurrence of any of the following described events, Optionee's
     rights to purchase Shares under the Option Plan shall be adjusted as
     hereafter provided:

     8.1  If the Company is separated, reorganized, merged, consolidated or
          amalgamated with or into another corporation while unexercised Options
          remain outstanding under the Option Plan, there shall be substituted
          for the Shares subject to the unexercised portions of such outstanding
          Options an appropriate number of shares of each class of shares or
          other securities of the separated, reorganized, merged, consolidated
          or amalgamated corporation which were distributed to the shareholders
          of the Company in respect of such shares, and appropriate adjustments
          shall be made in the purchase price per share to reflect such action.
          However, subject to any applicable law, in the event the successor
          corporation does not agree to assume the award as aforesaid, the
          Vesting Period a set forth in section 4 above shall be accelerated so
          that any unexercisable or unvested portion of the outstanding Options
          shall be immediately exercisable and vested in full as of the date ten
          (10) days prior to the date of the change in control.

     8.2  If the Company is liquidated or dissolved while unexercised Options
          remain outstanding under the Option Plan, then all such outstanding
          Options may be exercised in full by the Optionees as of the effective
          date of any such liquidation or dissolution of the Company without
          regard to the installment exercise provisions of Section 9(2), by the
          Optionees giving notice in writing to the Company of their intention
          to so exercise.

     8.3  If the outstanding shares of the Company shall at anytime be changed
          or exchanged by declaration of a share dividend, share split,
          combination or exchange of shares, recapitalization, or any other like
          event by or of the Company, and as often as the same shall occur, then
          the number, class and kind of Shares subject to this Option Plan or
          subject to any Options therefore granted, and the Option prices, shall
          be appropriately and equitably adjusted so as to maintain the
          proportionate number of Shares without changing the aggregate Option
          price, provided, however, that no adjustment shall be made by reason
          of the distribution of subscription rights on outstanding shares. Upon
          happening of any of the foregoing, the class and aggregate number of
          Shares issuable pursuant to the Option Plan (as set forth in Section 6
          hereof), in respect of which Options have not yet been exercised,
          shall be appropriately adjusted, all as will be determined by the
          Board whose determination shall be final.

     8.4  Anything herein to the contrary notwithstanding, if prior to the
          completion of an initial public offering of the Company's securities
          (IPO), all or substantially all of the shares of the Company are to be
          sold, or upon a merger or reorganization or the like, the shares of
          the Company, or any class thereof, are to be exchanged for securities
          of another Company, then in such event, each Optionee shall be obliged
          to sell or exchange, as the case may be, the shares such Optionee
          purchased under the Option Plan, in accordance with the instructions
          then issued by the Board whose determination shall be final.

                                       16
<PAGE>


9.   TERM AND EXERCISE OF OPTIONS

     9.1  Options shall be exercised by the Optionee by giving written notice to
          the Company, in such form and method as may be determined by the
          Company and the Trustee and conforming Section 102, which exercise
          shall be effective upon receipt of such notice by the Company at its
          principal office. The notice shall specify the number of Shares with
          respect to which the Option is being exercised.

     9.2  Each Option granted under this Option Plan shall be exercisable
          following the exercise dates and for the number of Shares as shall be
          provided in Exhibit B to the Option Agreement. However no Option shall
          be exercisable after the Expiration Date, as defined for each Optionee
          in his or her Option Agreement.

     9.3  Options granted under the Option Plan shall not be transferable by
          Optionees other than by will or laws of descent and distribution, and
          during an Optionee's lifetime shall be exercisable only by that
          Optionee.

     9.4  The Options may be exercised by the Optionee in whole at any time or
          in part from time to time, to the extent that the Options become
          vested and exercisable, prior to the Expiration Date, and provided
          that, subject to the provisions of Section 9.6 below, the Optionee is
          an employee of the Company or any of its subsidiaries, at all times
          during the period beginning with the granting of the Option and ending
          upon the date of exercise.

     9.5  Subject to the provisions of Section 9.6 below, in the event of
          termination of Optionee's employment with the Company or any of its
          subsidiaries, all Options granted to him or her will immediately be
          expired. A notice of termination of employment shall be deemed to
          constitute termination of employment.

                                       17
<PAGE>


     9.6  Notwithstanding anything to the contrary hereinabove, an Option may be
          exercised after the date of termination of Optionee's employment with
          the Company or any subsidiary of the Company during an additional
          period of time beyond the date of such termination, but only with
          respect to the number of Options already vested at the time of such
          termination according to the vesting periods of the Options set forth
          in Section 4 of such Optionee's Option Agreement, if: (i) prior to the
          date of such termination, the Committee shall authorize an extension
          of the terms of all or part of the Options beyond the date of such
          termination for a period not to exceed the period during which the
          Options by their terms would otherwise have been exercisable; (ii)
          termination is without Cause (as defined below), in which event any
          Options still in force and unexpired may be exercised within a period
          of ninety (90) days from the date of such termination, but only with
          respect to the number of shares purchasable at the time of such
          termination, according to the vesting periods of the Options; (iii)
          termination is the result of death or disability of the Optionee, in
          which event any Options still in force and unexpired may be exercised
          within a period of three (3) months from the date of termination, but
          only with respect to the number of Options already vested at the time
          of such termination according to the vesting periods of the Options.
          The term "CAUSE" shall mean any action, omission or state of affairs
          related to the Optionee which the Committee or the Board decides, in
          its sole discretion, is against the best interests of the Company.

