**Exhibit 10.31**

**Employment Contract**

**NESSSlovensko, a.s.**with its registered seat at Na Hrebienku 31, Bratislava 811 02Identification No. 00 603 783, VAT No.: 2020486732

registered in theCommercial Register of the District Court Bratislava I, Section Sa, Insert 89/B,acting through Milan Slanina and Vlastimil Daníček, members of the board of directors

(hereinafter the“Employer”)

of the one part

and

**IvanHruška**Permanently residing at Kuzmányho 7, 040 01 Košice,birth index no.: 590904/6891

(hereinafter theEmployee)

of the other parts

have entered intothis Employment Contract pursuant to Section 42 et seq. of Act No. 311/2001Coll., the Labour Code

**In consideration of their obligations set forthherein and wishing to be bound hereby, the parties have agreed as follows:**

**1.****                 RECITALS**

1.1.                 Theparties hereby establish an employment relationship between the Employee andthe Employer.

**2.****                 SUBJECTOF THE CONTRACT**

2.1.                 Thesubject of this Contract is the regulation of the terms of performance of theEmployee’s work for the Employer.

**3.****                 WORKTYPE**

3.1.                 TheEmployer hereby employs the Employee as the President of Ness Europe focusingon the consolidation of NESS Slovensko, a.s.

3.2.                 Detailedspecification of the type of work under the previous paragraph is set forth inthe annex hereto, which is an integral part of this Contract. The Employeeacknowledges that the performance of work for the Employer requires maximumflexibility in the performance of individual work tasks.

**4.****                 PLACEOF PERFORMANCE OF THE WORK**

4.1.                 Theplace of performance of the work is Košice. The Employer may send the Employeeto a business trip for the necessary period.

4.2.                 Atthe same time, the Employee has been notified that a major part of the workspecified in Article 3 above is performed at the operating facilities ofcustomers or in other offices of the Employer and that the Employee will workat such premises if necessary for the performance of his work tasks.

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**5.****                 STARTDATE**

5.1.                 Thestart date of the Employee’s work has been agreed on 1 January 2007.

5.2.                 Thisdate is the date of the establishment of a formal relationship between theEmployee and the Employer.

**6.****                 DURATIONOF THE EMPLOYMENT AND NOTICE PERIOD**

6.1.                 Theemployment relationship has been agreed for an unlimited period of time

6.2.                 A6-month notice period has been agreed pursuant to Section 62 of theLabour Code, beginning with the first day of the calendar month following theservice of the notice.

**7.****                 WORKINGTIME AND VACATION**

7.1.                 Ithas been agreed that the weekly working time shall amount to 40 hours (inwords: forty hours) a week Monday to Friday, with an uneven work schedule. TheEmployee shall be entitled every working day to a one-hour meal break. Inexceptional cases in which the Employee performs work at a customer’s premises,the work can be scheduled differently and adjusted to the possibilities ofperformance of work at the customer’s premises. The Employer may order overtimework to the Employee to the extent permitted by the law.

7.2.                 Theparties have agreed that the Employee is entitled to vacation for a periodwhich is five days longer than the minimum statutory vacation entitlement.

7.3.                 Thetime when the Employee will take vacation shall be specified by the Employer inorder to ensure reasonable balance between the Employee’s interests and thebusiness interests of the Employer.

**8.****                 BASICWAGE, NON-MANDATORY AND VARIABLE WAGE COMPONENTS AND PAY****DAYS**

8.1.                 TheEmployee is entitled to a wage for his work performed for the Employer inaccordance with a wage assessment, which is attached hereto as an integral partof this Contract.

8.2.                 Theamount of the monthly wage covers any overtime work, as the wage also contains,pursuant to Section 121(2) of the Labour Code, also remuneration forovertime work, and the Employee does not become entitled by virtue thereof toany further wage or time-off.

8.3.                 Thewage is payable retroactively by the 15th day of the following calendar month.

**9.****                 EMPLOYER’SRIGHTS AND OBLIGATIONS**

9.1.                 Sincethe date of establishment of the employment relationship, the Employer isobliged to allocate to the Employee work in accordance with the provisionshereof, to create for the Employee all conditions necessary for successfulperformance of the determined work tasks and to comply with all other dutiesprescribed by the Employer by applicable laws.

9.2.                 Duringthe existence of the employment relationship, the Employer shall provide to theEmployee an automobile for business and private purposes. Fuel costs shall becovered by the Employer, except for fuel consumed by the Employee on privatetrips, which shall be covered by the Employee.

