PRECISE SOFTWARE SOLUTIONS LTD
INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>8
<FILENAME>ex10-19_10606.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>


DRAFT 10/15/98                                                     EXHIBIT 10.19
--------------                                                     -------------

                            INDEMNIFICATION AGREEMENT


         Agreement dated as of ___, 2000, between Precise Software Solutions,
Ltd., a company incorporated under the laws of the state of Israel (the
"COMPANY"), (which for the purposes of this Agreement shall include any
Subsidiary as defined herein) and _______________________(the "Indemnitee").

         WHEREAS, the Company desires to attract and retain highly qualified
individuals, such as the Indemnitee, to serve the Company;

         WHEREAS, the Indemnitee is currently providing valuable services to the
Company and the Company desires the Indemnitee to continue to do so;

         WHEREAS, the Company and the Indemnitee recognize the significant risk
of personal liability for Office Holders (as defined herein) which arises from
corporate litigation practices;

         WHEREAS, the Company and the Indemnitee further recognize that
liability insurance for the Company's Office Holders, when available, is often
available only at significant expense and provides for coverage of limited scope
and that competent and experienced persons are often unable or unwilling to
serve as Office Holders unless they are protected by comprehensive liability
insurance or indemnification;

         WHEREAS, the Company's Memorandum of Association ("MOA") and Articles
of Association ("AOA") do not prohibit or restrict contracts between the Company
and its Office Holders with respect to indemnification of such Office Holders;
and

         WHEREAS, in view of such considerations, the Company desires to
provide, independent from the indemnification to which the Indemnitee is
otherwise entitled by law and under the Company's MOA and AOA, indemnification
to the Indemnitee and the Expense Advances (as defined herein), all as set forth
in this Agreement to the maximum extent permitted by law;

         NOW, THEREFORE, to induce the Indemnitee to serve and/or continue to
serve the Company and in consideration of these premises and the mutual
agreements set forth in this Agreement, as well as other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Indemnitee hereby agree as follows:

         1. Definitions. For the purposes of this Agreement,

                  (a) "COMPANIES LAW" means The Companies Law 1999;
<PAGE>

                                      -2-

                  (b) "OFFICE HOLDER" has the meaning as this term is defined in
the Companies Law, including any person who: (i) is or was a director, officer,
employee, trustee or other agent or fiduciary of the Company; (ii) is or was
serving at the request, for the convenience, or to represent the interests of
the Company or a Company employee benefit plan, its participants or its
beneficiaries, as a director, officer, employee, trustee or other agent or
fiduciary of another corporation, limited liability company, partnership, joint
venture, trust or other entity (including, without limitation, any employee
benefit plan); or (iii) was a director, officer, employee, trustee or other
agent or fiduciary of a corporation, limited liability company, partnership,
joint venture, trust or other entity which was a predecessor of the Company, or
was a director, officer, employee, trustee or other agent or fiduciary of any
other such entity at the request of such predecessor. The use of the term
"Office Holder" shall not be construed to alter the legal relationship between
an Office Holder , as defined herein, and the Company.

                  (c) CLAIM. "Claim" means any threatened, pending or completed
action, suit, proceeding or alternative dispute resolution mechanism, or any
hearing, inquiry or investigation, whether conducted by the Company or any other
party, which the Indemnitee believes in good faith might lead to the institution
of any such action, suit, proceeding, alternative dispute resolution mechanism,
hearing, inquiry or investigation, whether civil, criminal, administrative,
investigative or any other type whatsoever, with respect to an Indemnifiable
Event.

                  (d) "CRIMINAL PROCEEDINGS" means criminal proceedings in which
an Office Holder was charged with criminal charges and was acquitted or the
conviction of an Office Holder in a strict liability criminal offense;

                  (e) EXPENSES. "Expenses" means all costs and liabilities of
any type or nature whatsoever (including, without limitation, all attorneys'
fees and related disbursements and other out-of-pocket costs, judgments, fines,
penalties and amounts paid in settlements) paid or incurred by or imposed upon
the Indemnitee in the investigation, defense, settlement or appeal of, or
otherwise in connection with, a Claim (including, without limitation, being a
witness) or in establishing or enforcing a right to indemnification under this
Agreement, the Company's MOA or AOA, Section 260 of the Companies Law or
otherwise, and any local or foreign taxes imposed on the Indemnitee as a result
of the actual or deemed receipt of any payments under this Agreement.

