Exhibit 4.16






                          CLICKSOFTWARE TECHNOLOGIES,
                                      LTD




                                   RULES OF

                              APPROVED EXECUTIVE
                            SHARE OPTION SUB-SCHEME
                               FOR EMPLOYEES OF
                       CLICKSERVICE SOFTWARE EUROPE LTD





                             Approved by the Board
                             of Inland Revenue on
                             1 October 2001 under
                             reference X 20701/IDA

             as amended by the Board on 6 December 2006 and such
                amendments approved by the Board of the Inland
                         Revenue on 21 December 2006



                                  Bird & Bird
                                90 Fetter Lane
                                London EC4A 1JP

                              Tel: 0171 415 6000
                              Fax: 0171 415 6111


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                        CLICKSOFTWARE TECHNOLOGIES, LTD

                      APPROVED SHARE OPTION SCHEME RULES

1.       DEFINITIONS

1.1      In these Rules of the Scheme the following words and expressions shall
         have the following meanings:

         "Adoption Date" means the date on which the Scheme is adopted by the
         Company;

         "Approved Scheme" means a share option scheme approved under Schedule
         9 of the Taxes Act or Schedule 4;

         "Articles" means the Articles of Association of the Company from time
         to time in force;

         "Associated Company" has the same meaning as in Section 416 of the
         Taxes Act;

         "Auditors" means the auditors for the time being of the Company;

         "Board" means the board of directors from time to time of the Company
         or a duly authorised committee thereof appointed in accordance with
         Rule 11.2;

         "Close Company" has the same meaning as in Chapter I of Part XI of
         the Taxes Act SAVE THAT for the purposes of determining whether a
         company is a close company for the purposes of this Scheme, sections
         414(1)(a) and 415 of that Act shall be disregarded;

         "Company" means ClickSoftware Technologies, Ltd;

         "Control" means control as defined in Section 840 of the Taxes Act
         1988;

         "Date of Grant" means the date on which the Option is granted;

         "Dealing Day" means a day on which NASDAQ is open for business;

         "Eligible Person" means:

         (a)      an employee who is a director of any member of the Group and
                  required under his contract of employment to work for not
                  less than 25 hours per week (excluding meal breaks)
                  disregarding holiday entitlement; or

         (b)      any other employee of any member of the Group;

         "Employing Company" means Clicksoftware Europe Limited or such other
         company within the Group that employs the Participant;


         "Exercise Price" means, in relation to an Option, the price per Share
         payable on the exercise of that Option;

         "Group" means the Company and all of the Subsidiaries and "member of
         the Group" shall be construed accordingly;

         "ITEPA" means the Income Tax (Earnings and Pensions) Act 2003 (as
         amended from time to time);

         "Market Value" means in relation to a Share on a given date:

         (a)      the market value of such Share on that date as determined in
                  accordance with Part VIII of the Taxation of Chargeable
                  Gains Act 1992 and agreed in advance with the Shares
                  Valuation Division of the Inland Revenue; or

         (b)      in the event that Shares are admitted to trading on NASDAQ
                  an amount which is equal to the closing price of such Share
                  as derived from the Dealing Day immediately preceding that
                  date subject to such a method of valuation being agreed by
                  the Shares Valuation Division of the Inland Revenue;

         "Material Interest" has the meaning given in paragraph 10 of Schedule
         4;

         "Operative Period" means the period of ten years commencing on the
         Adoption Date;

         "Option" means a right to acquire Shares under the Scheme;

         "Participant" means an Eligible Person who has been granted an Option;

         "PAYE Liability" means

         (a)      income tax payable by deduction under Part 11 of ITEPA;

         (b)      primary Class 1 National Insurance Contributions;

         (c)      all or such part (as may from time to time be agreed in
                  writing between the Participant and his Employing Company)
                  of any secondary Class 1 National Insurance Contributions
                  ("NIC") payable in respect of any gain which is treated as
                  remuneration derived from the Participant's employment for
                  NIC purposes by virtue of Section 4(4)(a) of the Social
                  Security Contributions and Benefits Act 1992 (as amended);
                  or

         (d)      any other similar taxes or duties,

         which the Employing Company would be required to account for to the
         Inland Revenue or other taxation authorities if a Participant
         exercised an Option

