ClickSoftware Technologies, Inc

                                 Mr Corey Leibow

              7888 Golden eagle Way, Pleasanton , California 94588

                               Tel. (925) 484-0573

                              EMPLOYMENT AGREEMENT


  THIS AGREEMENT IS ENTERED INTO AS OF NOVEMBER 6, 2000 (THE "EFFECTIVE DATE")
                                 by and between
                        ClickSoftware Technologies, Inc

             (THE "COMPANY"), and Mr Corey Leibow (THE "EXECUTIVE").


         1.   DUTIES AND SCOPE OF EMPLOYMENT.
              ------------------------------

              (a) POSITIONS AND DUTIES. As of the Effective Date, Executive will
serve as the Chief Operating Officer "COO") of the Company primarily responsible
for sales and product deployment worldwide.  Executive will render such business
and  professional  services in the  performance of his duties,  consistent  with
Executive's  position within the Company, as shall reasonably be assigned to him
by the Chief  Executive  Officer  of the  Company  (the  "CEO")).  The period of
Executive's  employment  under  this  Agreement  is  referred  to  herein as the
"Employment Term."

              (b)  OBLIGATIONS.  During  the  Employment  Term,  Executive  will
perform his duties faithfully and to the best of his ability and will devote his
full  business  efforts  and  time  to the  Company.  For  the  duration  of the
Employment  Term,   Executive  agrees  not  to  actively  engage  in  any  other
employment,  occupation  or  consulting  activity  for any  direct  or  indirect
remuneration without the prior approval of the Board. The office location of the
Executive  will  be at the  Campbell  office  of the  Company,  and  unless  the
Executive is traveling on business,  this office will be is primary  location of
operation.


         2.   AT-WILL  EMPLOYMENT.
              -------------------
              The parties agree that the Executive's employment with the Company
will be "at-will"  employment  and may be terminated at any time with or without
cause  or  notice.  Executive  understands  and  agrees  that  neither  his  job
performance nor promotions,  commendations, bonuses or the like from the Company
give rise to or in any way serve as the basis for  modification,  amendment,  or
extension,  by implication or otherwise,  of his employment with the Company. 3.
Compensation.

              (a) BASE SALARY.  During the Employment Term, the Company will pay
Executive as compensation  for his services a base salary at the annualized rate
of [$210,000] (the "Base Salary").  The Base Salary will be paid periodically in
accordance  with the Company's  normal  payroll  practices and be subject to the
usual, required withholding.

              (b) BONUS.  In addition  to the Base  Salary,  Executive  shall be
entitled to earn an annual  performance bonus of $170,000 (the "Bonus") at plan.
Such Bonus, if any, shall be based on the  achievement of target  milestones and
objectives  to be determined by the CEO after  consultation  with  Executive and
shall be paid on a quarterly  basis.  The Bonus may be reviewed  annually by the
Compensation  Committee  of  the  Board  for  possible  increases  in  light  of
Executive's performance.

              (c) STOCK OPTION.  As of the  Effective  Date,  Executive  will be
granted a stock  option to purchase  [275,000]  shares of the  Company's  Common
Stock at an exercise  price of the market value at the closing price on the last
business day prior to your first day of employment  (the  "Option").  Subject to
the accelerated  vesting provisions set forth herein, the Option will vest as to
25% of the shares subject to the Option one year after the date of grant, and as
to 1/48th of the shares  subject to the Option monthly  thereafter,  so that the
Option  will be fully  vested  and  exercisable  four (4) years from the date of
grant,  subject to Executive's  continued service to the Company on the relevant
vesting  dates.  The  Option  will be  subject  to the  terms,  definitions  and
provisions of the Company's  Stock Plan (the "Option Plan") and the stock option
agreement by and between  Executive  and the Company  (the "Option  Agreement"),
both of which documents are incorporated herein by reference.


<PAGE>

         4.   EMPLOYEE BENEFITS.
              -----------------
              During  the  Employment  Term,   Executive  will  be  entitled  to
participate in the employee benefit plans currently and hereafter  maintained by
the Company, including, without limitation, the Company's group medical, dental,
vision,  disability,  and flexible-spending  account plans. The Company reserves
the right to cancel or change the  benefit  plans and  programs it offers to its
employees at any time.

