[OBJECT OMITTED] ClickSoftware

                         PERSONAL EMPLOYMENT AGREEMENT


THIS PERSONAL EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the
15 day of March 2005, by and between ClickSoftware Technologies Ltd., a
company formed and existing under the laws of the State of Israel, of 34
Habarzel St. Tel-Aviv (the "Company"), and Hannan Carmeli residing at 24 Hagat
St., Even Yehuda, Israel (the "Employee").


WHEREAS  the Employee has been working for the Company since September 1, 1996
         and the Company and Employee wish to modify the terms of Employee's
         employment with the Company and replace Employee's prior employment
         agreement with the terms and conditions set forth in this Agreement.



NOW, THEREFORE, it is agreed as follows:

1.       EMPLOYMENT

         1.1.     The Company shall employ the Employee and the Employee on
                  the terms and conditions set forth herein. The Employee
                  shall serve as Executive Vice President, Sales &
                  Professional Services of the Company reporting to the
                  Company's CEO, and shall perform such duties, undertake such
                  responsibilities and exercise such authority as are normally
                  commensurate with such position.

         1.2.     The Employee undertakes to devote his full business time,
                  attention, skill, and effort exclusively to the performance
                  of his duties in the Company and undertakes not to engage,
                  whether as an employee or otherwise, in any business or
                  commercial activities, whether or not for compensation,
                  during his employment, without the prior written consent of
                  the Company, provided however, that Employee may be involved
                  in passive private investments activities and in after work
                  hours, and activities in charitable, cultural or
                  professional organizations.

         1.3.     This Agreement is a personal agreement, and the position the
                  Employee is to hold within the Company is a management
                  position which requires a special measure of personal trust,
                  as such terms are defined in the Working Hours and Rest Law
                  5711 - 1951, as amended (the "Law"). In light of this
                  relationship of trust, the provisions of the Law, or any
                  other similar law which may apply, will not apply to the
                  performance by the Employee of his duties hereunder. Thus,
                  the Employee may be required, from time to time and
                  according to the work load demanded of him, to work beyond
                  the regular working hours and the Employee shall not be
                  entitled to any further compensation other than as specified
                  in this Agreement.

2.       SALARY, BONUSES AND OPTIONS

         2.1.     In consideration for the Employee's services hereunder, the
                  Company will pay to the Employee during the term of this
                  Agreement, a monthly salary in the amount of NIS 45,000
                  (hereinafter referred to as the "Salary") payable no later
                  than the ninth day of the month following the month for
                  which the salary is paid.

         2.2.     The Employee may be eligible to receive a bonus (the
                  "Bonus") for each full fiscal year of employment, subject to
                  the approval of the Board of Directors or such committee of
                  the Board nominated by the Board.

         2.3.     Employee's stock options that were granted prior to or that
                  are granted subsequent to the date of this Agreement shall
                  be subject to all of the terms and conditions of the
                  Company's stock option plan. Notwithstanding anything in
                  this Agreement or in any other agreement between the parties
                  hereto to the contrary, in case of Change in Control (as
                  defined in Section 2.4) 50% of all of the options to
                  purchase shares of the Company then held by the Employee,
                  that have not already vested under their original vesting
                  schedule, shall become vested and exercisable upon such
                  Change in Control and all remaining options to purchase
                  shares of the Company then held by the Employee that have
                  not already vested under their original vesting schedule,
                  shall continue to vest in accordance with their original
                  vesting schedule and, without limitation, shall become
                  vested and exercisable upon the earlier of (a) six months
                  after the Change of Control, or (b) termination of this
                  Agreement by the Company without Cause, or (c) termination
                  of this Agreement by the Employee due to an adverse change
                  in Employee's scope of responsibility or compensation terms.

         2.4.     "Change in Control" means: (i) any "person" (as such term is
                  used in Sections 13(d) and 14(d) of the Securities Exchange
                  Act of 1934, as amended) is or becomes the "beneficial
                  owner" (as defined in Rule 13d-3 under said Act), directly
                  or indirectly, of securities of the Company representing 50%
                  or more of the total voting power represented by the
                  Company's then outstanding voting securities; or (ii) a
                  change in the composition of the Board occurring within a
                  two-year period, as a result of which fewer than a majority
                  of the directors are Incumbent Directors. "Incumbent
                  Directors" will mean directors who either (A) are directors
                  of the Company as of the date hereof, or (B) are elected, or
                  nominated for election, to the Board with the affirmative
                  votes of at least a majority of the Incumbent Directors at
                  the time of such election or nomination (but will not
                  include an individual whose election or nomination is in
                  connection with an actual or threatened proxy contest
                  relating to the election of directors to the Company); or
                  (iii) the date of the consummation of a merger or
                  consolidation of the Company with any other corporation that
                  has been approved by the stockholders of the Company, other
                  than a merger or consolidation which would result in the
                  voting securities of the Company outstanding immediately
                  prior thereto continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity) more than fifty percent (50%) of the
                  total voting power represented by the voting securities of
                  the Company or such surviving entity outstanding immediately
                  after such merger or consolidation, or the stockholders of
                  the Company approve a plan of complete liquidation of the
                  Company; or (iv) the date of the consummation of the sale or
                  disposition by the Company of all or substantially all the
                  Company's assets.