         "Rules" means the rules of the Scheme contained in this document and
         "Rule" shall be construed accordingly;

         "Schedule 4" means Schedule 4 to the ITEPA;

         "the Scheme" means the scheme contained in this document as from time
         to time amended in accordance with the provisions hereof;

         "Shares" means Ordinary Shares of NIS 0.02 each in the capital of the
         Company as defined in the Company's Articles of Association which
         satisfy the provisions of paragraphs 16 to 20 (inclusive) of Schedule
         4 and "Share" shall be construed accordingly;

         "Subsidiary" means a company which is a subsidiary of the Company
         within the meaning of Section 736 of the Companies Act 1985 and which
         is under the Control of the Company;

         "Subsisting Option" means an option granted under this Scheme or the
         Unapproved Scheme which has not lapsed or been exercised;

         "Taxes Act" means the Income and Corporation Taxes Act 1988;

         "Termination for Cause" means in relation to a Participant,
         termination of the Participant's employment with any member of the
         Group in circumstances giving rise to summary dismissal;

         "Unapproved Scheme" means the unapproved executive share option
         scheme adopted by the Company on 21 March 2000 and the UK Appendix to
         the 2000 Amended and Restated 2000 Share Option Plan, as now in
         effect or as hereafter amended;

         "Vesting Dates" means, as determined by the Board, the date as of
         which the Participant shall be entitled to exercise the Options or
         part of the Options, as set forth in Rule 7.2 of the Scheme; and

         "Amended and Restated 2000 Share Plan" means the Amended and Restated
         2000 Share Plan adopted by the Company on 6 September 2001 as now in
         effect or as hereafter amended.

1.2      In these Rules the expression "holding company" and "subsidiary" have
         the same meanings as those contained in Section 736 of the Companies
         Act 1985.

1.3      The Rules of the Scheme and their definitions are separate from the
         rules of the 2000 Stock Plan and the terms of the 2000 Stock Plan
         shall have no effect in relation to the interpretation and
         implementation of the Scheme.

1.4      Any reference in these Rules to a statutory provision shall include a
         reference to that provision as amended or re-enacted from time to
         time and any subordinate legislation, orders or regulations made
         pursuant thereto. Where the context permits the singular shall
         include the plural and vice versa and the masculine gender shall
         include the feminine.

2.       ELIGIBILITY

2.1      Subject to the following provisions of this Rule 2, the Board shall
         have an absolute discretion as to the selection of persons to whom an
         Option is granted by the Company.

2.2      An Option shall not be granted to any person unless he is an Eligible
         Person.

2.3      An Option shall be personal to the Participant to whom it is granted
         and may not be transferred to or exercised by any other person other
         than his personal representatives.

2.4      An Option shall not be granted to any person at any time when he has
         or has within the preceding 12 months had, a Material Interest in a
         Close Company being either the Company or a company which has Control
         of the Company or is a member of a consortium which owns such a
         company.

3.       GRANT OF OPTIONS

3.1      An Option may, subject to Rule 2, be granted to a Participant at such
         times and on such terms in accordance with these Rules as the Board
         shall in its absolute discretion determine.

3.2      No Option may be granted after the expiry of the Operative Period.

3.3      As soon as practicable after the grant of an Option to a Participant
         by the Board pursuant to Rule 3.1, the Company shall issue to him, or
         procure the issue to him of an option certificate. The option
         certificate shall be issued under seal or in such manner as shall
         take effect as a deed of the Company. The option certificate shall be
         in the form determined by the Board from time to time (subject to the
         approval of the Inland Revenue), including in an electronic form, and
         shall state:

         (a)      the Date of Grant of the Option;

         (b)      the number of Shares in respect of which the Option is
                  granted;

         (c)      the Exercise Price;

         (d)      the date(s) on which the Option may be exercised and the
                  extent to which the Option may be exercised on any such
                  date;

         (e)      any performance-related conditions imposed pursuant to Rule
                  8 to which the Option is subject;

         (f)      any variation to the Vesting Commencement Date, if
                  appropriate;

         (g)      that the Participant agrees to indemnify each member of the
                  Group in respect of any tax liability arising in respect of
                  the exercise of an Option (to the extent permitted by law),

         and is otherwise in such form as the Board may from time to time
         determine.

