AGREEMENT OF LIRAZ SYSTEMS LTD., LIRAZ EXPORT (1990) LTD. AND ARIE KILMAN Pursuant to Rule 13d-1(k)

                                                                      Exhibit 1

                        AGREEMENT OF LIRAZ SYSTEMS LTD.,
                            LIRAZ EXPORT (1990) LTD.
                                 AND XXXX XXXXXX

                            Pursuant to Rule 13d-1(k)

     The  undersigned  hereby agree that the  Statement on Schedule 13D to which
this  Agreement  is annexed as Exhibit 1 may be filed by Liraz  Systems  Ltd. on
behalf of each of them in accordance  with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934.

Dated: Xxxxx 0, 0000

                                                XXXXX SYSTEMS LTD.


                                                By:    /s/  Xxxx Xxxxxx
                                                   --------------------------
                                                       Xxxx Xxxxxx
                                                       President


                                                LIRAZ EXPORT (1990) LTD.


                                                By:    /s/   Xxxx Xxxxxx
                                                   ---------------------------
                                                       Xxxx Xxxxxx
                                                       President


                                                      /s/  Xxxx Xxxxxx       
                                                   ---------------------------
                                                   Xxxx Xxxxxx