Exhibit 10.31


Employment Contract


NESS
Slovensko, a.s.

with its registered seat at Na Hrebienku 31, Bratislava 811 02

Identification No. 00 603 783, VAT No.: 2020486732


registered in the
Commercial Register of the District Court Bratislava I, Section Sa, Insert 89/B,

acting through Milan Slanina and Vlastimil Daníček, members of the board of directors


(hereinafter the
“Employer”)


of the one part


and


Ivan
Hruška

Permanently residing at Kuzmányho 7, 040 01 Košice,

birth index no.: 590904/6891


(hereinafter the
Employee)


of the other parts


have entered into
this Employment Contract pursuant to Section 42 et seq. of Act No. 311/2001

Coll., the Labour Code


In consideration of their obligations set forth
herein and wishing to be bound hereby, the parties have agreed as follows:


1.                 RECITALS


1.1.                 The
parties hereby establish an employment relationship between the Employee and
the Employer.


2.                 SUBJECT
OF THE CONTRACT


2.1.                 The
subject of this Contract is the regulation of the terms of performance of the
Employee’s work for the Employer.


3.                 WORK
TYPE


3.1.                 The
Employer hereby employs the Employee as the President of Ness Europe focusing
on the consolidation of NESS Slovensko, a.s.


3.2.                 Detailed
specification of the type of work under the previous paragraph is set forth in
the annex hereto, which is an integral part of this Contract. The Employee
acknowledges that the performance of work for the Employer requires maximum
flexibility in the performance of individual work tasks.


4.                 PLACE
OF PERFORMANCE OF THE WORK


4.1.                 The
place of performance of the work is Košice. The Employer may send the Employee
to a business trip for the necessary period.


4.2.                 At
the same time, the Employee has been notified that a major part of the work
specified in Article 3 above is performed at the operating facilities of
customers or in other offices of the Employer and that the Employee will work
at such premises if necessary for the performance of his work tasks.











5.                 START
DATE


5.1.                 The
start date of the Employee’s work has been agreed on 1 January 2007.


5.2.                 This
date is the date of the establishment of a formal relationship between the
Employee and the Employer.


6.                 DURATION
OF THE EMPLOYMENT AND NOTICE PERIOD


6.1.                 The
employment relationship has been agreed for an unlimited period of time


6.2.                 A
6-month notice period has been agreed pursuant to Section 62 of the
Labour Code, beginning with the first day of the calendar month following the
service of the notice.


7.                 WORKING
TIME AND VACATION


7.1.                 It
has been agreed that the weekly working time shall amount to 40 hours (in
words: forty hours) a week Monday to Friday, with an uneven work schedule. The
Employee shall be entitled every working day to a one-hour meal break. In
exceptional cases in which the Employee performs work at a customer’s premises,
the work can be scheduled differently and adjusted to the possibilities of
performance of work at the customer’s premises. The Employer may order overtime
work to the Employee to the extent permitted by the law.


7.2.                 The
parties have agreed that the Employee is entitled to vacation for a period
which is five days longer than the minimum statutory vacation entitlement.


7.3.                 The
time when the Employee will take vacation shall be specified by the Employer in
order to ensure reasonable balance between the Employee’s interests and the
business interests of the Employer.


8.                 BASIC
WAGE, NON-MANDATORY AND VARIABLE WAGE COMPONENTS AND PAY  DAYS


8.1.                 The
Employee is entitled to a wage for his work performed for the Employer in
accordance with a wage assessment, which is attached hereto as an integral part
of this Contract.


8.2.                 The
amount of the monthly wage covers any overtime work, as the wage also contains,
pursuant to Section 121(2) of the Labour Code, also remuneration for
overtime work, and the Employee does not become entitled by virtue thereof to
any further wage or time-off.


8.3.                 The
wage is payable retroactively by the 15th day of the following calendar month.


9.                 EMPLOYER’S
RIGHTS AND OBLIGATIONS


9.1.                 Since
the date of establishment of the employment relationship, the Employer is
obliged to allocate to the Employee work in accordance with the provisions
hereof, to create for the Employee all conditions necessary for successful
performance of the determined work tasks and to comply with all other duties
prescribed by the Employer by applicable laws.


9.2.                 During
the existence of the employment relationship, the Employer shall provide to the
Employee an automobile for business and private purposes. Fuel costs shall be
covered by the Employer, except for fuel consumed by the Employee on private
trips, which shall be covered by the Employee.