                  (f) "PERMITTED EXPENSES" means litigation expenses including
attorneys' fees, which an Office Holder has incurred or which have been imposed
on the Office Holder by a court of law (not including any judgment payment
and/or fines);

                  (g) EXPENSE ADVANCE. "Expense Advance" means a payment to the
Indemnitee of Expenses or Permitted Expenses in advance of the settlement of or
final judgment on any Claim.
<PAGE>

                                      -3-

                  (h) INDEMNIFIABLE EVENT. "Indemnifiable Event" means any event
or occurrence, whether occurring before or after the date of this agreement,
related to the fact that the Indemnitee is, or was, an Office Holder or by
reason of anything done or not done, or allegedly done or not done, by the
Indemnitee in the capacity of an Office Holder.

                  (i) INDEPENDENT LEGAL COUNSEL. "Independent Legal Counsel"
means an attorney or firm of attorneys selected by the Indemnitee and approved
by the Company (which approval shall not be unreasonably withheld) which has not
otherwise provided services for the Company or the Indemnitee within the prior
three years (other than in connection with such matters).

                  (j) REVIEWING PARTY. "Reviewing Party" means the person or
body appointed by the Company's Board of Directors pursuant to Section 10(c) and
in accordance with applicable law, which person or body shall be either members
of the Company's Board of Directors who are not interested in the particular
Claim or Independent Legal Counsel.

                  (k) SUBSIDIARY. "Subsidiary" means any corporation, limited
liability company, partnership, joint venture, trust or other entity of which
more than 50% of the outstanding voting securities are owned directly or
indirectly by the Company, by the Company and one or more other Subsidiaries, or
by one or more other Subsidiaries.

         2. AGREEMENT TO SERVE. The Indemnitee agrees to continue to serve the
Company as an Office Holder, at-will (or under separate agreement, if such
agreement exists), in the capacity in which the Indemnitee currently serves as
such Office Holder until such time as the Indemnitee tenders the Indemnitee's
resignation in writing; provided, however, that nothing contained in this
Agreement is intended to create, in either the Company or the Indemnitee, any
right to continued service by the Indemnitee.

         3. INDEMNIFICATION. Subject to the terms of this Agreement and the
applicable provisions of the Company's AOA and the Companies law, the Company
shall indemnify the Indemnitee for the following::

                  (a) Claims in Favor of the Company and Criminal Proceedings.
As to all Claims in favor of the Company and Criminal Proceedings, the Company
shall indemnify the Indemnitee against all Permitted Expenses.

                  (b) Claims by third parties. As to all Claims in favor of
third parties, the Company shall indemnify the Indemnitee against all Expenses.
(c) ENTITLEMENT TO INDEMNIFICATION. The Indemnitee shall be indemnified by the
Company as set forth in Section 3(a) 3(b) above, provided the Indemnitee has
acted in compliance with the following requirements:
<PAGE>

                                      -4-

                       (i) The Indemnitee has acted in good faith and in a
              manner the Indemnitee reasonably believed to be in or not opposed
              to the best interests of the Company, provided that in the case of
              any criminal action or proceeding, the Indemnitee had no
              reasonable cause to believe that his or her conduct was unlawful.
              The termination of any Claim by judgment, order, settlement
              (whether with or without court approval), conviction or upon a
              plea of nolo contendere or its equivalent shall not, of itself,
              create a presumption that (i) the Indemnitee did not act in good
              faith and in a manner which the Indemnitee reasonably believed to
              be in or not opposed to the best interests of the Company; (ii)
              the Indemnitee had reasonable cause to believe that his or her
              conduct was unlawful; or (iii) a court determined that
              indemnification is not permitted by applicable law.

                       (ii) The acts of the Indemnitee were performed while
              acting as an Office Holder solely on behalf of and for the benefit
              of the Company.

         4. ADDITIONAL INDEMNIFICATION. It is the intent of the parties hereto
that (i) in the event of any change, after the date of this Agreement, in any
applicable law which expands the right of the Company to indemnify or make
Expense Advances to an Office Holder to a greater degree than would be afforded
currently under the Company's AOA, vote of the shareholders, disinterested
directors, the provisions of applicable law and this Agreement, the Indemnitee
shall enjoy by this Agreement the greater benefits afforded by such change and
(ii) this Agreement be interpreted and enforced so as to provide indemnification
and Expense Advances under such circumstances as set forth in this Agreement, if
any, in which the providing of indemnification or Expense Advances would
otherwise be discretionary.

