Exhibit 14  CODE OF BUSINESS CONDUCT AND ETHICS  NESS TECHNOLOGIES, INC.  Introduction  This Code of
Business Conduct and Ethics (this Code) shall apply to all directors, officers,
and employees of Ness Technologies, Inc. (the Company) and is designed to
provide guidance regarding the Companys standards of integrity and business
conduct.  Every director, officer and
employee of the Company is expected to adhere to the principles and procedures
set forth herein.  The purpose of this
Code is to promote:  Honest
and ethical conduct, including fair dealing and the ethical handling of actual or
apparent interest between personal and professional relationships;  Conducting
business with professional competence and integrity;  Full,
fair, accurate, timely and understandable disclosure;  Compliance
with applicable laws, rules and regulations;  Prompt
reporting of violations of this Code; and  Accountability
for adherence to this Code and to deter wrongdoing.  If a law
conflicts with a policy in this Code, you must comply with the law.  If you have any questions about these
conflicts, you should ask your supervisor how to handle the situation.  Those who
violate the standards in this Code will be subject to disciplinary action, up
to and including termination of employment.  l.Compliance with Laws, Rules and
Regulations  Obeying the
law, both in letter and in spirit, is the foundation on which this Companys ethical
standards are built.  All directors,
officers and employees must respect and obey the laws, rules and regulations of
the cities, states and countries in which we operate.  It is the personal responsibility of each
individual to adhere to the standards and restrictions imposed by those laws,
rules and regulations.  Any director,
officer or employee who is unfamiliar or uncertain about the legal rules
involving the Companys business conducted by him or her should consult with
higher levels of management or the Companys legal department (the Legal
Department) before taking any actions that may jeopardize the Company or that
individual.


2.Professional Competence and Integrity  The Company is
committed to deliver professional services in accordance with its policies and
relevant technical and professional standards, to meet its contractual
obligations, and to uphold its name and reputation.  3.Conflicts of interest  A conflict of
interest exists when a persons private interest interferes in any way with the
interests of the Company.  A conflict
situation can arise when a director, officer or employee takes actions or has
interests that may make it difficult to perform his or her Company work objectively
and effectively.  Conflicts of interest
may also arise when a director, officer or employee, or members of his or her
family, receives improper personal benefits as a result of his or her position
in the Company.  Loans to, or guarantees
of obligations of, employees and their family members may create conflicts of
interest.  It is almost
always a conflict of interest for a Company employee to work simultaneously for
a competitor, customer or supplier.  You
are not allowed to work for a competitor as a consultant or board member.  The best policy is to avoid any direct or
indirect business connection with our customers, suppliers or competitors,
except on our behalf.  Conflicts of interest
are prohibited as a matter of Company policy, except under guidelines approved
by the board of directors of the Company (the Board).  Conflicts of interest may not always be clear-cut,
so if you have a question, you should consult with higher levels of management
or the Legal Department.  Any employee,
officer or director who becomes aware of a conflict or potential conflict
should bring it to the attention of a supervisor, manager or other appropriate
personnel.  4.Insider Trading  Directors,
officers, and employees who have access to confidential information are not permitted
to use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. 
All non-public information about the Company should be considered
confidential information.  To use
non-public information for personal financial benefit or to tip others who
might make an investment decision on the basis of this information is not only
unethical, but also illegal.  In order to
assist with compliance with laws against insider trading, the Company has
adopted a specific policy governing the trading in securities of the Company.  This policy has been distributed to every
employee.  If you have any questions,
please consult the Legal Department.  5.Corporate Opportunities  Directors,
officers and employees are prohibited from taking for themselves personally (or
directing to a third party) opportunities that are discovered through the use
of corporate property, information or position without the consent of the Board.  No director, officer or employee may use
corporate property, information, or position for improper personal gain, and no
director, officer or employee may compete with the Company directly or
indirectly.  Directors, officers, and
employees owe a duty to the Company to advance its legitimate interests when
the opportunity to do so arises.  2


6.Competition and Fair Dealing  We seek to outperform
our competition fairly and honestly.  Obtaining
illegally proprietary information, possessing trade secret information that was
obtained without the owners consent or inducing such disclosures by past or
present employees of other companies is prohibited.  Each director, officer or employee should
endeavor to respect the rights of and deal fairly with the Companys customers,
suppliers, competitors and employees.  No
director, officer, or employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts or any other intentional unfair-dealing practice.  The purpose of
business entertainment and gifts in a commercial setting is to create good will
and sound working relationships, not to gain unfair advantage with customers.  No gift or entertainment should ever be
offered, given, provided or accepted by any director, officer or employee,
family member of the individual or agent unless it: (1) is not a cash gift, (2)
is consistent with customary business practices, (3) is not excessive in value,
(4) cannot be construed as a bribe or payoff and (5) does not violate any laws
or regulations.  Please discuss with your
supervisor any gifts or proposed gifts that you are not certain are
appropriate.  7.Discrimination and Harassment  The diversity
of the Companys directors, officers, and employees is a tremendous asset.  We are firmly committed to providing equal
opportunity in all aspects of employment and will not tolerate any illegal
discrimination or harassment of any kind. 
Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.  8.Health and Safety  The Company
strives to provide each employee with a safe and healthy work environment.  Each employee has responsibility for
maintaining a safe and healthy workplace for all employees by following safety
and health rules and practices and reporting accidents, injuries and unsafe
equipment, practices or conditions.  Violence and
threatening behavior are not permitted.  Directors,
officers, and employees should report to work in condition to perform their
duties, free from the influence of illegal drugs or alcohol.  9.Record-Keeping  The Company
requires honest and accurate recording and reporting of information, including
time sheets, sales records and expense reports, in order to make responsible
business decisions.  For example, only
the true and actual number of hours worked should be reported.  Many
directors, officers and employees regularly use business expense accounts,
which must be documented and recorded accurately.  If you are not sure whether a certain expense
is legitimate, ask your supervisor or your controller.  3


