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Exhibit 11


Code of Ethics and Business Conduct

TTI Team Telecom International Ltd.

Code of Ethics and Business Conduct

Last updated: February 17, 2004

|**IMPORTANT**:
        This Code is designed to implement the laws to which we are all subject,
        but it may, in some aspects, go beyond legal obligations. In addition,
        this Code does not, and does not purport to, contain any legal advice.
        To the extent the laws applicable to you are more strict than the standards
        that apply to you pursuant to this Code, this Code is not purported to
        derogate from such laws. In
        the event of any inconsistency between this Code and any law applicable
        to you, the latter will govern. Lastly, this Code is designed solely for
        the benefit of TTI and none of the provisions of this Code are intended
        to provide any rights or remedies to any person other than TTI and its
        successors and assigns (if any).
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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I.              Our Code of Ethics
and Business Conduct

The value of uncompromising integrity and strict compliance with applicable laws are the foundations
of our relationships with our customers, business partners, shareholders and among one another. We
must ensure that these values are a key element of the TTI culture.

This Code of Ethics and Business Conduct, which we refer to as this Code, is intended to
have our directors, officers and employees appreciate the importance we place on ethical business
conduct and to map out the kind of company we want to be. In particular, the purpose of this Code
is to establish policies and guidelines that ensure that and/or promote:

| |  | honest and
      ethical conduct, including the ethical handling of conflicts of interest;           
| | - | -----------------------------------------------------------------------------------------------------
| |   |                                                                                                      
| |  | full, fair,
      accurate and timely disclosure in public communications made by us;                
| |   |                                                                                                      
| |  | compliance
      with applicable laws and regulations;                                               
| |   |                                                                                                      
| |  | corporate
      opportunities are seized by TTI (rather than by individuals for personal
      gain);
| |   |                                                                                                      
| |  | the confidentiality
      of information entrusted to our directors, officers and employees;         
| |   |                                                                                                      
| |  | lawful dealing
      with customers, suppliers, competitors and employees;                           
| |   |                                                                                                      
| |  | protection
      and proper use of TTIs assets;                                                     
| |   |                                                                                                      
| |  | enforcement
      and compliance with this Code; and                                                 
| |   |                                                                                                      
| |  | prompt reporting
      of violations of this Code.                                                   

This Code applies to all the employees, officers and directors of TTI Team Telecom International Ltd.
and its affiliates, which we refer to from time to time as you, TTI personnel,
TTI people, or people of TTI.

|What should I do if
        this Code is not clear to me? If you have any questions
        about this Code or if you face any dilemmas in connection herewith, please
        talk to your supervisor or the Vice President of Human Resources. We may
        also choose to issue from time to time additional policy memoranda that
        will further explain or clarify the standards and guidelines in this Code.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Will this Code be updated? This
        Code may be modified or supplemented from time to time, in which case
        we will furnish to you the modification or supplement.                                                                                                                                                                                                                                              
|Where can I find this
        Code?A copy of this Code is available on our intranet Website
        or upon request from the Human Resources department.                                                                                                                                                                                                                                                                  

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II.            Integrity and Ethical Conduct

Ethics are defined as a set of moral principles or rules of conduct. This Code and your compliance
with it will assist you to appreciate the manner in which to do business in TTI and will assist TTI
to prevent wrongdoing. We expect that you will uphold these principles but since this Code does not
purport to provide answers to all questions that might arise, we must rely on you to exercise common
sense and good judgment of what is right, including a sense of when it is proper for you to seek
guidance from others.

Avoid Conflicts of Interest

Although you are generally free to engage in personal business and other activities outside TTI outside
ordinary business hours, this freedom is not unlimited and you should generally avoid conflicts of
interest. A conflict of interest occurs whenever your personal interests interfere or
may interfere in any way, or appear to interfere, with the best interests of TTI.