9.3.                 Duringthe existence of the employment relationship, the Employer shall provide to theEmployee working aids and instruments necessary for the performance of theEmployee’s work tasks, which shall be further specified in the wage assessmentor in another corporate document.

9.4.                 Duringthe existence of the employment relationship, the Employer shall pay healthinsurance for the Employee and his family members.

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9.5.                 Duringthe existence of the employment relationship, the Employer shall pay IAPAinsurance for the Employee.

9.6.                 TheEmployer shall withhold from the Employee’s wages all amounts prescribed byapplicable laws.

**10.****          EMPLOYEE’SRIGHTS AND OBLIGATIONS**

10.1.          TheEmployer undertakes to fully use the agreed working time for the performance ofassigned work tasks, to perform these tasks in person, diligently,professionally, in good quality and in time, to work in accordance with hiscapacities, knowledge and abilities in compliance with the requirements of thecurrent working rules and directives issued by the Employer, or resultingfrom the nature of the performed work or from the Employee’s position. Anybreach of these requirements shall be deemed a breach of the work discipline. Aserious breach of work discipline may result in termination of the employmentrelationship with the Employee.

10.2.          TheEmployer shall adhere to the instructions of his supervisors and of theEmployer and undertakes to comply with principles of cooperation with the otheremployees.

10.3.          TheEmployer shall comply with applicable laws relating to the work performed byhim and with all other regulations with which he has been familiarized by theEmployer.

10.4.          TheEmployee shall duly manage any means entrusted to him for the performance ofthe agreed work type and shall safeguard and protect the Employer’s propertyfrom any damage, loss, destruction and misuse. Any damage to entrusted meansshall be reported by the Employee to the Employee in the pre-determined manner.In the case of termination of the employment, the Employee shall return to theEmployer all entrusted means in the condition in which took them over, save forordinary wear and tear.

10.5.          Ifthe Employee is entrusted cash, stamps, merchandise, materials or othervaluables for the performance of the agreed work type, the Employee undertakesto execute with the Employer an agreement on material liability pursuant toSection 182 of the Labour Code, and to confirm to the Employer in writingthat he has taken over such valuables. The Employer may determine that theexecution of such agreement on material liability is a condition of theEmployee’s eligibility for the performance of the work.

10.6.          Inthe case that the Employee is entrusted, as determined by the Employer, certainthings for the performance of the agreed work type (e.g. a computer, mobilephone, automobile etc.), the Employee undertakes to issue to the Employer,pursuant to Section 185 of the Labour Code, a written acknowledgement ofacceptance of such valuables.

10.7.          TheEmployee agrees that he may be sent to a business trip and undertakes to alsoperform his work tasks at such trip.

**11.****          PERFORMANCEOF OTHER GAINFUL ACTIVITY**

11.1.          TheEmployee undertakes not to perform, without prior express written consent ofthe Employer, directly or indirectly, any other activities beside this agreedemployment relationship, which would be identical with or similar to  the activities representing the object ofbusiness activities of the Employer, whether alone or for another employer.This obligation shall stay in force for 6 months after the termination of hisemployment. The Employee undertakes to refrain from any activities that are inconflict with the Employer’s interests; *interalia*, the Employee undertakes to refrain from taking any steps thatmay result in a loss of the Employer’s employees or customers. This obligationshall stay in force for 1 year after the termination of his employment.

11.2.          TheEmployee undertakes to defend in any circumstances the good name, prosperityand justified interests of the Employer and to use all acquired knowledge inthe Employer’s favour. 

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The Employee isobliged to represent adequately and appropriately the Employer during theperformance of the Employee’s work.

11.3.          Anybreach of a duty agreed in this Article 11 is deemed to be a seriousbreach of work discipline pursuant to Section 68(1)(h) of the Labour Code,due to which the Employer may terminate the employment relationship withimmediate effect.

**12.****          COPYRIGHT**

12.1.          Ifthe Employee creates as an author or co-author, for the purpose of performanceof duties arising to him from his employment, a work pursuant to the CopyrightAct (hereinafter the “Employee’s Work”), the Employer shall be the originalholder of the right to use such work and to grant permission with each usethereof in all forms listed in Article 18(2) of Act No. 618/2003Coll. on Copyright and Related Rights (hereinafter the “Copyright Act”), andshall be entitled to carry out in its name and on its account all proprietaryrights relating to such work subject to the terms of the Copyright Act. Duringthe exercise of proprietary rights to the Employee’s Work by the Employer, theEmployee, as the author of such work, shall refrain from the exercise of theproprietary rights to such work. The author’s fee to which the Employee shallbe entitled due to the use and dissemination of the work and to the exercise ofother proprietary rights thereto by the Employer is included in theremuneration which is paid to the Employee by the Employer hereunder. TheEmployer’s rights arising from the creation of an author’s work by the Employeeshall not be affected by any termination of the Employee’s employment with theEmployer.

