AMENDMENT NO. 1 TO OUTSOURCING AGREEMENT

                                                                    EXHIBIT 4.12

                    AMENDMENT NO. 1 TO OUTSOURCING AGREEMENT

This AMENDMENT NO. 1 TO OUTSOURCING AGREEMENT (this "AGREEMENT"), entered into

as of the __ day of April, 2005 by and among ONE SOFTWARE TECHNOLOGIES (O.S.T.)

LTD., a company organized and existing under the laws of the State of Israel

and/or any of its wholly owned subsidiaries ("CONTRACTOR"); ATTUNITY SOFTWARE

SERVICES (1991) LTD. (a/k/a "Meyad") and ATTUNITY ISRAEL (1992) LTD., each a

company organized and existing under the laws of the State of Israel

(collectively, the "COMPANY").

                                   WITNESSETH:

WHEREAS, the parties entered into an Outsourcing Agreement, dated November 7,

2004 (the "OUTSOURCING AGREEMENT"), pursuant to which Contractor agreed to

provide certain outsourcing services to the Company; and

WHEREAS, the parties wish to amend the Outsourcing Agreement;

NOW THEREFORE, in consideration of their mutual covenants and agreements

hereinafter set forth, the parties hereto hereby agree as follows:

1.    Section 4.1 of the