<PAGE>

                                                                   EXHIBIT 10.22

                           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 21 January 2004 and such
                 amendments approved by the Board of the Inland
                                 Revenue on [ ]


                                   BIRD & Bird
                                 90 Fetter Lane
                                 London EC4A 1JP

                               Tel: 0171 415 6000
                               Fax: 0171 415 6111



                                       1

<PAGE>

                         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 NASDAQis 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;


                                       2
<PAGE>

        "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;
                                       3
<PAGE>

        "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.

                                       4
<PAGE>

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

                                       5
<PAGE>

        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

                                       6
<PAGE>

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 3,400,000 shares.

6.2     INDIVIDUAL LIMITS

                                       7
<PAGE>

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

                                       8
<PAGE>

        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:

                                       9
<PAGE>

                (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
<PAGE>

        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
<PAGE>

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

                                       12
<PAGE>

        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.



                                       13
<PAGE>

                         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);


SIGNED but not delivered until the date hereof   )
AS A DEED by .................................   )
in the presence of:                              )  .........................
                                                     (OPTIONHOLDER SIGNATURE)
Witness signature:    ........................
Witness name (PRINT)  ........................
Address:              ........................
Occupation:           ........................

                                       14
<PAGE>

                                    SCHEDULE

                                     PART A
                             PERFORMANCE CONDITIONS















                                       15
<PAGE>

                                     PART B
                             LIMITATIONS ON EXERCISE















                                       16
<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

                                       17
<PAGE>

                (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.



Name (block letters)                              Signature
...............................                    ..............................

Address
...............................                    Date     .....................
...............................
...............................









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

                                       18
<PAGE>

        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.


                                       19