**Exhibit10.19**

**EMPLOYMENTAGREEMENT**

**THIS AGREEMENT**is made on March 12, 2007

**BETWEEN**:

**Ness Technologies, Inc.**

ADelaware Corporation

Withoffices at Kiryat Atidim,

TelAviv, Israel (the **“Company”**)

 

**Mr. Issachar Gerlitz**

Israel (the **“Executive”**)

WHEREAS, the Company desires to employ the Executiveas President and Chief Executive Officer of the Company and the Executive iswilling to commit himself to be employed by the Company; and

WHEREAS, the parties desire to enter intothis Agreementsetting forth the terms and conditions of the employment relationship of theExecutive with the Company;

**NOW, THEREFORE**, in consideration of thepremises and the mutual agreements set forth below, and intending to be legallybound, the parties hereto hereby agree as follows:

1.             **Personal Employment Agreement**.  This Employment Agreement is the onlyagreement, which shall govern the relations between the Company and theExecutive, and shall exclusively determine the Executive’s terms of employmentby the Company.  This Agreement shall bebinding upon the parties, and shall not be subject to any other agreements orarrangements of any kind.

2.             **Term**.  The period ofemployment of the Executive by the Company hereunder (the “Employment Period”)shall commence on January 8, 2007 (the “Effective Date”) and shall end on31.12.2009 (the “Initial Period”), provided, however, that the EmploymentPeriod shall automatically be extended for successive one year periods (each a “RenewalPeriod”) unless either of the parties shall give to the other party writtennotice of its desire not to so extend the Employment Period no later than six(6) months prior to the expiration of Initial Period or the Renewal Period, asthe case may be. The Employment Period may be terminated as described inSections 5  and 6.

3.             **Position and Duties**.

(a)            As of 16.3. 2007 and during theEmployment Period, the Executive shall serve as the President and ChiefExecutive Officer (CEO) of the Company, and shall provide such other servicesto the Company as he shall be requested from time to time by the Company.

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(b)           The Executive agrees to devote all ofhis working time and efforts to the performance of his duties for the Company.However it is agreed that the Executive may continue the activities as shall beagreed provided they do not interfere with the fulfillment of his duties.

(c)            The Executive’s services areincluded among the positions of management and the positions requiring aspecial degree of personal trust and the Company is not able to supervise thenumber of working hours of the Executive. Accordingly, the provisions of the Hours of Work and Rest Law 1951 willnot apply to the Executive and he will not be entitled to any additionalremuneration whatsoever for his work with the exception of that specificallyset out in this Agreement.

4.             **Compensation and Related Matters**.

(a)            **MonthlySalary**.  As compensationfor the performance by the Executive of his obligations hereunder, during theEmployment Period, the Company shall pay the Executive a monthly salary of115,000NIS which sum shall be adjusted at the time of each payment of thesalary in accordance with the changes in the Israeli Consumer Price Index(basic index published on January 15, 2007) (the “Monthly Salary”). It ishereby stated that such adjustment to the CPI shall be deemed to include anyincremental cost of living addition to which the executive may become entitledand that the Executive shall not be entitled to such additions. Once a year theparties will review the Executive salary.

(b)           **GrossSalary**.  The MonthlySalary represents the Executive’s gross salary, and includes all of the salarycomponents other than as specifically indicated in this Agreement and varioussupplements and benefits and/or all supplements under any law and/or expansionorder and/or any special or general collective bargaining agreement that mayapply to the relations between the Company and the Executive.  It is hereby acknowledged and agreed that allpayments to the Executive by the Company, including, without limitation, theMonthly Salary and other benefits and payments of any kind, as provided in thisAgreement are, unless otherwise required by law (e.g. — Company’s contributionto social insurance etc.), stated in gross figures, and there shall be deductedtherefrom all relevant taxes and/or charges that shall apply to them, at thetime of their payment, pursuant to any applicable law.

(c)           **Options**.  The Executive shall be entitled to options topurchase shares of Common Stock of the Company as shall be set forth in ExhibitA, in accordance with the terms of the option agreement, in the formattached hereto as Exhibit A.  Itis hereby clarified that such options shall be at all times subject to theCompany’s Employee Share Option Plan and the applicable provisions of theIsraeli Tax Code and any rules and regulations promulgated thereunder.

(d)           **Bonus**.  Subject to the complete discretion of theChairperson of the Company’s Board of Directors and subject to the approval ofthe Company’s Compensation Committee the Company shall pay to the Executive anannual bonus that shall be determined by the Chairperson of the Board ofDirectors, who may, if the Chairperson deems fit, in his sole discretion, setannual targets for the Executive as the basis for determining the amount annual

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bonuses payable tothe Executive. In no case shall an annual bonus more than US$250,000 (“MaximumBonus”). As of 1.1.2008 the bonus shall not be less than US$125,000. In theevent that the Company shall employ the Executive only during part of a fiscalyear, the bonus shall be paid in part, in proportion to that part of the fiscalyear during which the Executive was employed hereunder. All bonuses are grossand subject to tax, payable in NIS and are not part of the Executive regularsalary. The bonus will be payable on the April salary (paid in May) for thepreceding year.