     9.7  Subject to the provisions of Section 10 below, the holders of Options
          shall not have any of the rights or privileges of shareholders of the
          Company in respect of any Shares purchasable upon the exercise of any
          part of an Option unless and until, following exercise but subject
          always to the provisions of Section 5 above, registration of the
          Optionee as holder of such Shares in the Companies register of
          members.

     9.8  Any form of Option agreement authorized by the Option Plan may contain
          such other provisions as the Committee may, from time to time, deem
          advisable. Without limiting the foregoing, the Committee may, with the
          consent of the Optionee, from time to time cancel all or any portion
          of any Option then subject to exercise, and the Company's obligation
          in respect of such Option may be discharged by (i) payment to the
          Optionee of an amount in cash equal to the excess, if any, of the Fair
          Market Value of the Shares at the date of such cancellation subject to
          the portion of the Option so canceled over the aggregate purchase
          price of such Shares, (ii) the issuance or transfer to the Optionee of
          Shares of the Company with a Fair Market Value at the date of such
          transfer equal to any such excess, or (iii) a combination of cash and
          shares with a combined value equal to any such excess, all as
          determined by the Committee in its sole discretion.

10.  SHARES SUBJECT TO RIGHT OF FIRST REFUSAL

     10.1 Notwithstanding anything to the contrary in the Articles of
          Association of the Company, none of the Optionees shall have a right
          of first refusal in relation with any sale, transfer or allotment of
          shares in the Company.

     10.2 Until such time as the Company shall effectuate an IPO, the sale of
          Shares issuable upon

                                       18
<PAGE>


          exercise of an Option, by the Optionee, shall be subject to a right of
          first refusal on the part of the Company's Founders, as defined in the
          Articles of Association of the Company in effect in July 1998 (save,
          for the avoidance of doubt, for other Optionees who already exercised
          their Options), PRO RATA in accordance with their shareholding, by the
          Optionee giving a notice of sale (THE NOTICE) to the Company who will
          forward the Notice to the Founders.

          The notice shall specify the Number of Shares offered for sale, the
          price per Share and the payment terms. The Founders will be entitled
          for 30 days from the day of receipt of the Notice ("THE 30 DAYS
          PERIOD"), to purchase all or part of the offered Shares, PRO RATA in
          accordance with their shareholding. If by the end of the 30 Days
          Period not all of the offered Shares have been purchased by the
          Founders, the Optionee will be entitled to sell such Shares at any
          time during the 90 days following the end of the 30 Days Period on
          terms not more favorable than those set out in the Notice.

11.  DIVIDENDS

     With respect to all Shares (in contrary to unexercised Options) issued upon
     the exercise of Options purchased by the Optionee and held by the Trustee,
     the Optionee shall be entitled to receive dividends in accordance with the
     quantity of such Shares, and subject to any applicable taxation on
     distribution of dividends. During the period in which Shares issued to the
     Trustee on behalf of a Optionee are held by the Trustee, the cash dividends
     paid with respect thereto shall be paid directly to the Optionee.

12.  ASSIGNABILITY AND SALE OF OPTIONS

     No Option, purchasable hereunder, whether fully paid or not, shall be
     assignable, transferable or given as collateral or any right with respect
     to them given to any third party whatsoever, and during the lifetime of the
     Optionee each and all of such Optionee's rights to purchase Shares
     hereunder shall be exercisable only by the Optionee.

     As long as the Shares are held by the Trustee in favor of the Optionee,
     than all rights the last possesses over the Shares are personal, can not be
     transferred, assigned, pledged or mortgaged, other than by will or laws of
     descent and distribution.

13.  TERM OF THE OPTION PLAN

     The Option Plan shall be effective as of the day it was adopted by the
     Board and shall terminate at the end of ___ years from such day of
     adoption.

                                       19
<PAGE>


14.  AMENDMENTS OR TERMINATION

     The Board may, at any time and from time to time, subject to the written
     consent of the Trustee, amend, alter or discontinue the Option Plan, except
     that no amendment or alteration shall be made which would impair the rights
     of the holder of any Option therefore granted, without his consent.