3.4      A Participant shall be entitled to renounce, surrender or cancel, or
         agree to the cancellation of, an Option within the period of 30 days
         immediately following the date of grant and if any Option is so
         renounced, surrendered or cancelled it shall be deemed for the
         purposes of this Scheme never to have been granted.

3.5      An Option shall not be granted by any person other than the Company
         without the prior approval of the Board.

4.       EXERCISE PRICE

         The Exercise Price shall be determined by the Board but shall be not
         less than the greater of the Market Value of Shares at the date of
         grant and the nominal value of a Share.

5.       EXERCISE OF OPTIONS

5.1      Notice of Exercise

         An Option shall only be exercised by a Participant within such period
         as may be applicable by virtue of the terms on which the Option was
         granted and the provisions of Rules 7 and 8 below and subject thereto
         the exercise shall be effected in such form and manner as the Board
         may from time to time prescribe, including in an electronic form. In
         the absence of the Board prescribing to the contrary a Participant
         shall exercise an Option by his giving to the Company at its
         registered office prior notice in writing signed by the Participant,
         which notice shall specify the number of Shares (which shall be a
         multiple of 100 or be equal to the balance of the Shares remaining
         subject to the Option) in respect of which the Option is being
         exercised and shall be accompanied both by payment in full of the
         aggregate Exercise Price for the Shares in respect of which the
         Option is exercised and the option certificate evidencing the grant
         of the relevant Option for cancellation or amendment. The date of
         receipt of such notice shall (in the absence of the Board prescribing
         otherwise in the option certificate) be deemed to be the date of
         exercise of the Option or of the relevant portion of the Option, as
         the case may be.

5.2      Allotment

         The Company shall enter the Participant in the Company's register of
         members as the holder of the appropriate number of Shares within
         thirty days after the date of exercise of the Option (the date of
         such entry being, for the purposes of Rule 5.3 below, the "date of
         allotment") and (provided that the Company issues share certificates)
         the Company shall deliver to the Participant a definitive share
         certificate in respect thereof.

5.3      Rights of Shares

         Any Shares issued pursuant to Rule 5.2 above shall rank pari passu in
         all respects and form a uniform class with the Shares in issue on the
         date of allotment save that they shall not rank for or be entitled to
         any dividend or other distribution or any issue of Shares by way of
         capitalization of profits or reserves or any issue of securities by
         way of rights which under the terms of a resolution passed by the
         Company is to be or is proposed to be paid or made to the holders of
         Shares on the register on a date prior to the date of allotment. The
         Shares shall be issued subject to the Articles.

5.4      Listing

         The Company shall at its expense make application to the NASDAQ for
         the admission to trading on NASDAQ of all Shares allotted pursuant to
         the exercise of any Option if Shares are then traded on NASDAQ.

5.5      Condition Precedent


5.5.1    In the event that any PAYE Liability becomes due on the exercise of
         an Option, the Option may not be exercised unless:

         5.5.1.1    the Employing Company is able to deduct an amount equal to
                    the whole of the PAYE Liability from the Participant's net
                    pay for the next pay period; or

         5.5.1.2    the Participant has paid to the Employing Company an amount
                    equal to the PAYE Liability; or

         5.5.1.3    the sum of the amount that the Participant has paid to the
                    Employing Company in respect of the Employing Company's
                    obligation to satisfy the PAYE Liability and the total
                    amount that the Employing Company is able to deduct from
                    the Participant's net pay for the next pay period is equal
                    to or more than the PAYE Liability; or

         5.5.1.4    the Participant has given irrevocable instructions to the
                    Company's brokers (or any other person acceptable to the
                    Company) for the sale of sufficient Shares acquired on the
                    exercise of an Option to realize an amount equal to the
                    PAYE Liability and the payment of the PAYE Liability to
                    the Employing Company; or

         5.5.1.5    the Board determines otherwise.

5.5.2    An Option maybe granted subject to there being a condition that on
         exercise the Participant shall meet the Employing Company's Secondary
         Class 1 National Insurance Contributions due on the exercise
         cancellation or release of an Option. For this purpose, the
         Participant maybe required, if requested by the Employing Company at
         any time before the exercise of the Option, to enter into an election
         to transfer liability for such Secondary Class 1 National Insurance
         Contributions in a form approved by the Inland Revenue and acceptable
         to the Employing Company and to enter into such arrangements as may
         be approved by the Inland Revenue in order to secure that the payment
         of such liabilities is made on a timely basis.