         5. EXCLUSIONS. Any other provision of this Agreement to the contrary
notwithstanding, the Company shall not be obligated to indemnify or provide
Expenses Advances to the Indemnitee:

                  (a) to the extent any such indemnification or Expense Advance
would be unlawful;

                  (b) to the extent that the Indemnitee actually received from
any other source (including an insurer) amounts otherwise payable hereunder; or

                  (c) to the extent based upon or attributable to the Indemnitee
gaining in fact a personal profit to which he was not legally entitled,
including without limitation profits made from the purchase and sale by the
Indemnitee of equity securities of the Company which are recoverable by the
Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, any
acts performed in contradiction to the applicable 'insider trading' rules and
regulations under the Securities Law - 1968, and profits arising from
transactions in publicly traded securities of the Company which were effected by
the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of
1934, including Rule 10b-5 promulgated thereunder;
<PAGE>

                                      -5-

provided that notwithstanding the foregoing provisions of this Section 5, the
Indemnitee shall be entitled under Section 6 to receive Expense Advances with
respect to any Claim unless and until a court having jurisdiction over such
Claim shall have made a final determination (as to which all rights of appeal
therefrom shall have been exhausted or lapsed) that the Indemnitee is prohibited
from receiving indemnification with respect thereto.

         6. EXPENSE ADVANCES. Within five business days of receipt by the
Company of an undertaking (the "Undertaking"), substantially in the form
attached hereto as Exhibit 1, by or on behalf of the Indemnitee to repay the
amount of any Expense Advance with respect to any Claim if and to the extent
that it shall ultimately be determined that the Indemnitee is not entitled to
indemnification for such amount under the terms of this Agreement, the Company
shall make Expense Advances to the Indemnitee. The Undertaking shall be
unsecured and shall bear no interest.

         7. NON-EXCLUSIVITY; CONTINUATION.

                  (a) The indemnification and Expense Advances pursuant to this
Agreement shall not be deemed exclusive of any other rights to which the
Indemnitee may be entitled under the Company's AOA, any vote of the Company's
shareholders or disinterested directors, any other agreement, any law or
otherwise, both as to actions in the Indemnitee's official capacity and as to
actions in another capacity while an Office Holder. All agreements and
obligations of the Company contained in this Agreement shall continue as to the
Indemnitee while the Indemnitee is an Office Holder and after the Indemnitee has
ceased to be an Office Holder.

                  (b) The Company shall not adopt any amendment to the AOA the
effect of which would be to deny, diminish or encumber the Indemnitee's rights
to indemnity pursuant to the AOA, the Companies Law or any other applicable law
as applied to any act or failure to act occurring in whole or in part prior to
the date (the "Effective Date") upon which the amendment was approved by the
Board of Directors or the shareholders of the Company, as the case may be. In
the event that the Company shall adopt any amendment to the AOA the effect of
which is to deny, diminish or encumber the Indemnitee's rights to indemnity,
such amendment shall apply only to acts or failures to act occurring entirely
after the Effective Date thereof unless the Indemnitee shall have voted in favor
of such adoption as a director or holder of record of the Company's voting
shares , as the case may be. Notwithstanding anything contained in this
Paragraph 7(b) to the contrary, any amendment to the AOA described in this
paragraph, the effect of which would be to deny, diminish or encumber in any way
Indemnitee's right to indemnity under the AOA or this Agreement or under
applicable law, shall not affect Indemnitee's rights under this Agreement, which
rights will remain in full force and effect.

         8. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any
provision of this Agreement or otherwise to indemnification or Expense Advances
by the Company for a portion, but not all, of any Expenses incurred by the
Indemnitee, the Company shall indemnify or provide Expense Advances to the
Indemnitee (as the case may be) for the portion thereof to which the Indemnitee
is entitled.
<PAGE>

                                      -6-

         9. CONTRIBUTION. If indemnification is unavailable by reason of a court
decision described in Section 10(d) based on grounds other than that set forth
in Section 5, then in respect of any Claim in which the Company is jointly
liable with the Indemnitee (or would be if joined in such Claim), the Company
shall contribute to the amount of the Indemnitee's Expenses in such proportion
as is appropriate to reflect (i) the relative benefits received by the Company
on the one hand and by the Indemnitee on the other hand from the transaction
from which such Claim arose, and (ii) the relative fault of the Company on the
one hand and of the Indemnitee on the other hand in connection with the events
which resulted in such Expenses, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of the
Indemnitee on the other shall be determined by a mutually agreed upon
Independent Legal Counsel with reference to, among other things, the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent the circumstances resulting in such Expenses. The Company agrees that it
would not be just and equitable if contribution pursuant to this Section 9 were
determined by pro rata allocation or any other method of allocation which does
not take account of the foregoing equitable considerations.