15.  GOVERNMENT REGULATIONS

     The Option Plan, and the granting and exercise of Options hereunder, and
     the obligation of the Company to sell and deliver Shares under such
     Options, shall be subject to all applicable laws, rules, and regulations,
     whether of the State of Israel or of the United States or any other State
     having jurisdiction over the Company and the Optionee, including the
     registration of the Shares under the United States Securities Act of 1933,
     and to such approvals by any governmental agencies or national securities
     exchanges as may be required.

16.  CONTINUANCE OF EMPLOYMENT

     Neither the Option Plan nor the Option Agreement with the Optionee shall
     impose any obligation on the Company or a subsidiary thereof, to continue
     any Optionee in its employ, and nothing in the Option Plan or in any Option
     granted pursuant thereto shall confer upon any Optionee any right to
     continue in the employ of the Company or a subsidiary thereof or restrict
     the right of the Company or a subsidiary thereof to terminate such
     employment at any time.

17.  GOVERNING LAW & JURISDICTION

     This Option Plan shall be governed by and construed and enforced in
     accordance with the laws of the State of Israel applicable to contracts
     made and to be performed therein, without giving effect to the principles
     of conflict of laws. The competent courts of Tel-Aviv, Israel shall have
     sole jurisdiction in any matters pertaining to this Option Plan except as
     expressly set forth in Section 18 below.

                                       20
<PAGE>


18.  ARBITRATION

     Any dispute in relation with this Option Plan and the exercise of rights
     thereunder, shall be brought to arbitration in front of a sole arbitrator
     to be chosen by the Company in its sole discretion, ("THE ARBITRATOR"), who
     shall resolve such dispute in accordance with the provisions of the
     Arbitration Law - 1968 and its schedules. Notwithstanding the aforesaid the
     Arbitrator shall be bound to apply the substantive law of the State of
     Israel in any arbitration proceeding. The decision of the Arbitrator shall
     be final and shall bind the Company and the Optionee.

19.  TAX CONSEQUENCES

     Any tax consequences arising from the grant or exercise of any Option, from
     the payment for Shares covered thereby or from any other event or act (of
     the Company, the Trustee or the Optionee), hereunder, shall be borne solely
     by the Optionee. The Company 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
     Optionee shall agree to indemnify the Company and 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 Optionee.

     The Committee and/or the Trustee shall not be required to release any Share
     certificate to an Optionee until all required payments have been fully
     made.

20.  NON-EXCLUSIVITY OF THE OPTION PLAN

     The adoption of the Option Plan by the Board shall not be construed as
     amending, modifying or rescinding any previously approved incentive
     arrangements or as creating any limitations on the power of the Board to
     adopt such other incentive arrangements as it may deem desirable,
     including, without limitation, the granting of share Options otherwise then
     under the Option Plan, and such arrangements may be either applicable
     generally or only in specific cases. FOR THE AVOIDANCE OF DOUBT, PRIOR
     GRANT OF OPTIONS TO EMPLOYEES OF THE COMPANY UNDER THEIR EMPLOYMENT
     AGREEMENTS, AND NOT IN THE FRAMEWORK OF ANY PREVIOUS OPTION PLAN, SHALL NOT
     BE DEEMED AN APPROVED INCENTIVE ARRANGEMENT FOR THE PURPOSE OF THIS
     SECTION.

21.  MULTIPLE AGREEMENTS

     The terms of each Option may differ from other Options granted under the
     Option Plan at the same time, or at any other time. The Committee may also
     grant more than one Option to a given Optionee during the term of the
     Option Plan, either in addition to, or in substitution for, one or more
     Options previously granted to that Optionee.

                                       21
<PAGE>


                                    EXHIBIT B



                               TERMS OF THE OPTION

1.  Name of the Optionee:
                                     --------------------------------------

2.  Number of Options granted:
                                     --------------------------------------

3.  Price per Share:
                                     --------------------------------------

4.  Expiration Date:                 8 years from the date of grant
                                     --------------------------------------

5.  Date of Grant:
                                     --------------------------------------


6.  Vesting schedule

    ---------------------------------------------------------------------------
             % OF THE OPTIONS                       VESTING DATE
    ---------------------------------------------------------------------------

    ---------------------------------------------------------------------------
               6.25%                     Every 3 months, starting from the 3rd
                                         month from the Date of Grant, up to
                                         100% full vesting that includes the
                                             part vested immediately
    ---------------------------------------------------------------------------


Employee Signature
                   ----------------------------

                                       22
<PAGE>


                                    EXHIBIT C

                                      PROXY

Mr. Eran Wagner and Mr. Limor Schweitzer, or any of them, with power of
substitution in each, are hereby authorized to represent the undersigned at any
and all general meetings of XaCCT Technologies (1997) Ltd. (the "Company")
(including general meetings convened for the purpose of adopting extraordinary
resolutions) and to vote thereat on any and all matters the same number of
Ordinary Shares of the Company as the undersigned would be entitled to vote if
then personally present.



-------------------------------------           -------------------------------
                NAME                                          DATE



                         -------------------------------
                                    SIGNATURE


                                       23