6.       LIMITATIONS ON GRANTS

6.1      No options shall be granted pursuant to Rule 3 if such grant would
         result in the aggregate of:

         (a)      the number of shares over which subsisting Options have been
                  granted under the Unapproved Scheme after 21 March 2000,
                  this Scheme and the Amended and Restated 2000 Share Plan,
                  and any other share option plans which have previously been,
                  or may in the future be, adopted by the Company; and

         (b)      the number of shares which have been issued on the exercise
                  of Options granted under the Unapproved Scheme after 21
                  March 2000, this Scheme and the Amended and Restated 2000
                  Share Plan, and any other share option plans which have
                  previously been, or may in the future be, adopted by the
                  Company;

         exceeding the limit imposed by the Company from time to time.

6.2      Individual Limits

6.2.1    The number of Shares over which the Board may grant an Option to an
         Eligible Person on any date shall be limited so that the aggregate
         Market Value of those Shares and any other shares which may be
         acquired in respect of options previously granted to him under the
         Scheme and any other Approved Scheme, not being a savings related
         share option scheme, and established by the Company or any Associated
         Company of the Company does not exceed (pound)30,000 or such other
         amount as shall from time to time be specified in paragraph 6.1 of
         Schedule 4. For the purposes of this Rule the Market Value of a Share
         shall be calculated as at the time the option in respect of that
         Share was granted or such earlier time as may have been agreed in
         writing with the Board of Inland Revenue.

7.       TIME FOR EXERCISE OF OPTIONS

7.1      Notwithstanding the provisions of this Rule 7 the Option may not be
         exercised at any time when the Participant has a Material Interest
         with the Company.

7.2      Subject to the other provisions of Rule 5, this Rule 7 and Rule 8,
         the Option may not be exercised prior to such date or dates as
         provided in the Participant's option certificate ("the Vesting
         Dates") and to the extent stated in the Participant's option
         certificate.

7.3      If a Participant shall cease to be an Eligible Person by reason of
         circumstances giving rise to Termination for Cause the Option shall
         lapse and become of no effect.

7.4      If a Participant shall cease to be an Eligible Person otherwise than
         by reason of circumstances giving rise to Termination for Cause, the
         Participant (or his successors) may, subject to Rule 7.2 and Rule 8,
         exercise his Option to the extent not previously exercised by the
         Participant within two months of such cessation and to the extent not
         exercised after the end of that period the Option shall lapse and
         become of no effect.

7.5      For the purposes of this Rule 7 where a Participant's employment is
         terminated without notice he shall cease to be an Eligible Person on
         the date on which the termination takes effect and where the
         employment is terminated with notice he shall cease to be an Eligible
         Person on the date on which such notice is given.

8.       PERFORMANCE-RELATED CONDITIONS OF EXERCISE

8.1      The exercise of an Option shall be conditional upon the performance
         of the Company and, if the Board so determines, upon the performance
         of a Subsidiary and/or the Participant over such period and measured
         against such objective criteria as shall be determined by the Board
         and notified to the Participant when the Option is granted. If no
         such objective criteria are notified to the Participant when the
         Option is granted, this Rule 8 shall not apply in relation to the
         Option.

8.2      Any such condition may provide that the Option shall become vested in
         respect of a given number or proportion of the Shares over which it
         subsists according to whether, and the extent to which, any given
         performance target is met or exceeded.

8.3      After an Option has been granted the Board may, in appropriate
         circumstances, amend any performance-related condition of exercise of
         an option PROVIDED THAT no such amendment shall be made unless an
         event has occurred or events have occurred in consequence of which
         the Board reasonably considers, having due regard to the interests of
         the shareholders of the Company, that the terms of the existing
         performance-related condition(s) of exercise of the Option should be
         so varied for the purposes of ensuring that either the objective
         criteria against which the performance of the Company and/or any
         Subsidiary and/or the Participant will then be measured will be a
         fairer measure of such performance or that any amended performance
         condition will afford a more effective incentive to the Participant
         and will be no more difficult to satisfy than were the original
         condition(s) when first set.