9.3.                 During
the existence of the employment relationship, the Employer shall provide to the
Employee working aids and instruments necessary for the performance of the
Employee’s work tasks, which shall be further specified in the wage assessment
or in another corporate document.


9.4.                 During
the existence of the employment relationship, the Employer shall pay health
insurance for the Employee and his family members.











9.5.                 During
the existence of the employment relationship, the Employer shall pay IAPA
insurance for the Employee.


9.6.                 The
Employer shall withhold from the Employee’s wages all amounts prescribed by
applicable laws.


10.          EMPLOYEE’S
RIGHTS AND OBLIGATIONS


10.1.          The
Employer undertakes to fully use the agreed working time for the performance of
assigned work tasks, to perform these tasks in person, diligently,
professionally, in good quality and in time, to work in accordance with his
capacities, knowledge and abilities in compliance with the requirements of the
current working rules and directives issued by the Employer, or resulting
from the nature of the performed work or from the Employee’s position. Any
breach of these requirements shall be deemed a breach of the work discipline. A
serious breach of work discipline may result in termination of the employment
relationship with the Employee.


10.2.          The
Employer shall adhere to the instructions of his supervisors and of the
Employer and undertakes to comply with principles of cooperation with the other
employees.


10.3.          The
Employer shall comply with applicable laws relating to the work performed by
him and with all other regulations with which he has been familiarized by the
Employer.


10.4.          The
Employee shall duly manage any means entrusted to him for the performance of
the agreed work type and shall safeguard and protect the Employer’s property
from any damage, loss, destruction and misuse. Any damage to entrusted means
shall be reported by the Employee to the Employee in the pre-determined manner.
In the case of termination of the employment, the Employee shall return to the
Employer all entrusted means in the condition in which took them over, save for
ordinary wear and tear.


10.5.          If
the Employee is entrusted cash, stamps, merchandise, materials or other
valuables for the performance of the agreed work type, the Employee undertakes
to execute with the Employer an agreement on material liability pursuant to
Section 182 of the Labour Code, and to confirm to the Employer in writing
that he has taken over such valuables. The Employer may determine that the
execution of such agreement on material liability is a condition of the
Employee’s eligibility for the performance of the work.


10.6.          In
the case that the Employee is entrusted, as determined by the Employer, certain
things for the performance of the agreed work type (e.g. a computer, mobile
phone, automobile etc.), the Employee undertakes to issue to the Employer,
pursuant to Section 185 of the Labour Code, a written acknowledgement of
acceptance of such valuables.


10.7.          The
Employee agrees that he may be sent to a business trip and undertakes to also
perform his work tasks at such trip.


11.          PERFORMANCE
OF OTHER GAINFUL ACTIVITY


11.1.          The
Employee undertakes not to perform, without prior express written consent of
the Employer, directly or indirectly, any other activities beside this agreed
employment relationship, which would be identical with or similar to  the activities representing the object of
business activities of the Employer, whether alone or for another employer.
This obligation shall stay in force for 6 months after the termination of his
employment. The Employee undertakes to refrain from any activities that are in
conflict with the Employer’s interests; inter
alia, the Employee undertakes to refrain from taking any steps that
may result in a loss of the Employer’s employees or customers. This obligation
shall stay in force for 1 year after the termination of his employment.


11.2.          The
Employee undertakes to defend in any circumstances the good name, prosperity
and justified interests of the Employer and to use all acquired knowledge in
the Employer’s favour. 











The Employee is
obliged to represent adequately and appropriately the Employer during the
performance of the Employee’s work.


11.3.          Any
breach of a duty agreed in this Article 11 is deemed to be a serious
breach of work discipline pursuant to Section 68(1)(h) of the Labour Code,
due to which the Employer may terminate the employment relationship with
immediate effect.


12.          COPYRIGHT


12.1.          If
the Employee creates as an author or co-author, for the purpose of performance
of duties arising to him from his employment, a work pursuant to the Copyright
Act (hereinafter the “Employee’s Work”), the Employer shall be the original
holder of the right to use such work and to grant permission with each use
thereof in all forms listed in Article 18(2) of Act No. 618/2003
Coll. on Copyright and Related Rights (hereinafter the “Copyright Act”), and
shall be entitled to carry out in its name and on its account all proprietary
rights relating to such work subject to the terms of the Copyright Act. During
the exercise of proprietary rights to the Employee’s Work by the Employer, the
Employee, as the author of such work, shall refrain from the exercise of the
proprietary rights to such work. The author’s fee to which the Employee shall
be entitled due to the use and dissemination of the work and to the exercise of
other proprietary rights thereto by the Employer is included in the
remuneration which is paid to the Employee by the Employer hereunder. The
Employer’s rights arising from the creation of an author’s work by the Employee
shall not be affected by any termination of the Employee’s employment with the
Employer.