         5.   VACATION.
              --------
              Executive  will be entitled to paid vacation of [4] weeks per year
in accordance with the Company's  vacation policy,  with the timing and duration
of specific vacations mutually and reasonably agreed to by the parties hereto.

         6.   EXPENSES.
              --------
              The  Company  will  reimburse  Executive  for  reasonable  travel,
entertainment  or other expenses  incurred by Executive in the furtherance of or
in  connection  with  the  performance  of  Executive's  duties  hereunder,   in
accordance  with the Company's  expense  reimbursement  policy as in effect from
time to time.

         7.   SEVERANCE.
              ---------
              (a) INVOLUNTARY  TERMINATION.  If Executive's  employment with the
Company  terminates  other than  voluntarily or for "Cause" (as defined herein),
and  Executive  signs and does not revoke a standard  release of claims with the
Company,  then[,  subject to Section  11],  Executive  shall be  entitled  to to
receive continuing payments of severance pay (less applicable withholding taxes)
at a rate equal to his Base Salary  rate,  as then in effect,  for a period of 3
months from the date of such termination, if termination occurs within the first
12 months of employment,  or for a period of 6 months if the termination  occurs
at any time thereafter, to be paid periodically in accordance with the Company's
normal payroll policies.

              (b) VOLUNTARY  TERMINATION;  TERMINATION FOR CAUSE. If Executive's
employment with the Company terminates  voluntarily by Executive or for Cause by
the Company,  then (i) all vesting of the Option will terminate  immediately and
all  payments  of  compensation  by the  Company  to  Executive  hereunder  will
terminate immediately (except as to amounts already earned).

         8.   CHANGE OF CONTROL  BENEFITS.
              ---------------------------
              In the event of a "Change of  Control"  (as defined  below)  ,that
occurs prior to to the executive's  separation of service from the company,  50%
of the remaining  unvested  options shall have the vesting  accelerated so as to
become  vetsed  as of the  date  of the  Change  of  Control  is  effective,  If
followinga  change of control,  the  surviving  entity  cannot or will not offer
Executive a comparable  position,  then 100% of the remaining  unvested  Options
will have the vesting  accelerated  so as to become vetsed as of the last day of
employment of Executive.  Thereafter,  the Option will continue to be subject to
the terms, definitions and provisions of the Option Plan and Option Agreement.

         9.    DEFINITIONS.
               -----------

              (a) CAUSE.  For purposes of this Agreement,  "Cause" is defined as
(i) an act of  dishonesty  made by  Executive  in  connection  with  Executive's
responsibilities as an employee, (ii) Executive's conviction of, or plea of nolo
contendere to, a felony, (iii) Executive's gross misconduct, or (iv) Executive's
continued  substantial  violations of his employment  duties after Executive has
received a written demand for  performance  from the Company which  specifically
sets forth the factual  basis for the  Company's  belief that  Executive has not
substantially performed his duties.

              (b) CHANGE OF CONTROL. For purposes of this Agreement,  "Change of
Control" of the Company is defined as: (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.

                                       2
<PAGE>

         10.  CONFIDENTIAL  INFORMATION.
               -------------------------
              Executive agrees to enter into the Company's standard Confidential
Information and Invention  Assignment  Agreement (the "Confidential  Information
Agreement") upon commencing employment hereunder.