8.4      If, in consequence of a performance condition being met, an Option
         becomes vested in respect of some but not all of the number of Shares
         over which it subsists it shall thereupon lapse and cease to be
         exercisable in respect of the balance of the Shares over which it was
         held.

9.       VARIATIONS IN THE SHARE CAPITAL OF THE COMPANY

9.1      Variation of Capital

         If at any time after the date of grant of an Option and before it
         ceases to be exercisable there is a variation of the share capital of
         the Company which involves the Shares by reason of:

         9.1.1    a capitalization of reserves; or

         9.1.2    a reduction, sub-division, or consolidation of capital,

         the Exercise Price and/or the number of Shares in respect of which
         the Option may be exercised shall be adjusted at the discretion of
         the Board to such extent and in such manner as the Auditors shall in
         their opinion consider confirm in writing to the Board to be fair and
         reasonable, but so that the aggregate Exercise Price payable on the
         exercise of an Option previously granted under these Rules shall not
         be increased or materially altered thereby and provided that any such
         adjustment shall be subject to prior approval of the Board of Inland
         Revenue.

9.2      Notification

         All Participants shall be notified in writing of any such adjustments
         as soon as practicable thereafter and the Company shall be entitled
         to call in the instruments evidencing the grant of the Options
         affected by such adjustments for endorsement or replacement, as may
         appear appropriate.

10.      SUBSTITUTE OPTIONS FOLLOWING CHANGE IN CONTROL OF THE COMPANY

10.1     Application

         This Rule 10 applies where a company (the "Acquiring Company"):

         10.1.1   obtains Control of the Company as a result of making:

                  (a)      a general offer to acquire the whole of the issued
                           share capital of the Company (other than that which
                           is already owned by the Acquiring Company and/or by
                           its holding company and/or by any subsidiary of its
                           holding company) made on a condition such that if
                           it is satisfied the Acquiring Company will have
                           Control of the Company; or

                  (b)      a general offer to acquire all the Shares (or such
                           Shares as are not already owned by the Acquiring
                           Company and/or by its holding company and/or by any
                           subsidiary of its holding company); or

         10.1.2   obtains Control of the Company in pursuance of a compromise
                  or arrangement sanctioned by the court under Section 425 of
                  the Companies Act 1985; or

         10.1.3   becomes bound or entitled to acquire shares in the Company
                  under Sections 428 to 430F of the Companies Act 1985.

10.2     Release of Options

         Subject to the conditions referred to in Rule 10.3, where this Rule
         10 applies, a Participant may, by agreement with the Acquiring
         Company and within the period referred to in Rule 10.4, release his
         Option (the "Old Option") in consideration of the grant to him of an
         option (the "New Option") over shares in the Acquiring Company or
         some other company falling within paragraph 16(b) or paragraph 16(c)
         of Schedule 4.

10.3     The Conditions

         The conditions referred to in Rule 10.2 are as follows:

         10.3.1   the shares over which the New Option is granted must comply
                  with the conditions of paragraphs 16 to 20 (inclusive) of
                  Schedule 4;

         10.3.2   the total market value (determined in accordance with Part
                  VIII of the Taxation of Chargeable Gains Act 1992) of the
                  Shares subject to the Old Option immediately before its
                  release must be equal to the total market value (as so
                  determined) immediately after the grant of the New Option of
                  the shares in respect of which the New Option is granted;
                  and

         10.3.3   the aggregate subscription price payable by the Participant
                  upon the exercise in full of his New Option must be equal to
                  the aggregate Exercise Price which would have been payable
                  by him had he exercised in full his Old Option in respect of
                  the total number of Shares subject to the Old Option at the
                  time of its release.

10.4     Period for Release

         The period referred to in Rule 10.2 is:

         10.4.1   in a case falling within Rule 10.1.1, six months beginning
                  with the time when the Acquiring Company obtains Control of
                  the Company and any condition subject to which the offer is
                  made is satisfied;

         10.4.2   in a case falling within Rule 10.1.2, six months beginning
                  with the time when the court sanctions the compromise or
                  arrangement; and

         10.4.3   in a case falling within Rule 10.1.3, the period during
                  which the Acquiring Company remains so bound or entitled.