12.2.          Ifthe Employee creates during the performance of his work tasks arising from theemployment a product which meets the criteria of an invention or an industrialdesign, all legal relations between the Employee and the Employer resultingtherefrom shall be governed by applicable laws; the fee to which the Employeeshall be entitled due to the creation of such invention or industrial design isincluded in the remuneration paid to the Employee by the Employer under thisContract.

12.3.          Anemployee who has created an invention during the performance of tasks arisingfrom his employment (hereinafter the “author”) shall notify the Employerthereof in writing without undue delay and shall hand over to the Employer allbasic data and materials necessary for the assessment of such invention. TheEmployer may claim from the author in writing the right to the solution withinthree months after the notice referred to in the previous sentence. An employeewho has created an industrial design the performance of tasks arising from hisemployment shall notify the Employer thereof in writing without undue delay andshall hand over to the Employer at the same time a drawing of the design.

12.4.          Ifthe Employee creates during the performance of his work tasks arising from theemployment a product which meets the criteria of intellectual propertyprotected by the law, all legal relations between the Employee and the Employerresulting therefrom shall be governed namely by the principles set forth inArticles 12.1. and 12.2., particularly with regard to the Employer’sright to use such product and the fee for creation of such product, and byapplicable laws.

12.5.          Ifthe Employee creates, based on the experience and/or materials acquired duringthe existence of this employment, the Employee undertakes to offer this productfor use first of all to the Employer under terms similar to the terms set forthherein.

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**13.****                    OBLIGATIONOF CONFIDENTIALITY**

13.1.          TheEmployee undertakes to keep confidential all facts learned by him in connectionwith his performance of work for the Employer which have the nature of businesssecret and the disclosure of which to third parties could affect in any waywhatsoever business interests and/or good name of the Employer and/or hisbusiness partners and clients. Confidential information includes, withoutlimitation, all information about customer databases, data files andtechnologies, as well as all information relating to suppliers, customers,individuals or companies related economically or personally with them and anythird parties maintaining any business relations with the Employer.

13.2.          TheEmployee may not disclose to the public communication media any informationrelating to the Employer, its business partners or business interests, unlessgranted prior consent of the Employer.

13.3.          TheEmployee may not make copies or excerpts from any working materials and basicdata in any form, included databases and intangible data, for purposes otherthan the Employer’s purposes. In the case of termination of his employment, theEmployer shall return to the Employer under a protocol all working materialsand data and any copies thereof.

13.4.          Abreach of any duty agreed in this Article shall be deemed to be a seriousbreach of work discipline within the meaning of Section 68(1)(b) of theLabour Code, due to which the Employer shall be entitled to terminate hisemployment with immediate effect.

13.5.          TheEmployee’s obligation to keep confidential and protect confidentiality ofinformation acquired from the Employer during the existence of the employmentrelationship shall survive for three years, in the above-defined scope, anytermination of the employment.

**14.****                    PROTECTIONOF PERSONAL DATA**

14.1.          TheEmployee agrees with processing his personal data by the Employer subject tothe terms defined below.

14.2      The Employer may only process such data thecontent and scope of which corresponds to the purpose of their processing.

14.3.          Inorder to maintain the personal data up-to-date, the Employer shall correct ordestroy personal data which have become outdated during their processing.

14.4.          TheEmployer shall be liable for personal data security by protecting them fromtheft, loss, damage, unauthorized access, change or dissemination.

14.5.          TheEmployer shall keep confidential all processed personal data and thetermination of their processing.

14.6.          Uponthe Employee’s request, the Employer shall provide to the Employee within30 days any information related to the processing of personal data,  shall correct all data that are incorrect orthat have become outdated during their processing, if so required by hispurpose, and shall liquidate all personal data the purpose of which has beenmet.

14.7.          TheEmployee represents that he agrees with transfer of his personal data abroad;the liability for security of such transferred data rests with the Employer.

14.8.          TheEmployee further agrees that the Employer hands over his personal data tocompanies based in other countries that are members of the same holding as theEmployer within the meaning of Act No. 513/1991 Coll., the CommercialCode, as amended, and in accordance with the relevant corporate regulation ofthe Employer relating to personal data protection if its employees, and in thefollowing scope: name, surname, permanent residence address, wages,professional knowledge and experience of the Employee.