|What
        should I do if I cannot avoid a conflict of interest?
        You should promptly bring it to the attention of your supervisor, in writing
        if so requested, who will, if deemed appropriate under the circumstances,
        notify our Legal Department. Directors and officers of TTI are also required
        to comply with additional procedures pursuant to applicable law, if any.                                                                                                                                                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Can
        I receive or give gifts? We recognize that small business
        gestures are part of doing business in a civilized way and that, when
        operating globally, sensitivity to cultural differences must be maintained.
        Nevertheless, you should apply common sense to any gratuity. For the avoidance
        of doubt, you may not receive gifts or favors in significant value from,
        or grant the same to, vendors, suppliers, customers and other business
        associates. Any form of bribe or other benefit restricted by law are strictly
        prohibited.                                                                                                                                                                                                                  
|Can
        I use my position to help friends (or family members) to do business with
        TTI? We do not wish to intrude on your personal life,
        but as you can imagine, your help involves a conflict of interest that
        should be avoided. However, it may well be the case that your friend represents
        a good business opportunity for us and there is no sense in losing it.
        If this is the case, you should report the conflict to your superior as
        described above and abstain from being unduly involved in the decision
        process. Please note that in some cases, such as if you are our director
        or officer, we may require that the matter will be brought to consideration
        of our Audit Committee, Board of Directors or even the shareholders.
|Can
        TTI provide me with loans?  We believe that, in general,
        providing loans or guarantees to our people for personal reasons may sometimes
        present a conflict of interest. In general, we will not permit such loans
        to officers and directors. Loans to other employees will be considered
        on a case-by-case basis only.                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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III.           Full and Fair Public Disclosure

We are a Public Company

TTI is a public company and our shares are listed for trading on the Nasdaq National Market under the
symbol TTIL This means, among other things, that:

| |  | we must keep
      our shareholders, prospective investors and the public at large, apprised
      of material information or developments concerning us, regardless of whether
      or not they are adverse to us; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                         
| |  | we cannot
      engage in insider trading or tipping of any sort.                                                                                                                                                   

Full, Fair, Accurate and Timely Disclosure

We need to ensure that public communications about material events or developments concerning us are
complete, fair, accurate and broadly disseminated to the public in accordance with all applicable
legal and regulatory requirements. To that end, we have implemented disclosure controls and procedures
and established a special disclosure committee designed to guarantee this objective. You can assist
us in achieving these goals by, among other things, complying with the following guidelines:

| |  | If you are
      responsible for preparing our public disclosures, press releases etc. or
      provide information to our people who are part of this process, you should
      do your best to make sure that such disclosure or information is full, fair
      and accurate.                                                                                                      
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                       
| |  | We designated
      a limited number of spokespersons responsible for communication of material
      information or commenting on material developments and, if you are not one
      of those spokespersons, you should not publicize or leak any non-public
      information or respond to inquiries on any material issue.                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                       
| |  | TTIs
      books and records, including financial statements and reports on which such
      financials are based, must accurately and fairly present all our transactions
      in reasonable detail. False and misleading entries in our books and records
      are strictly prohibited. Our people are expected to fully cooperate with
      our internal and external auditors.

Insider Trading

In the course of your employment or other connection with TTI, you may become aware of non-public
material information about us. If you possess such information, you are subject to trading
restrictions. This generally means that you cannot legally trade in our securities, or make recommendations
to anyone, including your family and friends, based on such information, unless this information
becomes public or otherwise, with the passage of time, becomes obsolete and stale.

If you violate insider trading
  laws, both you and TTI may be subject to severe civil and criminal penalties.
  These laws apply even to relatively small transactions.

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|What is considered non-public
        material information?
      · Information is non-public
        if it hasnt been the subject of an TTI press release or other disclosure
        document; and
      · Material information
        is any information relating to the business and affairs of TTI (or its
        subsidiaries) that results in, or would reasonably be expected to result
        in, a change in the market price or value of TTIs securities or
        about which there is a substantial likelihood that a reasonable investor
        would consider it important in making investment decisions. Examples of
        material information include, but are not limited to, major corporate
        acquisitions or take-over bids, financial forecasts and possible award
        of significant contracts.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Can you give me some more guidance?  If
        you are uncertain about this matter, you are encouraged to review our
        Insider Trading Policy and, if questions persist, consult our Chief Financial
        Officer before trading or tipping.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

IV.           Compliance with Law and Regulations

Needless to say, TTI is required to comply and strictly adhere to all applicable laws, rules and regulations,
in Israel and around the globe.