10.5     Consequences of Release

         Where a Participant is granted a New Option in consideration of the
         release of his Old Option in accordance with Rule 10, then:

         10.5.1   the New Option shall be exercisable in the same manner as
                  the Old Option;

         10.5.2   the New Option shall be subject to the provisions of the
                  Scheme as it had effect in relation to the Old Option
                  immediately before its release; and

         10.5.3   with effect from the release, Rules 1, 5, 6, 8, 9, 10, 11,
                  (except Rules 11.1 and 11.2) and 13 shall, in relation to
                  the New Option, be construed as if references to the Company
                  and to Shares were references to the Acquiring Company and
                  to shares in the Acquiring Company or, as the case may be,
                  the other company in respect of whose shares the New Option
                  is granted.

11.      ADMINISTRATION OF THE SCHEME

11.1     General

         The Scheme shall in all respects be administered under the direction
         of the Board. The Board may make such rules for the conduct of the
         Scheme, not being inconsistent with the provisions of these Rules, as
         it shall think fit. Any dispute regarding the interpretation of the
         Scheme or the terms of any Option shall be determined by the Board
         (after seeking such advice as it shall consider necessary) and its
         decision shall be final and binding.

11.2     Committee

         The Board may delegate all or any of its powers in relation to the
         Scheme to a duly authorised committee of the Board.

11.3     Authorised Share Capital

         The Company shall at all times maintain an amount of authorised and
         unissued Shares sufficient to satisfy outstanding Options under the
         Scheme.

11.4     Articles of Association

         The provisions of the Articles for the time being with regard to the
         service of notices upon members of the Company shall apply mutatis
         mutandis to any notice to be given by the Company to Participants
         under the Scheme and all notices to be given to the Company under the
         Scheme shall be delivered or sent by post to the Company at its
         registered office.

11.5     Trustees

         Any member of the Group may provide money to the trustee or trustees
         of any trust or any other person to enable it, him or them to acquire
         Shares to be held for the purposes of the Scheme, to enter into any
         guarantee or indemnity for these purposes, to the extent permitted by
         Section 153 of the Companies Act 1985.

11.6     Copies of Documents

         The Participants shall be entitled to receive upon request copies of
         all accounts, circulars, and notices sent to holders of Shares.

12.      AMENDMENT OF THE SCHEME

12.1     Resolution of the Board

The Board shall at any time be entitled to amend by resolution all or any of
the provisions of the Scheme provided that:

         12.1.1   no amendment to the Scheme shall be made which would
                  prejudice the subsisting rights of existing Participants in
                  any manner without the prior written consent of existing
                  Participants entitled to exercise Options in respect of at
                  least three quarters of the total number of Shares over
                  which Options shall at that time be subsisting; and

         12.1.2   no amendment shall have effect until approved by the Board of
                  Inland Revenue.

12.2     Revenue Approval

         The Board may at any time by resolution and without other formality
         amend the Scheme in any way to the extent necessary to secure and
         maintain the approval of the Scheme by the Board of Inland Revenue
         under Schedule 4 and to ensure that such approval is not withdrawn
         pursuant to any statutory modifications of the provisions of the
         Taxes Act or ITEPA.

12.3     Notification

         On any such amendment being made by the Board all Participants shall
         be notified in writing as soon as practicable thereafter.

12.4     Termination

         The Board or the Company in General Meeting shall be entitled by
         resolution to terminate the Scheme at any time but Options previously
         granted shall continue to be valid and exercisable in accordance with
         the provisions of the Scheme.

13.      ADDITIONAL PROVISIONS

13.1     Conflict

         Every Option shall be subject to the condition that no Shares shall
         be issued to a Participant following the exercise of an Option if
         such issue would be contrary to any enactment or regulation for the
         time being in force of the United Kingdom, Israeli or of any other
         country having jurisdiction in relation thereto. The Company shall
         not be bound to take any action to obtain the consent of any
         governmental authority to such issue or to take any action to ensure
         that any such issue shall be in accordance with any such enactment or
         regulation if such action could in the opinion of the Board be unduly
         onerous.