Inaddition the Company shall pay the Executive a special sign up bonus of 175,000USD$ after the completion of  7 months inthe CEO office

(e)            **Expenses**.The Company shall promptly reimburse the Executive for all reasonable businessexpenses incurred during the Employment Period by the Executive in performingservices hereunder, including all expenses of travel and living expenses whiletraveling on business or at the request of and in the service of the Company,provided that such expenses are incurred and accounted for in accordance withthe policies and procedures established by the Company, including thesubmission to the Company of appropriate vouchers or receipts for suchexpenses.

(f)            **CompanyCar.** The Executive shall be entitled to the use of a Companycar, in accordance with the Company’s policy and as customary for executives ofthe Company.  The Company shall pay allexpenses in connection with the car, and shall reimburse the Executive for allincome taxes imposed in connection with his use of the car by way of grossingup (“GILUM”)

(g)           **ManagersInsurance Policy.**  Duringthe Employment Period, the Company shall contribute to an insurance company aspart of a Managers Insurance Policy, which shall be the property of the Companyan amount equal to 13 1/3% of the Monthly Salary (out of which 5% shall be forprovident funds and 8 1/3% shall serve to cover severance compensation). Theexecutive shall have the right to allocate the contribution of theabove-mentioned 13 1/3% between Managers Insurance Policy program and a Pensionfund. In the event due to applicable tax law or regulation, the executive shallnot be entitled to deduct any part of the above mentioned 13 1/3% contribution,the executive shall have the right to receive this part of the contribution aspart of his salary (similar to the equivalent treatment of advanced study fund(“**Keren Hishtalmut**”). Any taxpayable in respect of such contributions to the insurance company shall be paidby the Executive.  The aforementionedallocations shall be in lieu of severance pay according to the Severance PayLaw, 1963. The policy will include irrevocable instructions of the Company foran automatic transfer of title upon termination of employment for any reasonother than termination by the Company pursuant to Art. 5 (c) (III) below.

(h)           **DisabilityInsurance**.  In addition tothe foregoing, during the Employment Period the Company will bear the cost ofdisability insurance with an insurance company, which secures a monthly paymentto the Executive according to the policy terms. In any event the amount paid by the Company for such insurance shall notexceed 2.5% of the Executive’s gross salary.

(i)             **Advanced Study Fund**. The Company shall, during the Employment Period, make monthlycontributions on behalf of the Executive to a recognized Advanced Study

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Fund in an amountequal to 7.5% of the Executive’s salary. Any tax payable in respect of suchcontributions to such fund shall be paid by the Executive. In addition theCompany shall deduct 2.5% from the Executive’s salary which deduction shallalso be paid to such Fund.  All depositsshall belong to the Executive.

(j)             **Vacation**.  TheExecutive shall be entitled to vacation days and to compensation in respect ofearned but unused vacation days, determined in accordance with the Company’svacation plan (currently 24 working days per year that can be aggregated for upto two years (up to 48 days)[“The Aggregating Period”].  Official state holidays in Israel shall notbe considered as vacation days. Within the Aggregating Period the company shallnot obligate the Executive to leave for vacation including during the NoticePeriod.

(k)            **MedicalExamination**.  The Companyshall pay for one annual medical examination of the Executive, to be performedat a medical center of the Executive’s choice, provided that the cost of suchexamination shall not exceed the cost of a similar examination at theTel-HaShomer hospital.

(l)             **Alternative Allocation of Payments**.  At the Executive’s request, the Company shallmodify the payments and benefits set forth in this Section 4 by increasingcertain payments and benefits and decreasing others, in accordance with theExecutive’s request, provided, however, that all such modifications shall notresult in any increase to the overall cost to the Company of the Executive’semployment (including costs in connection with future entitlements of theExecutive or his heirs).

(m)           **DailyNewspaper**. The Executive shall be entitled to the “Globes”newspaper and or a daily newspaper on the Company’s account.

(n)           **Insuranceand Indemnification.**The company undertakes to take allnecessary steps and actions in order to (1) include the executive under thedirectors’ and officers’ insurance policy providing sufficient insurancecoverage and (2) Providing him with full indemnification. Both insurance andindemnification shall be in full force and effect for the Term of hisemployment by the company plus an additional seven years.

5.             **Termination**.  The Executive’s employment hereunder may beterminated, in which case the Employment Period shall end, under thecircumstances set forth below:

(a)            **Death**.  The Executive’s employment hereunder shallterminate upon his death.

(b)           **Disability**.  If, as a result of the Executive’s incapacitydue to physical or mental illness or injury, the Executive shall have beenabsent from the performance of his duties hereunder for a period of sixconsecutive months or 180 days within a one year period, the Company mayterminate the Executive’s employment hereunder for “Disability.”

(c)            **Cause**.  The Company may terminate the Executive’semployment hereunder for Cause.  Forpurposes of this Agreement, the Company shall have “Cause” to terminate theExecutive’s employment hereunder only upon the occurrence of any of thefollowing events:

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(i)             The conviction of the Executive forthe commission of a felony; or

(ii)            An event constituting a materialbreach of this Agreement by the Executive, including, but not limited to,breach by the Executive of the provisions of Section 3 hereof, that has notbeen fully cured within seven (7) days after written notice thereof has beengiven by the Company to the Executive; or

(iii)           Serious misconduct by the Executive(including, but not limited to, breach by the Executive of the provisions ofSection 7 hereof) that is injurious to the Company or its subsidiaries or anyother member of the Group, whether monetarily or otherwise.