         11.  CONDITIONAL NATURE OF SEVERANCE PAYMENTS.
              ----------------------------------------

              (a)  NONCOMPETE.  Executive  acknowledges  that the  nature of the
Company's  business is such that if  Executive  were to become  employed  by, or
substantially  involved in, the business of a competitor  of the Company  during
the twelve (12) months following the termination of Executive's  employment with
the Company,  it would be very difficult for the Executive not to rely on or use
the Company's  trade secrets and  confidential  information.  Thus, to avoid the
inevitable   disclosure  of  the  Company's   trade  secrets  and   confidential
information, Executive agrees and acknowledges that Executive's right to receive
the  severance  payments  set forth in  Section 7 (to the  extent  Executive  is
otherwise entitled to such payments) shall be conditioned upon the Executive not
directly or indirectly engaging in (whether as an employee,  consultant,  agent,
proprietor,  principal,  partner,  stockholder,  corporate officer,  director or
otherwise),  nor having any  ownership  interested  in or  participating  in the
financing, operation, management or control of, any person, firm, corporation or
business that competes with Company in the category of Service  Optimization  or
any other future  category that the company enters while  Executive is a Company
employee..  Upon any breach of this section,  all severance payments pursuant to
this Agreement shall immediately cease.

              (b)  NON-SOLICITATION.  Until  the  date one (1)  year  after  the
termination of Executive's employment with the Company for any reason, Executive
agrees and acknowledges that Executive's right to receive the severance payments
set forth in Section 7 (to the extent  Executive is  otherwise  entitled to such
payments) shall be conditioned  upon Executive not either directly or indirectly
soliciting, inducing, attempting to hire, recruiting,  encouraging, taking away,
hiring any  employee  of the  Company or causing an employee to leave his or her
employment either for Executive or for any other entity or person.

              (c) UNDERSTANDING OF COVENANTS.  The Executive  represents that he
(i) is familiar with the foregoing  covenants not to compete and not to solicit,
and  (ii) is  fully  aware  of his  obligations  hereunder,  including,  without
limitation,  the  reasonableness  of the  length of time,  scope and  geographic
coverage of these covenants.]

         12.  ASSIGNMENT.
              ----------
              This  Agreement  will be binding  upon and inure to the benefit of
(a) the heirs, executors and legal representatives of Executive upon Executive's
death and (b) any  successor of the Company.  Any such  successor of the Company
will be deemed substituted for the Company under the terms of this Agreement for
all purposes. For this purpose,  "successor" means any person, firm, corporation
or other  business  entity  which at any time,  whether by  purchase,  merger or
otherwise,  directly or  indirectly  acquires  all or  substantially  all of the
assets or business of the  Company.  None of the rights of  Executive to receive
any form of compensation  payable  pursuant to this Agreement may be assigned or
transferred  except by will or the laws of descent and  distribution.  Any other
attempted assignment,  transfer,  conveyance or other disposition of Executive's
right to compensation or other benefits will be null and void.

         13.  NOTICES.
              -------
              All notices, requests, demands and other communications called for
hereunder  shall be in  writing  and  shall be  deemed  given (i) on the date of
delivery if  delivered  personally,  (ii) one (1) day after being sent by a well
established  commercial  overnight  service,  or (iii) four (4) days after being
mailed by registered or certified mail,  return receipt  requested,  prepaid and
addressed to the parties or their successors at the following  addresses,  or at
such other addresses as the parties may later designate in writing:

              If to the Company:

              CEO at the company address by certified mail, or personally handed

              If to Executive:

              at the last residential address known by the Company.


         14.  SEVERABILITY.
              ------------
              In the event that any provision hereof becomes or is declared by a
court of  competent  jurisdiction  to be illegal,  unenforceable  or void,  this
Agreement will continue in full force and effect without said provision.


                                       3
<PAGE>

         15.  MEDIATION AND ARBITRATION.
              -------------------------
              Executive  agrees that any dispute or controversy  arising out of,
relating  to, or in  connection  with  this  Agreement,  or the  interpretation,
validity,  construction,  performance,  breach, or termination thereof, shall be
addressed as follows:

               (a) First,  discussed in a face-to-face meeting between Executive
               and the  Company  CEO who  shall be  authorized  to make  binding
               commitments  on behalf of Company.  This  meeting will be held at
               the company offices, or at a a location reasonably  convenient to
               Executive  and CEO,  and within 14 days after  either party gives
               written notice to the other proposing such a meeting.