13.2     Employment

         The rights and obligations of a Participant under his terms of
         employment with any member of the Group shall not be affected by his
         participation in the Scheme and the Scheme shall not afford to a
         Participant any additional right to compensation in consequence of
         the termination of his employment for any reason whatsoever.

13.3     Auditors

         In any matter in which they are required to act under these Rules the
         Auditors shall be deemed to be acting as experts and not as
         arbitrators.

13.4     Governing Law

         The Scheme shall be governed by and interpreted in accordance with
         English Law.

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                        CLICKSOFTWARE TECHNOLOGIES, LTD
                    APPROVED EXECUTIVE SHARE OPTION SCHEME
                              OPTION CERTIFICATE

Name of Optionholder:
Address of Optionholder:


Date of Grant
Maximum Number of Shares:
Exercise Price:
Vesting Dates:

Expiration Date:

ClickSoftware Technologies, Ltd HEREBY GRANTS to the Optionholder named above
an Option to acquire the above number of Shares in the Company at the above
Exercise Price.

This Option is exercisable subject to and in accordance with the rules of the
ClickSoftware Technologies, Ltd Approved Executive Share Option Scheme ("the
Scheme") as they are amended from time to time. It is exercisable in
accordance with the performance conditions and the limitations on exercise
contained in Part A and Part B respectively of the Schedule (if any) to this
Option Certificate and the rules of the Scheme (and in particular Rule 7).

To exercise the Option the Optionholder should complete the Notice of Exercise
on the reverse side of this Option Certificate.

The Optionholder agrees to be bound by their terms and conditions set out in
the rules of the ClickSoftware Technologies, Ltd Approved Executive Share
Option Scheme and the terms and conditions of exercise set out in the Schedule
to this Option Certificate (including for the avoidance of doubt Rule 5.5
relating to PAYE Liability and secondary class 1 NICs);

The Option is not transferable and will lapse upon the occasion of an
assignment, charge, disposal or other dealing with the rights conveyed by it.

EXECUTED AS A DEED by
CLICKSOFTWARE TECHNOLOGIES LTD
acting by:           Secretary/Director   ......................................

I HEREBY AGREE to accept the grant of this Option and agree and undertake

to be bound by their terms and conditions set out in the rules of the
ClickSoftware Technologies, Ltd Approved Executive Share Option Scheme and the
terms and conditions of exercise set out in the Schedule to this Option
Certificate (including for the avoidance of doubt Rule 5.5 relating to PAYE
Liability and secondary class 1 NICs);

<TABLE>
<CAPTION>
<S>                                                  <C>
SIGNED but not delivered until the date hereof       )
AS A DEED by ...................................     )
in the presence of:                                  )        .................................................
                                                              (Optionholder signature)
</TABLE>


Witness signature:         ........................................
Witness name (print)       ........................................
Address:                   ........................................
Occupation:                ........................................


<PAGE>


                                   SCHEDULE

                                    PART A
                            Performance Conditions


None




<PAGE>



                                    PART B
                            Limitations on Exercise


None




<PAGE>


                        CLICKSOFTWARE TECHNOLOGIES, LTD
                    APPROVED EXECUTIVE SHARE OPTION SCHEME
                         NOTICE OF EXERCISE OF OPTION




To:  Company Secretary
     ClickSoftware Technologies, Ltd

From: ..................................................(name in BLOCK CAPITALS)

........................................................................(ADDRESS)
.................................................................................
.................................................................................


I, being the holder of the Option represented by this Certificate, hereby
exercise the Option referred to overleaf in respect of .........................
of the shares over which the Option may be exercised, and request the allotment
or transfer to me of those shares in accordance with the rules of the Scheme and
the Articles of Association of the Company.

I enclose a cheque made payable to ClickSoftware Technologies, Ltd in the sum
of $............. being the aggregate Exercise Price payable in full for such
shares.

