EMPLOYMENT AGREEMENT

WHEREAS, the Company desires to employ the Executive, and the Executive is willing to commit himself to be employed by the Company; and

WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship of the Executive with the Company;

NOW, THEREFORE , in consideration of the premises and the mutual agreements set forth below, and intending to be legally bound, the parties hereto hereby agree as follows:

1.            Personal Employment Agreement .  This Employment Agreement is the only agreement which shall govern the relations between the Company and the Executive, and shall exclusively determine the Executive’s terms of employment by the Company.  This Agreement shall be binding upon the parties, and shall not be subject to any other agreements or arrangements of any kind.

2.            Term .  The period of employment of the Executive by the Company and shall end on December 31, 2008, unless sooner terminated as provided in Section 5 hereof (such term being referred to herein as the “Employment Period”); provided, however, that the Employment Period shall automatically be extended for successive one year periods unless either of the parties shall give to the other party written notice of its desire not to so extend the Employment Period no later than six (6) months (upon a notice by the Executive) or nine (9) months (upon a notice by the Company)  prior to the expiration of the Employment Period.

As the Executive was employed by ATL, a subsidiary of the Company since June 1981, it is hereby agreed that he will enjoy full continuity of his social rights and tenure.

3.            Position and Duties .

(a)            During the Employment Period, the Executive shall serve as the President of TSG, and shall provide such other services to the Company as he shall be requested from time to time by the Company, its parent or affiliates.

(b)            The Executive agrees to devote all of his working time and efforts to the performance of his duties for the Company.

 (c)            The Executive’s services are included among the positions of management and the positions requiring a special degree of personal trust and the Company is not able to supervise the number of working hours of the Executive.  Accordingly, the provisions of the Hours of Work and Rest Law 1951 will not apply to the Executive and he will not be entitled to any additional remuneration whatsoever for his work with the exception of that specifically set out in this Agreement.

4.            Compensation and Related Matters .

(a)             Monthly Salary .  As compensation for the performance by the Executive of his obligations hereunder, during the Employment Period, the Company shall pay the Executive a monthly salary of 70,000 NIS which said sum shall be adjusted in accordance with the change in the Israeli Consumer Price Index (CPI) published by the Central Bureau of Statistics or any alternative agency (the “Monthly Salary”).  It is hereby stated that such adjustment to the CPI shall be deemed to include any incremental cost of living addition to which the Executive may become entitled (תוספות יוקר), and that the Executive shall not be entitled to such additions.  Once a year the Parties will review the Executive salary.

(b)            Gross Salary .  The Monthly Salary and all amounts required to be paid to the Executive by law represent the Executive’s gross salary, and include all of the salary components and various supplements and benefits and/or all supplements under any law and/or expansion order and/or any special or general collective bargaining agreement that may apply to the relations between the Company and the Executive.  It is hereby acknowledged and agreed that all payments to the Executive by the Company, including, without limitation, the Monthly Salary and other benefits and payments of any kind, as provided in this Agreement are, unless otherwise required by law, stated in gross figures, and there shall be deducted therefrom all relevant taxes and/or charges that shall apply to them, at the time of their payment, pursuant to any applicable law.

(c)             Options .  The Executive shall be entitled to participate in future allocations the options of the Company’s parent corporation, Ness Technologies Inc. (“Ness”), according to Ness policy regarding senior executives and in accordance with an option agreement that shall be signed and ewhen such allocation is executed.  It is hereby clarified that such options, if and when granted, shall be at all times subject to the Ness’ Employee Share Option Plan and the applicable provisions of the Israeli Tax Code and any rules and regulations promulgated thereunder.

(d)             Expenses .  The Company shall promptly reimburse the Executive for all reasonable business expenses incurred during the Employment Period by the Executive in performing services hereunder, including all expenses of travel and living expenses while traveling on business or at the request of and in the service of the Company and his home telephone expenses, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company, including the submission to the Company of appropriate vouchers or receipts for such expenses.

         (e)            Company Car . The Executive shall be entitled to use a Company car, in accordance with the Company’s policy and as customary for executives of the Company.  In such event, the Company shall pay all expenses in connection with the car, and shall reimburse the Executive for all income taxes imposed in connection with his use of the car.

(f)             Managers Insurance Policy .  During the Employment Period, the Company shall contribute to an insurance company as part of a Managers Insurance Policy, which shall be the property of the Company, an amount equal to 13 1/3% of the Executive’s salary (out of which 5% shall be for provident funds and 8 1/3% shall serve to cover severance compensation).  Any tax payable in respect of such contributions to the insurance company shall be paid by the Executive.  In addition, the Company shall deduct from the salary an amount equal to 5% of the Executive’s salary and contribute the same to the insurance company for such Managers Insurance Policy.  The aforementioned allocations made by the Company shall be in lieu of severance pay according to the Severance Pay Law, 1963.  The policy will include irrevocable instructions of the Company to an automatic transfer of title in the policy in the event of termination of employment for any reason.

(g)             Disability Insurance .  In addition to the foregoing, during the Employment Period the Company will bear the cost of disability insurance with an insurance company, which secures a monthly payment to the Executive.  In any event the amount paid by the Company for such insurance shall not exceed 2.5% of the Executive’s salary.

(h)             Vacation, Sickness Leave, Convalescence Payments .  The Executive shall be entitled to vacation, sickness leave and convalescence payments and to compensation in respect of earned but unused vacation days, determined in accordance with the Company’s vacation plan but not less than 25 vacation days, sickness leave days, and  convalescence days according to the Company’s policy.  Official state holidays in Israel shall not be considered as vacation days. The Executive shall be entitled to all vacation days and sickness leave accumulated during his employment  since 1981

(i)             Medical Examination .  The Company shall pay for one annual medical examination of the Executive (סקר רפואי שנתי), to be performed at a medical center of the Executive’s choice, provided that the cost of such examination shall not exceed the cost of a similar examination at the Tel-HaShomer hospital.  The Company will pay to a medical insurance policy of “Zion.”

(j)             Alternative Allocation of Payments .  At the Executive’s request, the Company shall modify the payments and benefits set forth in this Section 4 by increasing certain payments and benefits and decreasing others, in accordance with the Executive’s request, provided, however, that all such modifications shall not result in any increase to the overall cost to the Company of the Executive’s employment (including costs in connection with future entitlements of the Executive or his heirs).

(k)             Education Fund . The Company shall pay 7.5% of the Monthly Salary to an education fund account nominated by the Executive, provided the Executive will contribute 2.5% of his salary to that account.  All sums that are over the ceiling recognized by the Income Tax Regulations will be pai