               (b) Second,  if, in the opinion of either party,  the meeting has
               not  successfully  resolved  such  matters  and if desired by any
               person or entity involved in the claim,  submitted to non-binding
               mediation  for a  minimum  of  eight  hours  before  a  mediation
               organization  approved by all such persons and/or  entities or by
               Judicial  Arbitration and Mediation Service (JAMS) if the parties
               cannot agree on a mediation organization.

               (c) If the dispute  remains  unsettled,  the parties shall submit
               the  matter to  binding  arbitration  to be held in Santa  Clara,
               California  in  accordance   with  the  National  Rules  for  the
               Resolution of Employment  Disputes then in effect of the American
               Arbitration  Association (the "Rules").  The arbitrator may grant
               injunctions or other relief in such dispute or  controversy.  The
               decision of the arbitrator will be final,  conclusive and binding
               on the parties to the arbitration. Judgment may be entered on the
               arbitrator's decision in any court having jurisdiction.

               (d) The arbitrator(s)  will apply California law to the merits of
               any dispute or claim,  without reference to rules of conflicts of
               law.  The  arbitration  proceedings  will be  governed by federal
               arbitration  law and by the  Rules,  without  reference  to state
               arbitration  law. The Executive  hereby  consents to the personal
               jurisdiction   of  the  state  and  federal   courts  located  in
               California for any action or proceeding  arising from or relating
               to this  Agreement  or relating to any  arbitration  in which the
               parties are participants.

              15.  (e)EXECUTIVE  HAS READ AND  UNDERSTANDS  THIS SECTION,  WHICH
DISCUSSES  ARBITRATION.  EXECUTIVE  UNDERSTANDS  THAT BY SIGNING THIS AGREEMENT,
EXECUTIVE  AGREES  TO SUBMIT  ANY  CLAIMS  ARISING  OUT OF,  RELATING  TO, OR IN
CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION,  VALIDITY,  CONSTRUCTION,
PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS
ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND
RELATES  TO THE  RESOLUTION  OF ALL  DISPUTES  RELATING  TO ALL  ASPECTS  OF THE
EMPLOYER/EMPLOYEE  RELATIONSHIP,  INCLUDING  BUT NOT LIMITED TO,  DISCRIMINATION
CLAIMS.

               (f)  Each  party  will be  responsible  for  its own  cost in the
               mediation/arbitration processes


         16.  INTEGRATION.
              -----------
              This Agreement,  together with the Option Plan,  Option  Agreement
and the Confidential  Information  Agreement represents the entire agreement and
understanding between the parties as to the subject matter herein and supersedes
all prior or  contemporaneous  agreements  whether  written or oral.  No waiver,
alteration,  or  modification of any of the provisions of this Agreement will be
binding unless in writing and signed by duly authorized  representatives  of the
parties hereto.


         17.  TAX WITHHOLDING.
              ---------------
              All payments  made pursuant to this  Agreement  will be subject to
withholding of applicable taxes.

                                       4
<PAGE>

         18.  GOVERNING  LAW.
              --------------
              This  Agreement  will be  governed  by the  laws of the  State  of
California (with the exception of its conflict of laws provisions).


         19.  ACKNOWLEDGMENT.
              --------------
              Executive  acknowledges that he has had the opportunity to discuss
this matter with and obtain advice from his private attorney, has had sufficient
time to, and has carefully read and fully understands all the provisions of this
Agreement, and is knowingly and voluntarily entering into this Agreement.


                                       5
<PAGE>

              IN  WITNESS  WHEREOF,  each  of  the  parties  has  executed  this
Agreement,  in the case of the Company by their duly authorized officers,  as of
the day and year first above written.


<TABLE>
<CAPTION>

         [COMPANY]



        <S>                                                                  <C>
         By:      /s/ Moshe BenBassat                                        Date:    11/5/2000
             ----------------------------------------                        -----------------------------

         Title:   CEO
                 ------------------------------------



         [EXECUTIVE]



                  /s/ Corey Leibow                                           Date:    11/5/2000
                 ------------------------------------                        -----------------------------
         [Executive]

</TABLE>

         APPENDICES

         1.   CONFIDENTIALITY AGREEMENT
         2.   OPTION PLAN
         3.   OPTION AGREEMENT

                                       6