         10. PROCEDURES.

                  (a) NOTICE. Promptly after receipt by the Indemnitee of notice
of the commencement, or the threat of commencement, of any Claim, the Indemnitee
shall, if the Indemnitee believes that indemnification or Expense Advances with
respect thereto may be sought from the Company by the Indemnitee pursuant to
this Agreement, notify the Company of the commencement or threat of commencement
thereof pursuant to a sworn statement substantially in the form attached hereto
as Exhibit 2. Any failure of the Indemnitee to provide such notice to the
Company shall not, however, relieve the Company of any liability which it may
have to the Indemnitee unless and to the extent such failure causes material
adverse impact upon the interests of the Company. If, at the time it receives
such notice from the Indemnitee, the Company has directors' and officers'
liability insurance in effect, the Company shall give prompt notice of the
commencement, or the threat of commencement, of such Claim to the insurers in
accordance with the procedures set forth in the respective applicable insurance
policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as
a result of such Claim in accordance with the terms of such policies; provided
that no such payments by such insurers shall relieve the Company of any
liability or obligation which it may have to the Indemnitee except as and to the
extent expressly provided under this Agreement.
<PAGE>

                                      -7-

                  (b) ASSUMPTION OF DEFENSE. If the Company shall be obligated
to pay Expenses arising in connection with any Claim against the Indemnitee, the
Company shall be entitled to assume the defense of such Claim, with counsel
approved by the Indemnitee (whose approval shall not be unreasonably withheld),
upon the delivery to the Indemnitee of notice of its election to do so. After
delivery of such notice, approval of such counsel by the Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to the
Indemnitee under this Agreement for any fees and expenses of counsel
subsequently incurred by the Indemnitee with respect to the same Claim; provided
that (i) the Indemnitee shall have the right to employ the Indemnitee's own
counsel in connection with any Claim at the Indemnitee's expense; (ii) if (A)
the employment of counsel by the Indemnitee shall have been previously
authorized by the Company, (B) the Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and the Indemnitee
in the conduct of such defense, or (C) the Company shall not, in fact, have
employed counsel to assume the defense of such Claim, in each such case the fees
and expenses of the Indemnitee's counsel shall be paid by the Company; and (iii)
the Company shall not settle any Claim in any manner which would impose any
penalty, limitation or unindemnified Expense on the Indemnitee without the
Indemnitee's consent. If the Reviewing Party is Independent Legal Counsel, then
the Indemnitee shall select such Independent Legal Counsel as determined in
Section 1(f).
<PAGE>

                                      -8-

                  (c) DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. In the
  event of any demand by the Indemnitee for indemnification under this Agreement
  or otherwise, the Board of Directors of the Company shall promptly designate
  whether the Reviewing Party shall be members of the Company's Board of
  Directors or Independent Legal Counsel. The Reviewing Party shall determine
  that indemnification is proper if it finds that the Indemnitee has met the
  required standard of conduct set forth in Section 3(c) and that
  indemnification is not prohibited pursuant to Section 5. If the Reviewing
  Party consists of members of the Company's Board of Directors, it shall act by
  a majority vote. If the Reviewing Party is Independent Legal Counsel, the
  determination of the Reviewing Party shall be rendered in the form of a
  written legal opinion. Subject to Sections 10(d) and 11, any indemnification
  under Sections 3 and 4 shall be made by the Company only as authorized in the
  specific case and upon the determination of the Reviewing Party that the
  Indemnitee is entitled to indemnification in the circumstances because the
  Indemnitee has met the standard of conduct set forth in Section 3(c) and that
  indemnification is not prohibited pursuant to Section 5. The Indemnitee's
  demand for indemnification shall create a presumption that the Indemnitee is
  entitled to indemnification and the Reviewing Party shall have 30 days from
  the date of receipt of the Indemnitee's demand in which to render in writing
  and deliver to the Indemnitee its determination. If the Reviewing Party makes
  no timely determination, the Reviewing Party shall be deemed to have
  determined that the Indemnitee is entitled to the indemnification demanded. If
  the Reviewing Party determines, which determination shall be based upon clear
  and convincing evidence sufficient to rebut the aforesaid presumption of
  entitlement, that the Indemnitee is not entitled to indemnification, in whole
  or in part, in the circumstances because the Indemnitee has not met the
  standard of conduct set forth in Section 3(c) or because the indemnification
  is prohibited pursuant to Section 5, the Indemnitee shall (i) be entitled to
  obtain a favorable determination or to appeal such negative determination in
  the manner provided in Sections 10(d) and 11 and (ii) not be required to
  reimburse the Company for any Expense Advances or Expenses theretofore paid to
  or on behalf of the Indemnitee until a final determination has been made with
  respect to the Indemnitee's legal entitlement to indemnification (as to which
  all rights of appeal therefrom shall have been exhausted or shall have
  lapsed).

