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. and its subsidiaries (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.




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**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.




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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 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.




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**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.




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**14A.**
            **Submission
                of Complaints**




Complaints
      about violations of the law or of the Code can be submitted in any form to
      the
      direct manager of the reporting person, or to the local general counsel or
      to
      the head of human resources in the relevant unit.




Should
      none of the above individuals be the appropriate person to handle the complaint,
      the reporting person can address the complaint directly to the Executive Vice
      President of Human Resources, Efrat Shapira, at +972-3-7666803 (phone)
      +972-3-7666809 (fax) or efrat.shapira@ness.com or to
      the Secretary and General counsel, Ilan Rotem, at +972-3-7666842 (phone)
      +972-3-7666819 (fax) or ilan.rotem@ness.com .




We
      encourage any reporting person to stand behind his/her complaint as we will
      not
      allow any retaliation against reporters of violations. However, we understand
      the need for allowing anonymity in certain situations and we welcome such
      anonymous reports.




To
      ensure
      the anonymity of all complaints and specifically complaints regarding accounting
      practices, internal accounting controls and auditing matters - all complaints
      can also be reported to our external legal counsel Mr. Ephraim Abramson, Adv.
      at
      Ephraim Abramson & Co. Law Firm at 16B King George St. Jerusalem 94229
      Israel via fax to +972-2-6259264 or via email to efia@abramson-law.co.il .




All
      reports submitted to Mr. Abramson will be transferred to our Audit Committee
      through the Company's Secretary.




**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.




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