(d)           **Termination by the Company**.Notwithstanding the foregoing, the Company may terminate the Executive’semployment during the Employment Period at any time for any reason whatsoever,subject to a prior written notice delivered by the Company to the Executive,which shall take effect as set forth in Section 6(b) below.

(e)            **Termination by the Executive**.  The Executive may terminate his employmentduring the Employment Period hereunder, subject to a prior written noticedelivered by the Executive to the Company, which shall take effect as set forthin Section 6(b) below.

6.                                      **Termination Procedure**.

(a)           **Noticeof Termination**.  Anytermination of the Executive’s employment by the Company or by the Executive(other than termination pursuant to Section 5(a) hereof) shall be communicatedby written Notice of Termination to the other party hereto in accordance withSection 9.  For purposes of thisAgreement, a “Notice of Termination” shall mean a notice which shall indicatethe specific termination provision in this Agreement relied upon and shall setforth in reasonable details the facts and circumstances claimed to provide abasis for termination of the Executive’s employment under the provision soindicated.

(b)           **Date of Termination**.  “Date of Termination” shall mean (i) if theExecutive’s employment is terminated by his death, the date of his death, (ii)if the Executive’s employment is terminated for Disability pursuant to Section5(b) above, thirty (30) days after Notice of Termination, (iii) if theExecutive’s employment is terminated pursuant to Section 5(c), then six (6)months after the delivery of Notice of Termination, except if such terminationis pursuant to Section 5(c)(i) in which case the Date of Termination shall bethe date of Notice of Termination and (iv) if the Executive’s employment isterminated pursuant to Section 5(d), six (6) months after the delivery ofNotice of Termination in the first year of employment, nine (9) months in thesecond year of employment and twelve (12) months as of the third year (v) ifthe Executive’s employment is terminated pursuant to Section 5(e), six (6)months after the delivery of Notice of Termination.  The Company shall be entitled to terminatethe employment before the Date of Termination given provided that it gives theExecutive all the benefits set forth in and subject to Section 4 above inrespect of the period through the Date of Termination.

(c)            **Termination by Company forCause**.  If the Executive’semployment shall be terminated by the Company for Cause, then the Company shallpay the Executive his Monthly Salary (at the rate in effect at the time Noticeof Termination is given) and all other

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unpaid amounts andbenefits through the Date of Termination. The Company shall have no additional obligations to the Executive underthis Agreement except as set forth in this Section 6(c) and in Section 4 (n )for an event that is not the cause of termination.

(d)           **Termination by Companywithout Cause**.  If theExecutive’s employment shall be terminated by the Company pursuant to Section5(d) above, then the Company shall continue to pay the Executive his MonthlySalary (at the rate in effect at the time of the Notice of Termination) untilthe Date of Termination.

(e)           **Deposits to Pension Programs**.** **Uponthe termination of the Executive’s employment, provided that such terminationwas not pursuant to Article 5 (c) (iii) above, the Executive shall be entitledto all amounts deposited in his favor in pension programs, including paymentsmade for severance pay.****However incase  the termination is following  a conviction in a felony the Executive willlose his rights to such deposits only if and when the conviction is final andunappealable.

7.                                       **Confidential Information; Noncompetition**.

(a)            **ConfidentialInformation**.  Inconsideration of the Company’s agreements hereunder, and in furtherconsideration of the benefits accruing to the Executive hereunder, theExecutive hereby agrees that he shall not, directly or indirectly, disclose oruse at any time, either during or subsequent to the Employment Period, anytrade secrets or other confidential information, whether patentable or not, ofthe Company, its subsidiaries or its affiliates now or hereafter existing,including but not limited to, any (i) processes, formulas, trade secrets,innovations, inventions, discoveries, improvements, research or development andtest results, specifications, data and know-how; (ii) marketing plans, businessplans, strategies, forecasts, unpublished financial information, budgets,projections, product plans and pricing; (iii) personnel information, includingorganizational structure, salary, and qualifications of employees; (iv)customer and supplier information, including identities, product sales andpurchase history or forecasts and agreements; and (v) any other information(collectively, “Confidential Information”), of which the Executive is orbecomes informed or aware during the Employment Period, whether or notdeveloped by the Executive, except (A) as may be reasonably required for theExecutive to perform the Executive’s employment duties with the Company, (B) tothe extent such information becomes generally available to the public throughno wrongful act of the Executive, (C) information which has been disclosedwithout restriction as a result of a subpoena or other legal process, afterdoing best efforts to give the Company the opportunity to request a suitableprotective order for such information, or (D) with the Company’s prior writtenauthorization.  This covenant shallsurvive the termination of the Executive’s employment hereunder for a period ofthree year after termination.  TheExecutive agrees to execute such further agreements and/or confirmations of theExecutive’s obligations to the Company concerning non-disclosure ofConfidential Information as the Company may reasonably require from time totime.  Upon termination of the EmploymentPeriod, the Executive shall promptly deliver to the Company all physical andelectronic copies and other embodiments of Confidential Information.