Knowledge of Laws

Ignorance of the law is no excuse.  As our operations are worldwide, we also must be receptive
to the different local laws and rules that apply to our business. If you have any questions about
how you need to behave or if you face any dilemmas in connection herewith, please talk to your supervisor
or the Legal Department

Treatment of Others

The way that we treat each other and our colleagues affects the way we do business. All of us deserve
a work environment where we are respected and treated with decency. This means, among other things,
that:

| |  | we will not
      exploit any forced or involuntary labor;                                                                                                                                                                                                                                                                                           
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                      
| |  | we are committed
      to wage and benefit compensation in accordance with applicable laws;                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                      
| |  | each of us
      should respect the privacy of each others private lives and TTI will
      require you to provide information only as required to operate effectively
      or otherwise required by law. At the same time, employees should not expect
      privacy with respect to their work stations, including emails and Internet
      use;
| |   |                                                                                                                                                                                                                                                                                                                                                      
| |  | we are an
      equal opportunity employer and we are committed to retaining the best individuals,
      without discrimination and regardless of their race, religion, gender, color
      or sexual orientation; and                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                      
| |  | we strongly
      reject any form of sexual harassment or other forms of harassment, and such
      conduct will not be tolerated.                                                                                                                                                                                                                   

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Safety

Your health and safety as well as of our prospective customers and users of our products are valuable
to us. Therefore, we are dedicated to providing a safe and healthy work environment.

Accordingly, you should immediately
  report to your supervisor of any safety or environmental hazards in your workplace
  or in our products and, heaven forbid, accidents or injuries.V.            Conducting
  Our Business

Corporate Opportunities

You are entrusted with a variety of resources and a wealth of information that TTI exerted its best
efforts to retain and build. Although we recognize that an employee may, at times, use some of these
resources for incidental personal activities, this personal use should be kept to a minimum.

Notwithstanding the foregoing, you are prohibited from taking for yourself or your associates and relatives,
opportunities that are discovered through your position or the use of TTIs resources or information,
without our prior approval. You owe a duty to advance our business interests when opportunity arises,
and you are not allowed to engage in business competing with ours, unless you obtain the approval
of an authorized TTI officer or a corporate body. See also with respect to Conflict of Interest
above.

Confidentiality

Our business and technical information is our property. If we fail to protect our proprietary rights
and secret know-how, we would not be able to compete. If we fail to protect the proprietary rights
and secret know-how entrusted to us by others, we would not be able to maintain business relationships.
Thus, you must preserve and protect the confidentiality of information entrusted to you by TTI, its
business partners and customers, except where disclosure is properly authorized or legally mandated.
You must also adhere to the personal confidentiality agreement that you have signed in favor of TTI.
Where disclosure of confidential information of TTI is authorized, it should be disclosed only under
the protection of a written confidentiality/non-disclosure agreement, unless otherwise permitted
by an authorized TTI officer.

|What
        is confidential information? Broadly defined,
        confidential information is proprietary information which
        is not in the public domain. When you receive a document entitled confidential
        or secret, you can assume that it is confidential to us or
        our business partner. However, confidential information is not always
        labeled as such.                                                                                                                                                                                                                                                                                                                        
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|May
        I accept information that someone wishes to submit in confidence?
         Although we can sometimes accept information under
        such conditions, you should be cautious when anyone wishes to share information
        based on an expectation that we will hold it in confidence and you should
        seek approval of your supervisor. Until such approval is granted, such
        unsolicited third-party confidential information should not be received
        by you, or if received, should not be opened or examined by you. If approval
        is denied, and you have already received such confidential information
        you should return the information unopened to the third party.
|Be
        cautious! You should be cautious when handling confidential
        information. For example, you should not discuss such information in elevators,
        taxicabs or any place where they can be overheard and not read confidential
        documents in public places. Such information should be disclosed only
        to TTI personnel who need to use or access such information, on a need
        to know basis.                                                                                                                                                                                                                                                                                     