                  (d) INDEMNITEE'S RIGHTS ON UNFAVORABLE DETERMINATION.
Notwithstanding a determination by a Reviewing Party or any forum listed in
Section 11 that the Indemnitee is not entitled to indemnification with respect
to a specific Claim, or any claim, issue or matter therein, the Indemnitee shall
have the right to apply to the Court of Chancery of Delaware or any other court
of competent jurisdiction for the purpose of determining and enforcing the
Indemnitee's right to indemnification pursuant to this Agreement or otherwise
and the Company hereby consents to service of process and agrees to appear in
any such proceeding. Such court shall find that the Indemnitee is entitled to
indemnification unless the Company shall prove by clear and convincing evidence
that (i) the Indemnitee did not meet the applicable standard of conduct required
to entitle the Indemnitee to such indemnification pursuant to Section 3(c) or
that indemnification is prohibited pursuant to Section 5, and (ii) the
requirements of Section 3(c)(ii) have not been met.
<PAGE>

                                      -9-

         11. APPEAL OF A REVIEWING PARTY'S DETERMINATION OF NO RIGHT TO
INDEMNIFICATION.

                  (a) The Indemnitee shall be entitled to select from the
following alternatives a forum in which the validity of a Reviewing Party's
determination that the Indemnitee is not entitled to indemnification will be
heard, which forum shall determine that the Indemnitee is entitled to such
indemnification unless such forum determines that there is clear and convincing
evidence that (i) the Indemnitee did not meet the applicable standard of conduct
required to entitle the Indemnitee to such indemnification pursuant to Section
3(c) or that indemnification is prohibited pursuant to Section 5, and (ii) the
requirements of Section 3(c)(ii) have not been met:

                  (A) those members of the Company's Board of Directors who are
disinterested parties with respect to the Claim, acting by a majority vote;

                  (B) Independent Legal Counsel, in a written opinion; or

                  (C) those shareholders of the Company who are disinterested
parties with respect to the Claim, acting by a majority vote.

                  (b) As soon as practicable, and in no event later than 30 days
after notice of the Indemnitee's choice of forum pursuant to Section 11(a), the
Company shall, at its own expense, submit to the selected forum in such manner
as the Indemnitee or the Indemnitee's counsel may reasonably request, the basis
for the determination that the Indemnitee is not entitled to indemnification,
and the Company shall act in the utmost good faith to assure the Indemnitee a
complete opportunity to defend against and appeal such determination.

         12. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall bind
and inure to the benefit of the successors, heirs, personal and legal
representatives and assigns of the parties hereto, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all,
substantially all or a substantial part of the business or assets of the
Company. The Company shall require and cause any successor (whether direct or
indirect, and whether by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part of the business or assets of the
Company, by written agreement in form and substance satisfactory to the
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.
<PAGE>

                                      -10-

         13. EXPENSES AND EXPENSE ADVANCES TO ENFORCE THE AGREEMENT. It is the
intent of the Company that the Indemnitee shall not be required to incur any
Expenses arising from any effort to enforce the Indemnitee's rights under this
Agreement, because incurring such Expenses would substantially detract from the
benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it
should appear to the Indemnitee that the Company has failed to comply with any
of its obligations under this Agreement or if the Company or any other person or
entity (other than the Court of Chancery of Delaware or any other court of
competent jurisdiction in a final determination, as which all rights of appeal
therefrom shall have been exhausted or shall have lapsed) takes any action to
declare this Agreement or any provision hereof void or unenforceable, or
institutes any action, suit or proceeding designed (or having the effect of
being designed) to deny or recover from the Indemnitee the benefits intended to
be provided to the Indemnitee hereunder, the Company hereby irrevocably
authorizes the Indemnitee from time to time to retain counsel of the
Indemnitee's choice to represent the Indemnitee in connection with the
enforcement of the Indemnitee's rights under this Agreement. If the Indemnitee
is successful in whole or in part in enforcing the Indemnitee's rights under
this Agreement, the Company shall pay and be solely responsible for the
Expenses.