All of the
Companys books, records, accounts and financial statements must be maintained
in reasonable detail, must appropriately reflect the Companys transactions and
must conform both to applicable legal requirements and to the Companys system
of internal controls.  Unrecorded or off
the books funds or assets should not be maintained unless permitted by applicable
law or regulation.  Business
records and communications often become public, and we should avoid exaggeration,
derogatory remarks, guesswork, or inappropriate characterizations of people and
companies that can be misunderstood.  This
applies equally to e-mail, internal memoranda, and formal reports.  Records should always be retained or
destroyed according to the Companys record retention policies.  In accordance with those policies, in the
event of litigation or governmental investigation please consult the Legal
Department.  10.Confidentiality  Directors,
officers and employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers and suppliers, except when disclosure
is authorized by the Legal Department or required by laws or regulations.  Confidential information includes all
non-public information that might be of use to competitors, or harmful to the
Company or its customers and suppliers, if disclosed.  It also includes information that suppliers
and customers have entrusted to us.  The
obligation to preserve confidential information continues even after employment
ends.  11.Protection and Proper Use of Company Assets  All directors,
officers and employees should endeavor to protect the Companys assets and
ensure their efficient use.  Theft,
carelessness, and waste have a direct impact on the Companys profitability.  Any suspected incident of fraud or theft
should be immediately reported for investigation.  Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.  The obligation
of directors, officers and employees to protect the Companys assets includes
its proprietary information.  Proprietary
information includes intellectual property such as trade secrets, patents,
trademarks, and copyrights, as well as business, marketing and service plans,
engineering and manufacturing ideas, designs, databases, records, salary
information and any unpublished financial data and reports.  Unauthorized use or distribution of this
information would violate Company policy. 
It could also be illegal and result in civil or even criminal penalties.  12.Payments to Government Personnel  The U.S.
Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly,
to officials of foreign governments or foreign political candidates in order to
obtain or retain business.  It is
strictly prohibited to make illegal payments to government officials of any country.  In addition,
the U.S. government has a number of laws and regulations regarding business gratuities
that may be accepted by U.S. government personnel.  The promise, offer or delivery to  4


an official or
employee of the U.S. government of a gift, favor or other gratuity in violation
of these rules would not only violate Company policy but could also be a
criminal offense.  State and local
governments, as well as foreign governments, may have similar rules.  The Legal Department can provide guidance to
you in this area.  13.Disclosure  Each director,
officer or employee involved in the Companys disclosure process, including the
Chief Executive Officer and all senior financial officers, including the chief financial
officer and principal accounting officer, is required to be familiar with and
comply with the Companys internal reporting practices.  This includes the Companys disclosure
controls and procedures and internal controls over financial reporting, to the
extent relevant to his or her area of responsibility.  Additionally, such persons must ensure that
the Companys public reports and documents comply in all material respects with
the applicable federal securities laws.  Supervisory
personnel should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take
other appropriate steps regarding these disclosures with the goal of making
full, fair, accurate, timely and understandable disclosure.  Each director,
officer or employee who is involved in the Companys disclosure process must:  Familiarize
himself or herself with the disclosure requirements applicable to the Company
as well as the business and financial operations of the Company;  Not
knowingly misrepresent, or cause others to misrepresent, facts about the Company
to others, whether within or outside the Company, including to the Companys
independent auditors, governmental regulators and self-regulatory organizations;
and  Properly
review and critically analyze proposed disclosure for accuracy and completeness
(or, where appropriate, delegate this task to others).  14.Reporting any Illegal or Unethical Behavior  Directors,
officers and employees are required to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and when in doubt about
the best course of action in a particular situation.  Failure to report such existing or
potentially wrongful behavior is itself a violation of this Code.  It is the policy of the Company not to allow retaliation
for reports of misconduct by others made in good faith by employees.  Directors, officers and employees are
expected to cooperate in internal investigations of misconduct.  The Board
shall take all appropriate action to investigate any reported violations of
this Code.  If a violation has occurred,
the Company will take such appropriate disciplinary or preventive action, after
consultation by the Board, in the case of director or officer, or the Audit Committee,
or another committee of the Board, in the case of any other employee.  5


15.No Retaliation  The Company is
committed to protecting individuals against retaliation.  The Company will not tolerate any retaliation
against any person who provides information in good faith to the Company or law
enforcement official concerning a possible violation of any law, regulation or this
Code.  Any director, officer or employee
who violates this rule may be subject to civil, criminal and administrative
penalties, as well as disciplinary action, up to and including termination of
employment.  16.Amendments and Waivers of the Code of
Business Conduct and Ethics  This Code may
be amended or modified only by the Board. 
Any waiver of this Code for executive officers or directors may be made
only by the Board or a Board committee and will be promptly disclosed as
required by law or Nasdaq Stock Market regulation.  6