EXHIBIT 4.3

                             FIRST AMENDMENT TO THE

                     T.T.I. TEAM TELECOM INTERNATIONAL LTD.

                         2004 EMPLOYEE SHARE OPTION PLAN

     T.T.I. Team Telecom International Ltd., a company organized under the laws
of the State of Israel (the "COMPANY"), originally adopted the TTI Team Telecom
International Ltd. 2004 Employee Share Option Plan (as amended from time to
time, the "PLAN") effective as of December 29, 2004. Section 13.2 of the Plan
allows the Board of Directors of the Company to amend the Plan in certain
respects at any time or from time to time, subject to the approval of the
Shareholders of the Company if such is required by applicable law or
regulations.

     In order to amend the Plan in certain respects, an amendment to the Plan
has been adopted by a resolution of the Board of Directors of the Company on
June 20, 2006, and was approved by the shareholders of the Company on August 10,
2006, effective as of such date. This First Amendment to the Plan, together with
the Plan, constitutes the entire Plan as amended to date.

     1. Effective as of August 10, 2006, the first sentence of Section 6 of the
Plan is hereby amended in its entirety to read as follows:

     "6. RESERVED SHARES. The total number of Shares that may be subject to
     Options granted under this Plan shall not exceed 1,500,000 in the
     aggregate, subject to adjustments as provided in Section 11 hereof."

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Executed on August 10, 2006

T.T.I. TEAM TELECOM INTERNATIONAL LTD.

By:

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Title: Meir Lipshes, CEO and Israel Ofer, CFO