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Fair Dealing

Forging quality and meaningful relationships with our customers, suppliers and employees is a key to
our success:

| |  | Stick
      to the truth! We must never provide untrue representations
      about our products and services.                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                       
| |  | Our suppliers
      and resellers are our partners! Our success is dependent
      on our ability to work in full cooperation with our suppliers and resellers.
      You must use common sense and act according to all applicable law when you
      deal with them.
| |   |                                                                                                                                                                                                                                                                       
| |  | Our employees
      are our most valuable resource!  We value your work
      and respect your contribution to TTI. We are committed to treating you with
      respect and supporting your ambitions within TTI.                                                     

We believe that our products and services are competitive on their own merits, and thus we are committed
to lawful contest with our competitors.

| |  | Compete fairly! Our activities are subject to antitrust laws and trade regulations and we and our employees may be
subject to civil and criminal penalties if such laws or regulations are not observed.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                         

|Antitrust laws
        and trade regulations are complex and country specific  when in
        doubt, always seek advice from our Legal Department.
|----------------------------------------------------------------------------------------------------------------------------------------------------

Protect our Assets

You must take care to safeguard TTIs assets. This includes protecting them from unauthorized
use and restricting any use for unlawful or improper purpose. Theft, negligence and waste have a
direct impact on our profitability and you should do your best to ensure that TTIs assets are
efficiently used. All our assets, information and equipment must only be used for legitimate business
purposes.

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VI.           Enforcement of this Code

You are responsible!   Regardless of your role in TTI or the magnitude of your decisions, you are accountable
for your decisions and should put this Code into practice. One of the reasons for our compiling this
Code of Ethics and Business Conduct is to help you make the right decisions and identify the principal
issues that should be considered by you. Yet, this Code cannot anticipate every possible issue that
you may face and your common sense must be used.

You are not alone! You should feel free to seek your supervisors assistance or even the input of our Legal Department
when faced with tough choices.

You may be disciplined! We trust that you will do your best to comply with this Code, but please bear in mind that we will
take appropriate disciplinary actions for violations of this Code. Such disciplinary actions include,
but are not limited to, penalties and demotions and even dismissals. Disciplinary actions may also
extend to the violators supervisor, insofar as we determine that he or she was also at fault
by his or her actions or inactions.

VII.         Report Your Concerns and Non-Compliance

You are encouraged to report violations If you know of, or reasonably suspect, a violation of applicable laws, rules or regulations, of this
Code or other policies of TTI, including any evidence of fraud occurring in your region, business
segment or unit, and that involves any employee or agent of TTI, you must immediately report such
information to your supervisor, senior management or the individuals or offices listed below, as
you deem appropriate.

If the matter concerns accounting or auditing issues, you may report such matter directly to our Chief
Financial Officer.

Whistleblowers will be protected

Employees who make reports, in good faith, of suspected violations of applicable laws, rules or regulations,
of this Code or other policies of TTI, or regarding accounting or audit issues as described above
will be protected from retaliation, such as demotion or involuntary termination of employment, as
a result of their reports.

A person making the report may also elect to make the report on an anonymous basis, but such reports
should be very detailed or include means to contact the reporting person.

Every reported allegation of illegal or unethical behavior will be thoroughly and promptly investigated.

We will not fire, demote, threaten, harass or discriminate against any employee solely because he or
she provided information, caused information to be provided or otherwise assisted in an investigation
regarding any conduct by TTI that he or she reasonably believes to constitute a violation of securities
laws and/or rules or federal law regarding fraud against the shareholders of TTI.

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Relationship to other policies and laws

This Code of Ethics and Business Conduct is designed to ensure that you are committed to ethical business
conduct and legal compliance. However, the standards embedded in this Code are not the exclusive
source of guidance and information on our expectations and should be read together with other laws
and policies applicable to you, whether you are an employee, officer or director.

Waivers of this Code

Any waiver of this Code of Ethics and Business Conduct for executive officers or directors of TTI may
only be made with the approval of the TTIs Board of Directors or a committee designated thereby.
Any such waiver must then be disclosed to the public.

|LIST OF CONTACTS
      Legal
        Department: 
        Iris Cohen
      Chief 
        Financial Officer: Israel (Eli) Ofer
|------------------------------------------------------------------------------------------------------------------------------

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