3.       EMPLOYEE BENEFITS AND BUSINESS EXPENSES

         3.1.     Employee shall be entitled to receive annual vacation time
                  of 20 working days per year. Such vacation time may, at the
                  Employee's option, be carried forward subject to the
                  provisions of applicable law or redeemed in whole or in part
                  upon mutual agreement by Company and the Employee based on
                  the Employee's then current Salary.

         3.2.     Employee shall be entitled to sick pay in accordance with
                  applicable law.

         3.3.     The Company shall insure the Employee under a pension plan
                  commonly known as `Manager's Insurance Scheme' (the
                  "Managers Insurance") chosen by the Employee with the
                  Company's consent which may not be unreasonably withheld, as
                  follows: (i) the Company shall pay an amount equal to 5% of
                  the Employee's Salary towards the Managers Insurance for the
                  Employee's benefit and shall deduct 5% from the Employee's
                  Salary and pay such amount towards the Managers Insurance
                  for the Employee's benefit; (ii) the Company shall pay an
                  amount equal to 8 1/3% of the Employee's Salary towards a
                  fund for severance compensation; and (iii) the Company shall
                  pay an amount of up to 2 1/2% of the Employee's Salary
                  towards disability insurance.

         3.4.     The Company and the Employee shall open and maintain a
                  continuing education fund (`Keren Hishtalmut') (the "Fund")
                  as is common in Israel's labor market. The Company shall
                  contribute to such Fund an amount equal to 7 1/2% of each
                  monthly Salary payment, and the Employee shall contribute to
                  such Fund an amount equal to 2 1/2% of each monthly Salary
                  payment.

         3.5.     The Managers Insurance and the Fund (together with all
                  amounts contributed by the Company) shall be transferred to
                  the Employee in full, upon any termination of the Employee's
                  employment under any circumstances, except that upon
                  termination for "Cause", Employee shall not be entitled to
                  receive any amounts contributed by the Company to the
                  Managers Insurance with respect to severance.

         3.6.     The Company shall provide the Employee with the full-time
                  use of a car in accordance with the Company's policies. The
                  Company shall bear all of the fixed and variable maintenance
                  and other costs, including but not limited to licenses,
                  insurance, gas and repairs, except for fines in respect of
                  traffic offenses.

         3.7.     The Company will reimburse Employee for all reasonable
                  business expenses actually incurred by Employee in
                  performing his duties hereunder or otherwise promoting the
                  business of the Company, upon presentation by Employee, from
                  time to time, of an itemized account of such expenses
                  substantiated by appropriate receipts.

         3.8.     The Company shall withhold or charge the Employee with all
                  taxes and other compulsory payments as required under law in
                  respect of, or resulting from, the compensation paid to or
                  received by him and in respect of all the benefits that the
                  Employee is or may be entitled to.

         3.9.     The Company shall provide Employee with a cellular phone and
                  shall bear all the expenses with respect thereto.

         3.10.    The Company shall enter into an indemnification agreement
                  with Employee in a customary form and shall procure D&O
                  insurance for the Employee to the extent provided for the
                  Company's directors and its CEO.



4.       TERMINATION

         4.1.     This Agreement shall replace Employee's prior employment
                  agreement and continue until terminated by the Company or
                  the Employee pursuant to the provisions of this Section 4.

         4.2.     The Company may terminate this Agreement without advance
                  notice for "Cause". Termination for "Cause" shall mean
                  termination by the Company because of: (i) the Employee's
                  conviction of a felony involving moral turpitude, or (ii)
                  the Employee's material breach of Section 5 hereof or (iv)
                  the embezzlement of funds of the Company by the Employee or
                  (v) the Employee's engaging in willful misconduct which is
                  intended to cause monetary or other material injury to the
                  Company.

         4.3.     Either party may terminate this Agreement for any reason by
                  providing three (3) months prior written notice thereof. In
                  the event of termination of this Agreement by either party
                  for any reason other than for "Cause" as defined in Section
                  4.2, then without limitation of the right to receive
                  severance under the law and the right to receive all of the
                  compensation provided in Sections 2 and 3 of this Agreement
                  until the end of the notice period, the Employee shall
                  continue to receive, subject to his compliance with his
                  covenants under Section 5, all of the compensation provided
                  in Sections 2 and 3 of this Agreement for an additional
                  period of three (3) months after the end of the notice
                  period and termination of the Agreement, and during such
                  period Employee shall not be required to work for the
                  Company.

         4.4.     Upon termination of this Agreement, for whatever reason,
                  other than termination for Cause, the Employee shall be
                  entitled to receive severance pay from the Company which
                  will be the higher of (A) the severance amount due to
                  Employee in accordance with applicable law or (B) a
                  severance amount in an amount equivalent to 100% (one
                  hundred percent) of the Employee's monthly Salary during the
                  last month of employment; multiplied by the number of years,
                  including parts of years, of his employment with the Company
                  (including the notice period referred to in Section 4.3
                  above), in each of (A) and (B), less the amounts accumulated
                  to the benefit of the Employee with the Managers Insurance
                  pursuant to payments by the Company on account of severance
                  pay.



