**Exhibit 10.16**

 

**AMENDMENT TO EMPLOYMENT AGREEMENT**

 

**THISAMENDMENT AGREEMENT**ismade as of the 13th day of March, 2006 effective as of January 1,2006

 

**BETWEEN**:

 

(1)                                                          **Ness Technologies, Inc.**a DelawareCorporationof Kiryat Atidim,Israel (the **“Company”**)

 

(2)                                                          **Mr. Raviv Zoller**Israeli I.D.58415092of Ramat Efal, Israel(the **“Executive”**)

 

(3)                                                          **Ness Technologies IsraelLtd.**of kiryatAtidim, Israel

 

WHEREAS,the Parties have previously entered into an Amended and Restated EmploymentAgreement dated as of August 13, 2001 as amended on June 17, 2004(the “Employment Agreement”), setting forth the terms and conditions ofthe employment relationship of the Executive with the Company;

 

WHEREAS,the Parties desire to amend the provisions of the Employment Agreement in themanner hereinafter appearing:

 

**NOW, THEREFORE**,in consideration of the premises, and intending to be legally bound, theparties hereto hereby agree as follows:

 

1.                                       Inthis Agreement, unless there is something in the subject or contextinconsistent therewith, capitalized terms appearing in this Agreement shallhave the meaning assigned to them in the Employment Agreement

 

2.                                       TheEmployment Agreement shall hereby be amended as follows:

 

In Section 4 (a) as of January 1,2006 the Monthly Salary shall be increased to the NIS equivalent of 25,000$USadjusted as provided in that Section (based on the Israeli Consumer PriceIndex published on January 15, 2006).

 

3.                                       Insection 5 (e) the following words shall be added: “In addition,following the termination of the Executives employment pursuant to this Section 5(e),the Company shall pay the Executive the pro rata portion of any bonus to whichExecutive shall be entitled pursuant to Section 4(d) hereof and shallcontinue to provide the Executives with his Monthly

 

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Salary and such benefits and compensation asthe Company provided to the Executive during the Employment Period pursuant to Section 4hereof for 6 months from the date of termination.”

 

4.                                       Exceptas set forth in Section 2 hereof, the terms, conditions and agreements setforth in the Employment Agreement are hereby ratified and confirmed and shallcontinue in full force and effect.

 

**IN WITNESS WHEREOF**,the parties have executed this Agreement on the date first above written.

 

 
| **Ness Technologies Inc.**        |                   |
|-----------------------------------|------------------------|
|                              |                   |
| BY:                               | /s/ AHARON  FOGEL      |   |   | /s/ RAVIV ZOLLER |   |   |
|                              | Aharon Fogel           |   | Raviv Zoller |   |   |
| Title:                            | Chairman of  the Board |   | President and CEO |   |   |
|                              |                   |   |   |   |
|                              |                   |   |   |   |
| **Ness Technologies Israel Ltd.** |                   |   |   |   |
|                              |                   |   |   |   |
| BY:                               | /s/ AHARON  FOGEL      |   |   | /s/ RAVIV ZOLLER |   |   |
|                              | Aharon Fogel           |   | Raviv Zoller |   |   |
| Title:                            | Chairman of  the Board |   | President and CEO |   |   |
|                              |                   |   |   |   |
|                              |                   |   |   |   |
| The Executive                     |                   | /s/ RAVIV ZOLLER |   |   |
|                              |                   | Raviv Zoller |   |   |
|                                   |                        |  |  |  |  |  |  |

 

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