(b)           **NoncompetitionCovenant**.  The Executiveagrees that at all times during the Employment Period and thereafter until thefirst anniversary of the termination or expiration of the Employment Period(the “Noncompetition Period”), the Executive shall not, except on 

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behalf of theCompany or with the Company’s consent, directly or indirectly, allow his nameto be used by or Participate in any Competitive Business (as each of such termsis defined below).  For purposes of thisAgreement, (A) the term “Participate” means to have any direct or indirectinterest, participation or involvement, whether as an officer, director,employee, partner, sole proprietor, agent, representative, independentcontractor, consultant, franchiser, franchisee, creditor, owner, stockholder orotherwise; provided, however, that the foregoing shall notprevent the Executive from engaging in the activities described in Exhibit Binvesting in publicly traded securities issued by any corporation, provided theholdings thereof by the Executive do not constitute more then five percent (5%)of outstanding shares so long as the Executive does not have any participationin the business management of such entity; and (B) the term “CompetitiveBusiness” means any enterprise, venture or proprietorship engaged in or whichproposes to engage in the development, manufacture, sale, licensing and/ordistribution of any information, products and/or services that are the same asor substantially similar to information, products and/or services provided (orin development and proposed to be provided) by any business unit or divisionwithin the Company or the Group;

(c)            **NonSolicitation of Employees**. The Executive recognizes that he will possess confidential informationabout other executives and employees of the Company, its subsidiaries andaffiliates relating to their education, experience, skills, abilities,compensation and benefits, and inter-personal relationships with customers ofthe Company, its subsidiaries and affiliates. The Executive recognizes that the information he will possess about theseother employees is not generally known, is of substantial value to the Company,its subsidiaries and affiliates in developing their businesses and in securingand retaining customers, and has been and will be acquired by him because ofhis business position with the Company, its subsidiaries and affiliates.  The Executive agrees that, during theEmployment Period and the Noncompetition Period, he will not, directly orindirectly, solicit  or recruit anyemployee of the Company or its subsidiaries (hereinafter the Group) for thepurpose of being employed by him or by any competitor of the Company or of theGroup on whose behalf he is acting as an agent, representative or employee andthat he will not convey any such confidential information or trade secretsabout other employees of the Company or the Group to any other person.

(d)           **Ownership of Developments**.  Anyinvention, improvement, design, development or discovery conceived, developed,created or made by Executive alone or with others, during the period of hisemployment hereunder and applicable to the business of the Company, whether ornot patentable or registrable, shall become the sole and exclusive property ofthe Company.  Executive shall disclosethe same promptly and completely to the Company and shall, during the period ofhis employment hereunder and at any time and from time to time hereafter (i)execute all documents requested by the Company for vesting in the Company theentire right, title and interest in and to the same, (ii) execute all documentsrequested by the Company for filing and prosecuting such applications forpatents, trademarks and/or copyrights as the Company, in its sole discretion,may desire to prosecute, and (iii) give the Company all assistance itreasonably requires, including the giving of testimony in any suit, action orproceeding, in order to obtain, maintain and protect the Company’s righttherein thereto.

In the event that the Company is unable to secure the signature ofExecutive on any document necessary to apply for, prosecute, obtain, or enforceany patent, copyright, trademark or other similar right, whether due to mentalor physical incapacity or any other cause, Executive hereby irrevocablydesignates and appoints the Company and each of its duly

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authorizedofficers, as his agent and attorney in fact, to act for and in his behalf andstead, to execute and file any such document and to do all other lawfullypermitted acts to further the prosecution, issuance, and enforcement ofpatents, copyrights, trademarks, or other rights of protection with the sameforce and effect as if executed and delivered by Executive.

8.             **Assignment; Successors**.

Asused in this Agreement, “Company” and “Group” shall mean as defined above andany successor (whether direct or indirect, by purchase, merger, consolation orotherwise) to all or substantially all of the business and/or assets of theCompany or the Group or which otherwise becomes bound by all the terms andprovisions of this Agreement by operation of law.

                ThisAgreement is a personal contract and, except as specifically set forth herein,or by law, Executive’s rights and obligations hereunder may not be sold,transferred, assigned, pledged or hypothecated by Executive.  This Agreement shall be binding uponExecutive, and shall inure to the benefit of his heirs, executors andadministrators, and upon the Company, its successors and assigns.

The rights and obligations of the Company hereundermay, in whole or in part, be sold, transferred or assigned by the Company toany affiliated or successor corporation; provided, however, thatany such transfer will not relieve the Company of its obligations hereunder.

9.             **Notice**.  For thepurposes of this Agreement, notices, demands and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to havebeen duly given when delivered or (unless otherwise specified) ten (10) daysafter having been mailed by certified or registered mail, return receiptrequested, postage prepaid, addressed as follows:

If to the Executive:

3 Smadar St. Jerusalem

If to the Company:

Kiryat Atidim,Tel Aviv, Israel Att. Aharon Fogel

orto such other address as any party may have furnished to the other in writingin accordance therewith, except that notices of change of address shall beeffective only upon receipt.