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**15.****                    FINALPROVISIONS**

15.1.          Anyrights and obligations of the Employer and the Employee not expressly regulatedherein shall be governed by generally binding Slovak laws, particularly by theLabour Code No. 311/2001 Coll., as amended, or by corporate regulations ofthe Employer.

15.2.          ThisContract represents the entire agreement of the parties regarding the subjectmatter hereof and supersedes all prior verbal or written agreements of theparties

15.3.          ThisContract may be amended solely by written agreement of the parties.

15.4.          ThisContract is executed in two (2) counterparts, one (1) for each of theparties.

**Annexes:**

Detailed job descriptionWage assessment

**Theparties represent that they have read this Contract and agreed with itscontent, IN WITNESS WHEREOF they attach their signatures below:**

| Bratislava, 29  December 2006                             |   | Bratislava, 29 December 2006 |
|----------------------------------------------------------------|--------|-----------------------------------|
| /s/ MILAN  SLANINA                                             |   | /s/ IVAN  HRUSKA                  |
| Milan Slanina, member of the board of directors                |   | Ivan Hruška                  |
| /s/ VLASTIMIL DANÍčEK                                |   |                              |
| Vlastimil Daníček,  member of the board of directors |   |                              |

 

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**DETAILED JOB DESCRIPTION**

Setting strategic business plans of the Employer, alsoin relation to other companies of the same holding as the Employer based inEurope, and supervision over the implementation of these plans.

Setting principles of the Employer’s marketingactivities, also in relation to other companies of the same holding as theEmployer based in Europe.

Ensuring integration of newly acquired subsidiaries ofthe Employer into the overall structure of the Employer, also in relation toother companies of the same holding as the Employer based in Europe.

Ensuring proper functioning of financial processes,human resources activities and purchases of the Employer and supervision oversuch processes, also in relation to other companies of the same holding as theEmployer based in Europe.

Ensuring proper operation of corporate controllingmechanisms of the Employer, quality and methodology management, also inrelation to other companies of the same holding as the Employer based inEurope.

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**SALARYDETERMINATION**

**NESS Slovensko, a.s.**

with its registered officeNa Hrebienku 31, Bratislava 811 02Identification No. 00 603 783, Tax IdentificationNo. 2020486732registered in the Commercial Registrer maintained by the District Court ofBratislava I, Section Sa., Insert 89/Bacting by Milan Slanina and Vlastimil Daníček, members of the Board of Directors

**SALARYDETERMINATION**

**IvanHruška**residing at Kuzmányho 7, 040 01 Košice, rodné číslo: 590904/6891 as the employee

based on the Laborcontract, Section 8

shall be as of 1st ofJanuary 2007 entitled for the salary in the following amount:****(the salary has been stipulated with respect to the overtime and theemergency readiness)

1.                 The sum in theamount of SKK 684.500,- shall be stipulated as a fixed basic monthly wage.

2.                 The sum in theamount of SKK 456.300,- per month shall be considered as a flexible partof the wage in case of 100% fulfillment of criteria specified by the company.

3.                 The flexible partof the wage shall be paid out quarterly on the pay day following thequarter, as an advanced payment per the first, second and third quartermaximally to the amount of 50 % from the amount related to the relevantquarter. The flexible part of the wage shall be paid in case the employee willfulfill the criteria stipulated for the relevant quarter and it can be supposedthat the employee will fulfill the yearly criteria also.

4.                 Per the fourthquarter the employee shall be entitled to the settlement of the whole amount ofthe flexible part of his wage aliquotly according to the fulfillment of thecriteria specified by the company in the scope of 0%-100% of the flexiblepart of the wage. The settlement of the whole amount of the flexible part ofthe wage shall be made on the basis of the annual financialstatements being subject to audit, without any undue delay immediately afterthem being at disposal.

5.                 The settlement ofthe whole flexible part of the wage shall be made on the date of thetermination of the employment also.

The amount of salary shall be each January of therelevant year reconsidered by the employer based on the results of theemployee, and may be changed, but only on the basis of the agreement of bothsides.

This salary determination shall be counted as theintegral part of the labor contract of the employee and may be changed onlybased on the agreement of both sides.

InBratislava, on 29.12.2006

| /s/ MILAN SLANINA                                              |   | /s/ IVAN HRUšKA |
|----------------------------------------------------------------|--------|----------------------|
| Milan Slanina, member of the board of directors                |   | Ivan Hruška     |
| /s/ VLASTIMIL DANÍčEK                                |   |                 |
| Vlastimil Daníček,  member of the board of directors |   |                 |

 

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