12.2.          If
the Employee creates during the performance of his work tasks arising from the
employment a product which meets the criteria of an invention or an industrial
design, all legal relations between the Employee and the Employer resulting
therefrom shall be governed by applicable laws; the fee to which the Employee
shall be entitled due to the creation of such invention or industrial design is
included in the remuneration paid to the Employee by the Employer under this
Contract.


12.3.          An
employee who has created an invention during the performance of tasks arising
from his employment (hereinafter the “author”) shall notify the Employer
thereof in writing without undue delay and shall hand over to the Employer all
basic data and materials necessary for the assessment of such invention. The
Employer may claim from the author in writing the right to the solution within
three months after the notice referred to in the previous sentence. An employee
who has created an industrial design the performance of tasks arising from his
employment shall notify the Employer thereof in writing without undue delay and
shall hand over to the Employer at the same time a drawing of the design.


12.4.          If
the Employee creates during the performance of his work tasks arising from the
employment a product which meets the criteria of intellectual property
protected by the law, all legal relations between the Employee and the Employer
resulting therefrom shall be governed namely by the principles set forth in
Articles 12.1. and 12.2., particularly with regard to the Employer’s
right to use such product and the fee for creation of such product, and by
applicable laws.


12.5.          If
the Employee creates, based on the experience and/or materials acquired during
the existence of this employment, the Employee undertakes to offer this product
for use first of all to the Employer under terms similar to the terms set forth
herein.















13.                    OBLIGATION
OF CONFIDENTIALITY


13.1.          The
Employee undertakes to keep confidential all facts learned by him in connection
with his performance of work for the Employer which have the nature of business
secret and the disclosure of which to third parties could affect in any way
whatsoever business interests and/or good name of the Employer and/or his
business partners and clients. Confidential information includes, without
limitation, all information about customer databases, data files and
technologies, as well as all information relating to suppliers, customers,
individuals or companies related economically or personally with them and any
third parties maintaining any business relations with the Employer.


13.2.          The
Employee may not disclose to the public communication media any information
relating to the Employer, its business partners or business interests, unless
granted prior consent of the Employer.


13.3.          The
Employee may not make copies or excerpts from any working materials and basic
data in any form, included databases and intangible data, for purposes other
than the Employer’s purposes. In the case of termination of his employment, the
Employer shall return to the Employer under a protocol all working materials
and data and any copies thereof.


13.4.          A
breach of any duty agreed in this Article shall be deemed to be a serious
breach of work discipline within the meaning of Section 68(1)(b) of the
Labour Code, due to which the Employer shall be entitled to terminate his
employment with immediate effect.


13.5.          The
Employee’s obligation to keep confidential and protect confidentiality of
information acquired from the Employer during the existence of the employment
relationship shall survive for three years, in the above-defined scope, any
termination of the employment.


14.                    PROTECTION
OF PERSONAL DATA


14.1.          The
Employee agrees with processing his personal data by the Employer subject to
the terms defined below.


14.2      The Employer may only process such data the
content and scope of which corresponds to the purpose of their processing.


14.3.          In
order to maintain the personal data up-to-date, the Employer shall correct or
destroy personal data which have become outdated during their processing.


14.4.          The
Employer shall be liable for personal data security by protecting them from
theft, loss, damage, unauthorized access, change or dissemination.


14.5.          The
Employer shall keep confidential all processed personal data and the
termination of their processing.


14.6.          Upon
the Employee’s request, the Employer shall provide to the Employee within
30 days any information related to the processing of personal data,  shall correct all data that are incorrect or
that have become outdated during their processing, if so required by his
purpose, and shall liquidate all personal data the purpose of which has been
met.


14.7.          The
Employee represents that he agrees with transfer of his personal data abroad;
the liability for security of such transferred data rests with the Employer.


14.8.          The
Employee further agrees that the Employer hands over his personal data to
companies based in other countries that are members of the same holding as the
Employer within the meaning of Act No. 513/1991 Coll., the Commercial
Code, as amended, and in accordance with the relevant corporate regulation of
the Employer relating to personal data protection if its employees, and in the
following scope: name, surname, permanent residence address, wages,
professional knowledge and experience of the Employee.