10.           **Choice of Law.**  This Agreement and the legal relations betweenthe parties hereto shall be governed by and in accordance with the laws of theState of Israel.

11.           **Counterparts.**  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

12.           **Waiver.** Failure to insist upon strict compliance with any of the terms,covenants or conditions hereof shall not be deemed a waiver of such term,covenant or condition, nor shall any waiver or relinquishment of any right orpower hereunder at any one or more times be deemed a waiver or relinquishmentof such right or power at any other time or times.

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13.           **Miscellaneous**.  No provision of this Agreement may be modified,waived or discharged unless such waiver, modification or discharge is agreed toin writing signed by the Executive and the Company.

14.           **Validity**.  The invalidity or unenforceability of anyprovision or provisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, which shall remain infull force and effect.  Upondetermination that any term or other provision is invalid, illegal or incapableof being enforced, this Agreement shall be modified so as to effect theoriginal intent of the parties as closely as possible to the fullest extentpermitted by applicable law.

15.           **EntireAgreement**.  This Agreementsets forth the entire agreement of the parties hereto in respect of the subjectmatter contained herein and supersedes all prior agreements, promises,covenants, arrangements, communications, representations or warranties, whetheroral or written, by any officer, employee or representative of the Company orany party hereto;  Any modifications tothis Agreement can only be made in writing signed by the Executive and anappropriate Company Officer.

**IN WITNESS WHEREOF**, the parties haveexecuted this Agreement on the date first above written.
|                       |   | **Ness Technologies, Inc.** |
|-----------------------|--------|-----------------------------|
| ** **            |   | ** **                  |
| DATE: March 12,  2007 |   | BY:                         | /s/ AHARON FOGEL |
|                  |   | Name:                       | Aharon Fogel |
|                  |   | Title:                      | Chairman of the  Board |
|                  |   |                        |   |
| ** **            |   |                        | /s/ ISSACHAR GERLITZ |
| ** **            |   | Name:                       | Issachar Gerlitz |
| ** **            |   | Title:                      | Executive Vice President |
| ** **            |   |                        |   |
| ** **            |   | **The Executive**           |
| ** **            |   | ** **                  |
| DATE: March 12,  2007 |   |                        | /s/ ISSACHAR GERLITZ |
|                  |   |                        | Issachar Gerlitz |
|                       |        |                             |  |  |  |  |

 

 

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**EXHIBITA**

### **Executive OptionAgreement**

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**NESSTECHNOLOGIES INC.**

**OPTIONAGREEMENT**

**Made as of the 12dayof March, 2007**
| **BETWEEN:** |       | Ness Technologies Inc., a Delaware Corporation     |
|--------------|------------|----------------------------------------------------|
|         |       | having offices at Kiryat  Atidim, Tel Aviv, Israel |
| ** **   | ** ** | (hereinafter, the “**Company**”)         |
|         | ** ** | ** **                                         | **on the  one part** |
| **AND:**     |       | Name: Issachar Gerlitz                             |
|         | ** ** | I.D. No.051741270                                  |
|         | ** ** |                                               |
| ** **   | ** ** | (hereinafter the “**Optionee**”)         |
| ** **   | ** ** | ** **                                         | **on the  other part** |
|              |            |                                                    |  |  |

 

**WHEREAS**                                 TheCompany is in the process of drafting and finalizing the 2007 option plan thatwill be brought for approval to the Company’s Board of Directors and to theCompany’s stockholders at the upcoming stockholders meeting and which will, inthe relevant aspects, not differ materially from the Company’s 2003 IsraeliShare Option Plan (the “**ISOP**”) attachedas **Exhibit A** hereto, forming anintegral part hereof, and such new 2007 option plan, once approved (the “2007Plan”), will replace the ISOP and will be attached hereto as Exhibit A; and -

**WHEREAS**                                 TheCompany intends, subject to the approval of the Board, (to grant to theOptionee Options to purchase Shares of the Company under the 2007 Plan, and theOptionee has agreed to receive such grant, subject to all the terms andconditions as set forth in the 2007 Plan and as provided herein.

**NOW, THEREFORE**,it is agreed as follows:

**1.         Preambleand Definitions**

**1.1**                                           The preamble to thisagreement constitutes an integral part hereof.

**1.2**                                           Unless otherwisedefined herein, capitalized terms used herein shall have the meaning ascribedto them in the ISOP and, once the 2007 Plan is approved as required byapplicable law, the meaning ascribed to them or to equivalent terms in the 2007Plan.

**1.3**                                           Once the 2007 Plan isapproved as required by applicable law, all references to sections in the ISOPor to the ISOP will be deemed to be replaced by references to the comparablesections of the 2007 Plan or to the 2007 Plan.

**2.         Grantof Options**

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**2.1**                                           The Company herebygrants the Optionee the number of Options set forth in Section 1 of Exhibit B attached hereto and formingan integral part hereof (the “Options”), each Option  shall be exercisable for one common share ofthe Company, par value 0.01$ per share, taken from the total number of sharesreserved for purposes of the 2007 Plan in the Company’s authorized capital (the“Shares”), at a price perShare set forth in Section 2 of such Exhibit B (the “Purchase Price”), on the terms and subjectto the conditions hereinafter provided.