         14. NOTICES. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i) when
delivered by hand or (ii) if mailed by certified or registered mail with postage
prepaid, on the third business day after the mailing date. Addresses for notice
to either party shall be as shown on the signature page of this Agreement or as
subsequently modified by the addressee by such written notice.

         15. SEVERABILITY. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
(i) the validity, legality and enforceability of the remaining provisions of the
Agreement (including, without limitation, all portions of any paragraph of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, (ii) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, all
portions of any paragraph of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable and (iii) to
the fullest extent possible, any such provision held to be invalid, illegal or
unenforceable shall be reformed so as to be valid, legal and enforceable and to
give effect to the intent manifested by such provision.

         16. MODIFICATIONS, AMENDMENTS, AND WAIVERS. No modification or
amendment of this Agreement, or waiver of any of the provisions hereof, shall be
binding unless executed in writing by both of the parties hereto, in the case of
a modification or amendment, or by the waiving party, in the case of a waiver.
No waiver of any such provision shall be deemed to constitute a waiver of such
provision on any other occasion or a waiver of any other provision.

         17. CONSENT TO JURISDICTION. The Company and the Indemnitee each hereby
irrevocably consent to the non-exclusive jurisdiction of the competent courts of
the Tel Aviv District in Israel, for any purpose in connection with any action
or proceeding which arises out of or relates to this Agreement.
<PAGE>

                                      -11-

         18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the state of Israel, as applied to
contracts between Israeli residents entered into and to be performed entirely
within Israel.

         19. SUBROGATION. In the event of payment by the Company under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of the Indemnitee, who agrees, at the sole expense of
the Company, to execute all papers reasonably required and to do all other acts
and things that may be reasonably necessary on the part of the Indemnitee to
secure such rights, including the execution of documents necessary to enable the
Company to bring suit to enforce such rights.

         20. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the
entire understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof.

         21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

         22.
<PAGE>

                                      -12-

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


Name:
     ----------------------------------------------------
     For and on behalf of Precise Software Solutions Ltd.

Address: 1 Hashikma Street, P.O.B. 88, Savyon 56518, Israel

Name:
     ----------------------------------------------------
     Indemnitee

Address:
        -------------------------------------------------
<PAGE>

                                      -13-

                                                                       Exhibit 1
                                                                       ---------
                                   UNDERTAKING
                                   -----------

         1. This Undertaking is submitted pursuant to the Indemnification
Agreement dated as of ________________ between Precise Software Solutions, Ltd.,
a company incorporated under the laws of the state of Israel (the "COMPANY"),
and the undersigned (the "Agreement"). Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Agreement.

         2. I am requesting certain Expense Advances in connection with a Claim.

         3. I hereby undertake to repay such Expense Advances if it shall
ultimately be determined that I am not entitled to be indemnified by the Company
therefor under the Agreement.

         4. The Expense Advances are, in general, all related to:



                                     Signed:
                                            ------------------------------

                                     Dated:
                                           -------------------------------

<PAGE>
                                      -14-

                                                                       Exhibit 2
                                                                       ---------

                            INDEMNIFICATION STATEMENT
                            -------------------------

         I, [NAME], being first duly sworn, do depose and say as follows:

         1. This Indemnification Statement is submitted pursuant to the
Indemnification Agreement dated as of ____________ __, 2000 between Precise
Software Solutions, Ltd., a company incorporated under the laws of the state of
Israel (the "COMPANY") (the "Company"), , and the undersigned.

         2. I am requesting indemnification against Expenses (as defined in the
Agreement), all of which have been or will be incurred by me in connection with
an actual or threatened action, suit or proceeding to which I am a party or am
threatened to be made a party.

         3. With respect to all matters related to any such action, suit or
proceeding, I am entitled to be indemnified as herein contemplated pursuant to
the aforesaid Indemnity Agreement.

         4. Without limiting any other rights which I have or may have, I am
requesting indemnification against Expenses which have or may arise out of

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</TEXT>
</DOCUMENT>