5.       UNFAIR COMPETITION AND SOLICITATION

         5.1.     The Employee acknowledges that the provisions of this
                  Undertaking are reasonable and necessary to legitimately
                  protect the Company's Proprietary Information, its property
                  (including intellectual property) and its goodwill (the
                  "Company's Major Assets"). The Employee further acknowledges
                  that he/she has carefully reviewed the provisions of this
                  Undertaking, he/she fully understands the consequences
                  thereof and he/she has assessed the respective advantages
                  and disadvantages to him/her of entering into this
                  Undertaking. In light of the above provisions, the Employee
                  undertakes:

                  5.1.1.   That during the term of his/her employment in the
                           Company and for a period of twelve (12) months
                           thereafter, he/she shall not engage,

                  5.1.2.   establish, open or in any manner whatsoever become
                           involved, directly or indirectly, either as an
                           employee, owner, partner, agent, shareholder,
                           director, consultant or otherwise, in any business,
                           occupation, work

                  5.1.3.   or any other activity which is reasonably likely to
                           involve or require the use of any of the Company's
                           Major Assets.


         5.2      That during the term of his/her employment in the Company
                  and for twelve (12) months thereafter, not to induce any
                  employee of the Company or of any of its, parent
                  subsidiary or affiliated companies to terminate such
                  employee's employment therewith.

         5.3      The Employee acknowledges that given his access to
                  information regarding the Company, the provisions of this
                  Section 5 are reasonable and necessary to protect the
                  Company's business. The provisions of this Section 5 shall
                  survive the termination of this Agreement for the time
                  periods set forth herein.

         5.4      The Employee shall execute the Company's standard
                  confidentiality agreement in the form of Exhibit B.



6.       ASSIGNMENT


         Neither this Agreement nor any right or interest hereunder shall be
         assignable or transferable by either party hereto, their
         beneficiaries or legal representatives, except by will or by the laws
         of descent and distribution. This Agreement shall inure to the
         benefit of and be enforceable by the Employee's legal personal
         representative.

7.       NOTICE


         For the purposes of this Agreement, notices and all other
         communications provided for in the Agreement shall be in writing and
         shall be deemed to have been duly given when personally delivered,
         one business day after being sent by fax or five (5) business days
         after being sent by registered mail, return receipt requested,
         postage prepaid, addressed to the respective addresses set forth on
         the first page of this Agreement or last given by each party to the
         other.

8.       MISCELLANEOUS


         No provision of this Agreement may be modified, waived or discharged
         unless such waiver, modification or discharge is agreed to in writing
         and signed by the Employee and the Company. No waiver by either party
         hereto at any time of any breach by the other party hereto of, or
         compliance with, any condition or provision of this Agreement to be
         performed by such other party shall be deemed a waiver of similar or
         dissimilar provisions or conditions at the same or at any prior or
         subsequent time. The paragraph headings used in this Agreement are
         included solely for convenience and shall not affect or be used in
         connection with the interpretation of this Agreement. The provisions
         of this Agreement shall be deemed several and the invalidity or
         unenforceability of any provisions shall not affect the validity or
         enforceability of the other provisions hereof.

9.       GOVERNING LAW AND ARBITRATION


         This Agreement shall be governed by and construed and enforced in
         accordance with the laws of the State of Israel and the sole and
         exclusive place of jurisdiction in any matter arising out of or in
         connection with this Agreement shall be the applicable courts in
         Tel-Aviv. In the event of any controversy or dispute between the
         parties with respect to the content, effect or interpretation of this
         Agreement the parties shall attempt in good faith to amicably resolve
         any differences between them, provided that in any such attempt the
         party representing the Company shall be no less senior than the CEO
         of the Company. In the event that the parties are not able to resolve
         such controversy or dispute, then any such dispute or controversy
         shall be resolved by arbitration, initiated by either party and held
         in Tel Aviv, Israel, in the English language. If the parties are not
         able to agree on the identity of the arbitrator within 10 days after
         either party initiates the arbitration, then the arbitrator shall be
         determined by the Chairman of the Beaurue of Accountants in Israel.
         The arbitrator shall be bound by, and render its decision only on the
         basis of, substantive Israeli law, however he shall not be bound by
         the rules of procedure of Israeli law. Without limitation of the
         foregoing, each party shall be entitled to submit its arguments to
         the arbitrator. The arbitrator's decision shall be in writing and
         shall include the reasons for its conclusions.

10.      ENTIRE AGREEMENT


         This Agreement constitutes the entire Employment Agreement between
         the parties hereto and supersedes all prior agreement, understandings
         and arrangements, oral or written, between the parties hereto with
         respect to the subject matter hereof.



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and the Employee has executed this Agreement as of
the day and year first above written.



ClickSoftware Technologies Ltd.                Employee:

By:
-------------------------------------------    ---------------------------------
    Moshe Ben Bassat, CEO