**                                                         **The Option Price isstated and will be paid in U.S. dollars.

**2.2**                                           The Optionee is awarethat the Company intends to issue additional shares, options and otherinstruments convertible into shares in the future to various entities andindividuals, as the Company in its sole discretion shall determine.

**3.      Period of Options and Conditions ofExercise**

**3.1**                                           The term of thisOption Agreement shall commence on the date hereof (the “Date of Grant”) and shall terminate at theExpiration Date (as defined in Section 2.12 in the ISOP and as set forth inSection 3 of ExhibitB),or at any other time at which the Options expire pursuant to the terms of theISOP or pursuant to this Option Agreement.

**3.2**                                           Once vested inaccordance with ExhibitB,Options may be exercised by the Optionee in whole or at any time or in partfrom time to time,  prior to theExpiration Date, and provided that, subject to the provisions of Section 10.5of the ISOP, the Optionee is an employee or providing services to the Companyor any of its Affiliates at all times during the period beginning with thegranting of the Options through the relevant vesting date and ending upon thedate of exercise.

**3.3**                                           The Options may beexercised only to purchase whole Shares, and in no case may a fraction of aShare be purchased. If any fractional Shares would be deliverable uponexercise, such fraction shall be rounded up to the nearest whole number in theevent it equals one-half or more, or otherwise rounded down, to the nearestwhole number.

**3.4**                                           The vested Options, tothe extent not previously fully exercised, will be redeemable as described in Exhibit B upon receipt by the Companyof a written request by the Optionee.

**4.**                            Change of Control

**Notwithstanding anything to the contrary in Section 9.5 ofthe ISOP and in addition thereto, in the event of a Change in Control asdescribed in Section 9.5 of the ISOP, the following shall occur:**

**4.1****                                        **VestingDates shall be accelerated so that any unvested Option shall be immediatelyvested in full as of the date which is ten (10) days prior to the effectivedate of the Change in Control, and the Committee shall notify the****

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**                                                         **Optioneethat the unexercised Options are fully exercisable for a period of ten (10)days from the date of such notice, and that any unexercised Options shallterminate upon the expiration of such period

**4.2**                                           The Optionee shall be entitled to receive the AdditionalPayment, as set forth in Exhibit B.

**5.         Vesting;Period; Expiration**

**Subject to the provisions of the ISOP, Options shall vestand become exercisable according to the Vesting Dates set forth in**Exhibit B hereto.

**All unexercised and unredeemed Options granted to theOptionee shall terminate and shall no longer be exercisable on the ExpirationDate, as set forth in**ExhibitB heretoand as described in Section 2.12 of the ISOP.

**6.         Exerciseof Options**

6.1**                                          **Optionsmay be exercised in accordance with the provisions of Section 10.1 of the ISOP.

6.2                                           Inorder for the Company to issue Shares upon the exercise of any of the Options,the Optionee hereby agrees to sign any and all documents required by anyapplicable law and/or by the Company’s incorporation documents. The Optioneefurther agrees that in the event that the Company and its counsel deem itnecessary or advisable, in their sole discretion, the issuance of Shares may beconditioned upon certain representations, warranties, and acknowledgments bythe Optionee.

6.3                                           TheOptionee acknowledges that the Company may transfer the administration of theoptions system to an independent contractor at its discretion (and heundertakes to follow the rules and practices of such contractor regarding theexercise of his options (currently Tamir Fishman).

6.4                                           TheCompany shall not be obligated to issue any Shares upon the exercise of anOption if such issuance, in the opinion of the Company, might constitute aviolation by the Company of any provision of law.

6.5                                            EachOption shall be subject to the further requirement that, if at any time theBoard (or the Committee) shall determine in its sole discretion that theconsent or approval of any governmental regulatory body, is necessary as acondition of, or in connection with, the granting of such Option or theissuance of Shares thereunder, such Option may not be exercised in whole or inpart, unless such consent or approval shall have been affected or obtained freeof any conditions not acceptable to the Board or the Committee.

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**7.         Restrictionson Transfer of Options and Shares**

7.1                                           Notwithstandinganything to the contrary set forth in the ISOP or herein, the Company intendsto use its best efforts to register the Shares underlying the Options pursuantto the Securities Act of 1933 using a registration statement on Form S-8.However, even following the effectiveness of such registration, the transfer ofOptions and the transfer of Shares to be issued upon exercise of the Optionsshall remain subject to various other limitations set forth in the ISOP and inthe Company’s incorporation documents, in any shareholders’ agreement to whichthe holders of ordinary shares of the Company are bound or in or in anyapplicable law including securities law of any jurisdiction.

This Section shall not constitute an undertaking bythe Company to register the Shares as aforementioned within a certain period oftime and the Board may choose to postpone or otherwise delay the registrationif, in its sole discretion, such delay or postponement is advisable to theCompany.

