Exhibit
10.18


SEPARATION
AND RELEASE AGREEMENT


THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”)
is entered into as of the 12 day of 
March, 2007, by and between Raviv Zoller (“Executive”) and Ness
Technologies, Inc. (the “Company”).


WHEREAS, Executive
entered into an amended and restated employment agreement with the Company,
dated as of August 13, 2001, which was subsequently amended effective as of
January 1, 2004 and January 1, 2006 (collectively, the “Employment Agreement”);
and


WHEREAS, Executive
voluntarily decided to terminate his employment and resign from his positions
as the President and Chief Executive Officer of the Company, effective as of
March 16, 2007; and


WHEREAS, Executive
agreed to remain a member of the Company’s Board of Directors at least until
the 2007 annual meeting;


WHEREAS, Executive
is entitled to certain severance benefits under the Employment Agreement, and
the Company agreed to continue and pay Executive for certain consulting
services to be provided by Executive to the Company;


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereby
agree as follows:


1.             Separation
Date.


(a)           Executive
acknowledges that his last day of employment as the President and Chief
Executive Officer of the Company shall be March 16, 2007 (the “Separation Date”).  The Company agrees to pay Executive in accordance
with the Company’s expense reimbursement policy and procedures that represents
full and complete reimbursement for any and all expenses incurred by Executive
through the Separation Date.  Executive
agrees to fully cooperate, to the extent reasonably necessary, in executing any
documentation as may be necessary to facilitate a smooth transition of
Executive’s duties and responsibilities to other Company executives.


(b)           Executive
shall continue to serve as a member of the Company’s Board of Directors at least
until the 2007 annual meeting of the shareholders, unless otherwise agreed in
writing. The Company will release Executive from his positions in the Company’s
subsidiaries within 14 days of the Separation Date, and Executive will sign any
requested resignation letters in respect thereof.


2.             Consulting
Services.  As of March 16, 2007 and
until September 15, 2007, Executive will be available to provide consulting
services to the Company, as shall be mutually agreed upon by the Company’s
Chairman and Executive, at such times as Executive shall determine. It is
agreed that if Executive is asked to assist the Company with any mergers and
acquisitions transactions, the parties will agree on separate consideration.













3.             Severance.  The Company agrees to continue paying
Executive 100% of Executive’s current base salary and benefits (i.e., company
car and mobile phone, Managers Insurance Policy, Disability Insurance, Advanced
Study Fund, vacation days, including accumulated and unused vacation and
medical examination) through March 15, 2008 and shall pay him the minimum
annual bonus for 2007 as per his Employment Agreement.  All payments will be made according to the
Company’s regular payroll practices and will be less applicable tax withholding
obligations and payroll deductions. 
Executive acknowledges and agrees that other than the severance benefits
done under this Agreement and the remaining obligations due the Executive under
the Employment Agreement, the Executive shall not otherwise be due any monies
from the Company, including any unpaid salary, bonus, benefits, or other
compensation.


4.             Special
Payment.  In consideration of the
extension of Executive’s non-competition obligations as provided herein, his
assignment to the Company of all intellectual property created or revised by
the Executive during his employment with the Company including, without
limitation, all copyright rights, his waiver of all moral rights in all
materials and concepts developed by him during his employment, and the
continued use by the Company of his name, likeness, and reputation in
connection with the Company's business, his agreement to remain on the Company’s
Board as described in Section 1(b) hereof, 
and to provide consulting services as described in Section 2 hereof,
Executive will be entitled to a special one-time special payment equal to US
$750,000 subject to all applicable withholding that shall be paid  upon the earlier of September 15, 2007 or the
date on which the Executive’s Board membership terminates.


5.             Directors
and Officers Insurance.  The Company
will use its commercially reasonable efforts to maintain the same directors and
officers liability insurance coverage for Executive following the Separation
Date as the Company maintains for current officers and directors for so long,
and in the same manner that the Company maintains such insurance for its
current officers and directors.


6.             Release.
 Executive, in consideration of the
benefits provided hereby irrevocably waives and releases any and all claims
against the Company, its past, present and future officers or directors, except
for claims, if any, that may arise from the Company’s breach of its obligations
under this Agreement or the Employment Agreement.


7.             Non-Competition.  Executive agrees that the non-competition
period set forth in the Employment Agreement will be and hereby is extended by
an additional 12 months.


8.             Public
Statements.  During the
non-competition period, Executive will coordinate with the Company any public
statements regarding the Company or any of its officers or directors.


9.             Applicable
Law and Jurisdiction.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Israel, without regard to its conflicts of law principles to the extent that
the general application of the laws of another jurisdiction would be required
thereby.  Any dispute regarding this
Agreement shall be resolved in the Courts of Tel-Aviv-Jaffa.


10.           Entire
Agreement.  This Agreement and the
Employment Agreement constitutes an integrated, written contract, expressing
the entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes any and all prior agreements and
understandings, oral or written, between the parties. This Agreement may not be
changed or altered, except by a writing signed by both parties.  Until such time as this Agreement has been 



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executed by both parties hereto:  (i) its terms and conditions and any
discussion relating thereto, without any exception whatsoever, shall not be
binding or enforceable for any purpose upon any party; and (ii) no provision
contained herein shall be construed as an inducement to act or to withhold an
action, or be relied upon as such.


11.           Assignment;
Severability; Successors and Assigns. 
Executive has not assigned or transferred any claim Executive is
releasing, nor has Executive purported to do so. If any provision in this
Agreement is found to be unenforceable, all other provisions will remain fully
enforceable. This Agreement binds Executive’s heirs, administrators,
representatives, executors, successors, and assigns, and will inure to the
benefit of all of the Releasees and their respective heirs, administrators,
representatives, executors, successors, and assigns.


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the first date set forth above.


	
  

  	
  NESS TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  
  /s/ AHARON FOGEL

  

  
	
   

  	
   

  	
  Name:

  	
  Aharon Fogel

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ HENRY
  KRESSEL

  
	
   

  	
   

  	
  Name:

  	
  Henry Kressel

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  
  /s/ RAVIV ZOLLER

  

  
	
   

  	
  RAVIV ZOLLER

  
					



 


(Signature page to
Separation and

Release Agreement)



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