15.                    FINAL
PROVISIONS


15.1.          Any
rights and obligations of the Employer and the Employee not expressly regulated
herein shall be governed by generally binding Slovak laws, particularly by the
Labour Code No. 311/2001 Coll., as amended, or by corporate regulations of
the Employer.


15.2.          This
Contract represents the entire agreement of the parties regarding the subject
matter hereof and supersedes all prior verbal or written agreements of the
parties


15.3.          This
Contract may be amended solely by written agreement of the parties.


15.4.          This
Contract is executed in two (2) counterparts, one (1) for each of the
parties.


Annexes:


Detailed job description

Wage assessment


The
parties represent that they have read this Contract and agreed with its
content, IN WITNESS WHEREOF they attach their signatures below:




	
  Bratislava, 29
  December 2006

  	
   

  	
  Bratislava, 29 December 2006

  
	
  /s/ MILAN
  SLANINA

  	
   

  	
  /s/ IVAN
  HRUSKA

  
	
  Milan Slanina, member of the board of directors

  	
   

  	
  Ivan Hruška

  
	
  /s/ VLASTIMIL DANÍčEK

  	
   

  	
   

  
	
  Vlastimil Daníček,
  member of the board of directors

  	
   

  	
   

  






 















DETAILED JOB DESCRIPTION


Setting strategic business plans of the Employer, also
in relation to other companies of the same holding as the Employer based in
Europe, and supervision over the implementation of these plans.


Setting principles of the Employer’s marketing
activities, also in relation to other companies of the same holding as the
Employer based in Europe.


Ensuring integration of newly acquired subsidiaries of
the Employer into the overall structure of the Employer, also in relation to
other companies of the same holding as the Employer based in Europe.


Ensuring proper functioning of financial processes,
human resources activities and purchases of the Employer and supervision over
such processes, also in relation to other companies of the same holding as the
Employer based in Europe.


Ensuring proper operation of corporate controlling
mechanisms of the Employer, quality and methodology management, also in
relation to other companies of the same holding as the Employer based in
Europe.















SALARY
DETERMINATION


NESS Slovensko, a.s.


with its registered office
Na Hrebienku 31, Bratislava 811 02

Identification No. 00 603 783, Tax Identification
No. 2020486732

registered in the Commercial Registrer maintained by the District Court of
Bratislava I, Section Sa., Insert 89/B

acting by Milan Slanina and Vlastimil Daníček, members of the Board of Directors


SALARY
DETERMINATION


Ivan
Hruška

residing at Kuzmányho 7, 040 01 Košice, rodné číslo: 590904/6891 as the employee


based on the Labor
contract, Section 8


shall be as of 1st of
January 2007 entitled for the salary in the following amount:

(the salary has been stipulated with respect to the overtime and the
emergency readiness)


1.                 The sum in the
amount of SKK 684.500,- shall be stipulated as a fixed basic monthly wage.


2.                 The sum in the
amount of SKK 456.300,- per month shall be considered as a flexible part
of the wage in case of 100% fulfillment of criteria specified by the company.


3.                 The flexible part
of the wage shall be paid out quarterly on the pay day following the
quarter, as an advanced payment per the first, second and third quarter
maximally to the amount of 50 % from the amount related to the relevant
quarter. The flexible part of the wage shall be paid in case the employee will
fulfill the criteria stipulated for the relevant quarter and it can be supposed
that the employee will fulfill the yearly criteria also.


4.                 Per the fourth
quarter the employee shall be entitled to the settlement of the whole amount of
the flexible part of his wage aliquotly according to the fulfillment of the
criteria specified by the company in the scope of 0%-100% of the flexible
part of the wage. The settlement of the whole amount of the flexible part of
the wage shall be made on the basis of the annual financial
statements being subject to audit, without any undue delay immediately after
them being at disposal.


5.                 The settlement of
the whole flexible part of the wage shall be made on the date of the
termination of the employment also.


The amount of salary shall be each January of the
relevant year reconsidered by the employer based on the results of the
employee, and may be changed, but only on the basis of the agreement of both
sides.


This salary determination shall be counted as the
integral part of the labor contract of the employee and may be changed only
based on the agreement of both sides.


In
Bratislava, on 29.12.2006




	
  /s/ MILAN SLANINA

  	
   

  	
  /s/ IVAN HRUšKA

  
	
  Milan Slanina, member of the board of directors

  	
   

  	
  Ivan Hruška

  
	
  /s/ VLASTIMIL DANÍčEK

  	
   

  	
   

  
	
  Vlastimil Daníček,
  member of the board of directors