7.2           Withrespect to any Approved 102 Option, subject to the provisions of Section 102 ofthe Income Ordinance (New Version), 1961, and any rules or regulation or ordersor procedures promulgated thereunder, an Optionee shall not sell or releasefrom trust any Share received upon the exercise of an Approved 102 Optionand/or any share received subsequently following any realization of rights,including without limitation, bonus shares, until the lapse of the HoldingPeriod required under Section 102 of the Ordinance. Notwithstanding the above,if any such sale or release occurs during the Holding Period, the sanctionsunder Section 102 of the Ordinance and under any rules or regulation or ordersor procedures promulgated thereunder shall apply to and shall be borne by suchOptionee.

7.3                                           Withrespect to Unapproved 102 Option, if the Optionee ceases to be employed by theCompany or any Affiliate, the Optionee shall extend to the Company and/or itsAffiliate a security or guarantee for the payment of tax due at the time ofsale of Shares, all in accordance with the provisions of Section 102 and therules, regulation or orders promulgated thereunder.

7.4                                           TheOptionee acknowledges that in the event additional shares of the Company shallbe registered for trading in any public market, the Optionee’s right to sellShares may be subject to limitations (including a lock-up period), as will berequested by the Company or its underwriters, and the Optionee unconditionallyagrees and accepts any such limitations.

The Optionee acknowledges that in order to enforce theabove restriction, the Company may impose stop-transfer instructions withrespect to the exercised Shares.

7.5                                           TheOptionee shall not dispose of any Shares in transactions which violate, in theopinion of the Company, any applicable laws, rules and regulations or any lockup imposed by the Company.

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7.6                                           TheOptionee agrees that the Company shall have the authority to imprint upon thecertificate or certificates representing the Shares such legends referring tothe foregoing restrictions, and any other applicable restrictions as it maydeem appropriate (which do not violate the Optionee’s rights according to thisOption Agreement).

7.7                                           TheCompany intends to register the Shares underlying the Options on a Form S-8 tobe filed with the Securities and Exchange Commission pursuant to the U.S.Securities Act of 1933, as amended.

7.8                                           Withrespect to any person subject to the reporting requirements of Section 16(a) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “ReportingPerson”), transactions under the ISOP are intended to comply with allapplicable conditions of Rule 16b-3 under the Exchange Act.  To the extent any provision of the ISOP orany action by an authority under the ISOP fails to so comply, such provision oraction shall, without further action by any person, be deemed to beautomatically amended to the extent necessary to effect compliance with Rule16b-3, provided that if such provision or action cannot be amended to effectsuch compliance, such provision or action shall be deemed null and void, to theextent permitted by law and deemed advisable by the appropriate authority.  Each Option to a Reporting Person under theISOP shall be deemed issued subject to the foregoing qualification.

** 8.        Taxes; Indemnification**

8.1                                           Anytax consequences arising from the grant or exercise of any Option, from thepayment for Shares covered thereby, from the redemption of the Options, fromthe payment of the additional payment as set forth in Section 4 herein or fromany other event or act (of the Company and/or its Affiliates, the Trustee orthe Optionee), hereunder, shall be borne solely by the Optionee. The Companyand/or its Affiliates and/or the Trustee shall withhold taxes according to therequirements under the applicable laws, rules, and regulations, includingwithholding taxes at source. Furthermore, the Optionee hereby agrees toindemnify the Company and/or its Affiliates and/or the Trustee and hold them****harmless against and from any and allliability for any such tax or interest or penalty thereon, including withoutlimitation, liabilities relating to the necessity to withhold, or to havewithheld, any such tax from any payment made to the Optionee.

8.2                                         The Optioneewill not be entitled to receive from the Company and/or the Trustee any Sharesallocated or issued upon the exercise of Options prior to the full payments ofthe Optionee’s tax liabilities arising from Options which were granted to himand/or from the Shares issued upon the exercise of Options. For the avoidanceof doubt, neither the Company nor the Trustee shall be required to release anyshare certificate to the Optionee until all payments required to be made by theOptionee have been fully satisfied.

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8.3                                           Thereceipt of the Options and the acquisition of the Shares to be issued upon theexercise of the Options may result in tax consequences. THE OPTIONEE IS ADVISEDTO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OREXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

8.4                                           Withrespect to Approved 102 Options, the Optionee hereby acknowledges that he isfamiliar with the provisions of Section 102 and the regulations and rulespromulgated thereunder, including without limitations the type of Optiongranted hereunder and the tax implications applicable to such grant. TheOptionee accepts the provisions of the trust agreement, attached as **Exhibit C** hereto, and agrees to be bound byits terms.

8.5                                           TheOptionee hereby acknowledges that the special tax treatment afforded to himpursuant to Section 102 and the regulations and rules promulgated thereunder,if any, shall **not** apply to theredemption or the additional payment provided for in Section 4 herein and on **Exhibit B** hereto.

## **9.****                  Miscellaneous**

9.1**                                          **No Obligation to Exercise Options. The grant and acceptance of these Options imposes no obligation on the Optionee toexercise any or all of the Options.

9.2                                           Confidentiality.  TheOptionee shall regard the information in this Option Agreement and its exhibitsattached hereto as confidential information and the Optionee shall not reveal its contents to anyone except whenrequired by law or for the purpose of gaining legal or tax advice.