I am exercising my Option on the following basis:-

         (a)      It is more than 3 years since the date of grant of the
                  Option

                  or

         (b)      It is less than 3 years since the date of grant of the
                  Option and I am exercising within 2 months of leaving
                  employment for injury, disability, redundancy (within the
                  meaning of the Employment Rights Act 1996), retirement on or
                  after reaching the age at which I am bound to retire under
                  the terms of my contract of employment which for the
                  purposes of section 524 of ITEPA must not be less than 55

                  or

         (c)      I/we are the personal representative(s) of the optionholder
                  and I/we are exercising within 2 months of the date of death
                  of the optionholder

                  or

         (d)      It is less than 3 years since the date of grant of the
                  Option and I am exercising the Option in accordance with the
                  Rules of the Scheme

         Please delete the alternatives in 3 above which do not apply


Where I am exercising my option under 3(d) above then in respect of any amount
of:

                  (i)    income tax payable by deduction under Part 11 of ITEPA
                         ("PAYE"),


                  (ii)   primary Class 1 National Insurance Contributions
                         ("employee's NIC"), and

                  (iii)  secondary Class 1 National Insurance Contribution
                         ("employer's NIC")

                          ((i), (ii) and (iii) together hereinafter referred
                          to as "the PAYE Liability") due on the exercise of
                          this Option, either (please delete as appropriate)

                          (aa)       I enclose a cheque for (pound) [          ]
                                     payable towards that PAYE Liability and
                                     if such sum is less than the aggregate
                                     amount of the PAYE Liability due on this
                                     exercise, I hereby authorise the Company
                                     or my Employing Company to deduct any
                                     amount of shortfall from my net pay for
                                     the next pay period; or

                          (bb)       I hereby authorise the Company or my
                                     Employing Company to deduct an amount
                                     equal to the whole of the PAYE Liability
                                     from the my net pay for the next pay
                                     period; or

                          (cc)       I hereby confirm that I have given
                                     irrevocable instructions to the Company's
                                     brokers (a copy of which is attached to
                                     this Notice of Exercise) for the sale of
                                     sufficient shares acquired on the
                                     exercise of this Option to realise an
                                     amount equal to the PAYE Liability and
                                     for the payment of the PAYE Liability to
                                     the Company or my Employing Company.



I wish the Ordinary Shares to be registered as fully paid in my name and agree
to accept the Ordinary Shares subject to the Memorandum and Articles of
Association of the Company.


I request you to issue a Share Certificate in respect of the Ordinary Shares.



<TABLE>
<CAPTION>
<S>                                                                    <C>
Name (block letters)                                                   Signature
....................................................                    ...................................................

Address
....................................................                    Date     ........................................
....................................................
....................................................
</TABLE>



<PAGE>


NOTES:

1.   This form must be accompanied by payment of the Exercise Price for the
     shares in respect of which the Option is exercised.

2.   The Option may not be exercised in respect of less than 100 shares or
     (if less) all of the shares over which the Option subsists.

3.   The Scheme has been approved by the Inland Revenue. There is no charge to
     income tax on the receipt of a right to acquire shares under such a
     scheme. Subject to paragraph 4 below, under current tax rules a charge to
     tax and employee national insurance contributions will arise on the
     exercise of the Option on the difference between the market value of the
     shares at the date of exercise and the price paid for them if the Option
     is exercised within 3 years of grant or at any time when this Scheme is
     not approved by the Board of Inland Revenue. Any exercise after the third
     anniversary of the date of grant will not attract an income tax or
     employee national insurance contributions charge on exercise. You will be
     liable to capital gains tax on ultimate disposal of your Shares, subject
     to any available reliefs (e.g. the CGT annual exemption) whether or not
     you pay income tax on exercise of the Option. Any amount charged to
     income tax on the exercise of your Option will, however, form part of the
     base cost of your Shares for capital gains tax purposes. The above
     comments assume that the Scheme continues to be approved by the Inland
     Revenue until the date of exercise.

4.   If you are exercising the Option before the third anniversary of the date
     of grant and within two months of leaving employment of the Company or
     your Employing Company by reason of injury, disability, redundancy or
     retirement at or after your contractual normal retirement date you will
     not be liable to income tax and national insurance contributions.

5.   Employer secondary Class 1 contributions will also become due on any
     amount subject to tax and/or employee national insurance contributions.
     By signing your option certificate you have agreed to enter into an
     election to transfer such liability from your employer to yourself.

6.   IMPORTANT the Company does not undertake to advise you on the tax
     consequences of exercising your Option. If you are unsure of the tax
     liabilities which may arise, you should take appropriate professional
     advice before exercising your Option.