**Exhibit10.18**

**SEPARATIONAND 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 NessTechnologies, Inc. (the “Company”).

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

**WHEREAS**, Executivevoluntarily decided to terminate his employment and resign from his positionsas the President and Chief Executive Officer of the Company, effective as ofMarch 16, 2007; and

**WHEREAS**, Executiveagreed to remain a member of the Company’s Board of Directors at least untilthe 2007 annual meeting;

**WHEREAS**, Executiveis entitled to certain severance benefits under the Employment Agreement, andthe Company agreed to continue and pay Executive for certain consultingservices to be provided by Executive to the Company;

**NOW, THEREFORE**, inconsideration of the mutual covenants and agreements contained herein and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, and intending to be legally bound, the parties herebyagree as follows:

1.             SeparationDate.

(a)           Executiveacknowledges that his last day of employment as the President and ChiefExecutive Officer of the Company shall be March 16, 2007 (the “Separation Date”).  The Company agrees to pay Executive in accordancewith the Company’s expense reimbursement policy and procedures that representsfull and complete reimbursement for any and all expenses incurred by Executivethrough the Separation Date.  Executiveagrees to fully cooperate, to the extent reasonably necessary, in executing anydocumentation as may be necessary to facilitate a smooth transition ofExecutive’s duties and responsibilities to other Company executives.

(b)           Executiveshall continue to serve as a member of the Company’s Board of Directors at leastuntil the 2007 annual meeting of the shareholders, unless otherwise agreed inwriting. The Company will release Executive from his positions in the Company’ssubsidiaries within 14 days of the Separation Date, and Executive will sign anyrequested resignation letters in respect thereof.

2.             ConsultingServices.  As of March 16, 2007 anduntil September 15, 2007, Executive will be available to provide consultingservices to the Company, as shall be mutually agreed upon by the Company’sChairman and Executive, at such times as Executive shall determine. It isagreed that if Executive is asked to assist the Company with any mergers andacquisitions transactions, the parties will agree on separate consideration.

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3.             Severance.  The Company agrees to continue payingExecutive 100% of Executive’s current base salary and benefits (i.e., companycar and mobile phone, Managers Insurance Policy, Disability Insurance, AdvancedStudy Fund, vacation days, including accumulated and unused vacation andmedical examination) through March 15, 2008 and shall pay him the minimumannual bonus for 2007 as per his Employment Agreement.  All payments will be made according to theCompany’s regular payroll practices and will be less applicable tax withholdingobligations and payroll deductions. Executive acknowledges and agrees that other than the severance benefitsdone under this Agreement and the remaining obligations due the Executive underthe Employment Agreement, the Executive shall not otherwise be due any moniesfrom the Company, including any unpaid salary, bonus, benefits, or othercompensation.

4.             SpecialPayment.  In consideration of theextension of Executive’s non-competition obligations as provided herein, hisassignment to the Company of all intellectual property created or revised bythe Executive during his employment with the Company including, withoutlimitation, all copyright rights, his waiver of all moral rights in allmaterials and concepts developed by him during his employment, and thecontinued use by the Company of his name, likeness, and reputation inconnection with the Company's business, his agreement to remain on the Company’sBoard 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 thedate on which the Executive’s Board membership terminates.

5.             Directorsand Officers Insurance.  The Companywill use its commercially reasonable efforts to maintain the same directors andofficers liability insurance coverage for Executive following the SeparationDate as the Company maintains for current officers and directors for so long,and in the same manner that the Company maintains such insurance for itscurrent officers and directors.

6.             Release. Executive, in consideration of thebenefits provided hereby irrevocably waives and releases any and all claimsagainst the Company, its past, present and future officers or directors, exceptfor claims, if any, that may arise from the Company’s breach of its obligationsunder this Agreement or the Employment Agreement.

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

8.             PublicStatements.  During thenon-competition period, Executive will coordinate with the Company any publicstatements regarding the Company or any of its officers or directors.

9.             ApplicableLaw and Jurisdiction.  This Agreementshall be governed by and construed in accordance with the laws of the State ofIsrael, without regard to its conflicts of law principles to the extent thatthe general application of the laws of another jurisdiction would be requiredthereby.  Any dispute regarding thisAgreement shall be resolved in the Courts of Tel-Aviv-Jaffa.

10.           EntireAgreement.  This Agreement and theEmployment Agreement constitutes an integrated, written contract, expressingthe entire agreement and understanding between the parties with respect to thesubject matter hereof and supersedes any and all prior agreements andunderstandings, oral or written, between the parties. This Agreement may not bechanged 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 anydiscussion relating thereto, without any exception whatsoever, shall not bebinding or enforceable for any purpose upon any party; and (ii) no provisioncontained herein shall be construed as an inducement to act or to withhold anaction, or be relied upon as such.

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

IN WITNESS WHEREOF, the parties have executed thisAgreement 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 toSeparation andRelease Agreement)

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