9.3                                           Continuation of Employment or Service. Neither the ISOP nor this Option Agreement shall impose any obligationon the Company or an Affiliateto continue the Optionee’s employment or service and nothing in the ISOP or inthis Option Agreement shall confer upon the Optionee any right to continue inthe employ or service of the Company and/or an Affiliate or restrict the rightof the Company or an Affiliate to terminate such employment or service at anytime.

9.4                                           Entire Agreement. Subject to the provisions of the ISOP, towhich this Option Agreement is subject, this Option Agreement, together withthe exhibits hereto, constitute the entire agreement between the Optionee andthe Company with respect to Options granted hereunder, and supersedes all prioragreements, understandings and arrangements, oral or written, between theOptionee and the Company with respect to the subject matter hereof.

9.5                                           Failure to Enforce - Not a Waiver. The failure of any party to enforce at anytime any provisions of this Option Agreement or the ISOP shall in no way beconstrued to be a waiver of such provision or of any other provision hereof.

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9.6                                           Provisionsof the ISOP. The Options provided for herein are granted pursuant to theISOP and said Options and this Option Agreement are in all respects governed bythe ISOP and subject to all of the terms and provisions of the ISOP.

Any interpretation of this Option Agreement will bemade in accordance with the ISOP but in the event there is any contradictionbetween the provisions of this Option Agreement and the ISOP, the provisions ofthe Option Agreement will prevail.

9.7                                           BindingEffect. The ISOP and this Option Agreement shall be binding upon the heirs,executors, administrators and successors of the parties hereof.

9.8                                           Notices.All notices or other communications given or made hereunder shall be in writingand shall be delivered or mailed by registered mail or delivered by email orfacsimile with written confirmation of receipt to the Optionee and/or to theCompany at the addresses shown on the letterhead above, or at such other placeas the Company may designate by written notice to the Optionee. The Optionee isresponsible for notifying the Company in writing of any change in the Optionee’saddress, and the Company shall be deemed to have complied with any obligationto provide the Optionee with notice by sending such notice to the addressindicated below.
| **Company’s Signature:**              |   |                              |
|--------------------------------------------|--------|-----------------------------------|
| ** **                                 |   |                              |
| Name: Ilan Rotem                           |   | Hadas Halbreich                   |
| Position:  Secretary & General Counsel |   | Compensation and Benefits Manager |
| Signature:                                 |   |                              |   |   |   |
|                                            |        |                                   |  |  |  |

 

I, the undersigned, hereby acknowledge receipt of acopy of the ISOP and accept the Options subject to all of the terms andprovisions thereof. I have reviewed the ISOP and this Option Agreement in itsentirety, have had an opportunity to obtain the advice of counsel prior toexecuting this Option Agreement, and fully understand all provisions of thisOption Agreement. I agree to notify the Company upon any change in theresidence address indicated above. I am aware that the Options granted to meare intended to be granted pursuant to the terms of the 2007 Plan.
|                  |            |            |                                                              |                    |
|------------------|-----------------|-----------------|-------------------------------------------------------------------|-------------------------|
|             | **Date**        |            | **Optionee’s Signature**                                     |
|             |            |            |                                                              |                    |
| ** **       | ** **      | ** **      |                                                              |                    |
| **Attachments:** | **Exhibit  A:** | ** **      | **Ness Technologies Inc. 2003 Israeli Share Option  Plan (to be** | ** **              |
| ** **       | ** **      | ** **      | **replaced by the 2007 option plan)**                             | ** **              |
| ** **       | ** **      | ** **      | ** **                                                        | ** **              |
| ** **       | ** **      | **Exhibit  B:** |                                                              | **Terms of the Option** |   |
| ** **       | ** **      | ** **      |                                                              | ** **              |   |
| ** **       | ** **      | **Exhibit  C:** |                                                              | **Trust Agreement**     |   |
|                  |                 |                 |                                                                   |                         |  |  |  |  |

 

 

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**EXHIBITB****Terms of the Option**

** **
| 1. Number of Options  granted:            |   | 250,000                                              |   |
|-------------------------------------------|--------|------------------------------------------------------|--------|
| 2. Price per Share:                       |   | NASDAQ closing price on March 15, 2007               |   |
| 3. Expiration Date:                       |   | 31.12.2011                                           |   |
| 4. Date of Grant:                         |   | Upon the approval by the Company’s shareholders |   |
| 5. Vesting and Exercise dates as follows: |   |                                                 |   |
|                                      |   |                                                 |   |

 
| **Percentage of the Optionee’s total number  of Options** | ** ** | ** ** | **Vesting Date** | ** ** |
|----------------------------------------------------------------|------------|------------|------------------|------------|
| 33 1/3%                                                        |       |       | 16.3.2008        |       |
| 33 1/3%                                                        |       |       | 16.3.2009        |       |
| 33 1/3%                                                        |       |       | 16.3.2010        |       |

 
| 6. Change of Control |   | In case of Change of Control before 31.12.08 the  Optionee will be entitled to a gross cash grant equal to the difference  between the gross consideration paid (in cash or in kind) for each share in  the Change of Control event and the exercise price multiplied by the number  of options vested on or before the Change of Control according to this Option  Agreement. |   |
|----------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|

 
| Signatures |         |   |        |   |
|------------|--------------|--------|-------------|--------|
|       | The Optionee |   | the Company |   |

 

 

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