EXHIBIT 11

CODE OF BUSINESS CONDUCT AND ETHICS

OF

OPTIBASE LTD.

(as adopted by the Board
of Directors on April 20, 2004)

Introduction

This Code of Business Conduct and Ethics (the Code) of Optibase Ltd. and any of its
subsidiaries (the Company)
covers a wide range of business practices and procedures. It does not cover
every issue that may arise, but it sets out basic principles to guide all
employees of the Company. All of our employees must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior.

Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation that you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section
12of this Code.

|1. | 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 employees must respect and obey the laws of
  the cities, states and countries in which we operate. Although not all
  employees are expected to know the details of these laws, it is important to
  know enough to determine when to seek advice from immediate supervisors,
  managers or other appropriate personnel.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Conflicts of
  Interest                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                           
|   | A conflict
  of interest exists when a persons private interest interferes in any way
  with the interests of the Company.                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | You must
  avoid any personal activity, investment or association that could appear to
  interfere with good judgment concerning the Companys best interests. You may
  not exploit your position for personal gain. You should avoid even the
  appearance of such a conflict. For example, there is a likely conflict of
  interest if you:                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        | cause the
  Company to engage in business transactions with relatives or friends;                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        | have more
  than a modest financial interest in the Company s vendors, clients or
  competitors; or                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        | compete, or
  prepare to compete, with the Company while still employed by the Company and
  a reasonable time thereafter.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                           

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|   | There are
  many other situations in which a conflict of interest may arise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 may not always be clear-cut, so if you have a question, you should
  consult with higher levels of management. Any employee, director or officer
  who becomes aware of a conflict or potential conflict should bring it to the
  attention of an immediate supervisor, manager or other appropriate personnel
  or consult the procedures described in Section
  12of this Code.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Insider
  Trading                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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
  employees trading in securities of the Company. This policy has been
  distributed to all relevant employees. If you have any questions, please
  consult the Companys Chief Financial Officer.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | Corporate
  Opportunities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Employees,
  officers and directors are prohibited from taking for themselves personal
  opportunities that are discovered through the use of corporate property,
  information or position without the consent of the Board of Directors (and/or
  the audit committee if required by any applicable law). No employee may use
  corporate property, information, or position for improper personal gain, and
  no employee may compete with the Company directly or indirectly. Employees,
  officers and directors owe a duty to the Company to advance its legitimate
  interests when the opportunity to do so arises.                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | Competition
  and Fair Dealing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | We seek to
  outperform our competition fairly and honestly. Stealing 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 are prohibited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Each
  employee should endeavor to respect the rights of and deal fairly with the
  Companys customers, suppliers, competitors and employees. No 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|   | Aggressive
  selling should not include misstatements, innuendo or rumors about our
  competition or their products and financial condition. Do not make
  unsupportable promises concerning the Companys products.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | Gifts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The purpose
  of business entertainment and gifts in a commercial setting is to create
  good-will and sound working relationships, and not to gain unfair advantage
  with customers. No gift or entertainment should ever be offered, given,
  provided or accepted by any Company employee, family member of an employee or
  agent unless it complies with all of the following: (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 immediate supervisor any gifts
  or proposed gifts that you are not certain are appropriate.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | Record-Keeping                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company
  requires honest and accurate recording and reporting of information in order
  to make responsible business decisions. For example, only the true and actual
  number of hours worked should be reported.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Many
  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 immediate supervisor or 
  the Companys controller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 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.                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Mistakes
  should never be covered up, but should be immediately fully disclosed and
  corrected. Falsification of any record is prohibited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. | Protection
  and Proper Use of Company Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | All
  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 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.                                                                                                                                    

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|9.  | Payments to
  Government Personnel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Because the
  Company is required to report to the U.S. Securities and Exchange Commission
  (SEC), the Company is subject
  to the U.S. Foreign Corrupt Practices Act, which 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,
  there are a number of laws and regulations in various countries regarding
  business gratuities that may be accepted by government personnel. The
  promise, offer or delivery to a government official or employee 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.                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10. | Waivers of
  the Code of Business Conduct and Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Any waiver
  of this Code may be made only by the Companys Board of Directors and will be
  promptly disclosed as required by any applicable law or regulations of the
  Nasdaq NM.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11. | CEO and
  Senior Financial Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The
  Companys Chief Executive Officer and Senior Financial Officers are also
  subject to an additional set of rules regarding the disclosure made in the
  Companys periodic reports, as described in the Addendum for CEO and Senior
  Financial Officers, attached to this Code.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12. | Reporting
  any Illegal or Unethical Behavior                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | If you are
  in a situation that you believe may violate or lead to a violation of this
  Code, or if you are powerless to stop suspected misconduct or discover it
  after it has occurred, you must report it to the appropriate level of
  management at your location. Employees are encouraged to talk to their
  immediate 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. Your conduct can reinforce an ethical
  atmosphere and positively influence the conduct of fellow employees.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | If you are
  still concerned after speaking with your immediate management or feel
  uncomfortable speaking with them (for whatever reason), you may directly
  contact Mr. Chaim Labenski, a member of the Audit Committee of the Companys
  Board of Directors by sending a detailed note, with relevant documents, to the
  following address: [to complete - phone,
  fax, e-mail].                                                                                                                                                                                                                                        

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| | It is the policy of the Company not to allow retaliation for reports
  of misconduct by others made in good faith by employees.  Your calls, detailed notes and/or emails
  will be dealt with confidentially. You have the commitment of the Company and
  of the Audit Committee of our Board of Directors that you will be protected
  from retaliation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ACKNOWLEDGMENT AND AGREEMENT
REGARDING THE CODE OF BUSINESS CONDUCT AND ETHICS

I acknowledge that I have been received and read Optibases Code of
Business Conduct and Ethics and understand my obligations as an employee,
director or officer of the Company to comply with the principles, policies and
laws outlined in the Policy.

| |                                                 
| | ------------------------------------------------
| | Employees/Directors/Officers
  signature     
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| |                                                 
| |                                                 
| | Employees/Directors/Officers
  Name [printed]
| |                                                 
| |                                                 
| |                                                 
| | Position                                        
| |                                                 
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| |                                                 
| | Date                                            

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ADDENDUM FOR CEO AND SENIOR FINANCIAL
OFFICERS

The Company has a Code of Business Conduct and Ethics applicable to all
directors, officers and employees of the Company. The CEO and all senior
financial officers, including the CFO and principal accounting officer, are
bound by the provisions set forth therein relating to ethical conduct,
conflicts of interest and compliance with law. In addition to the Code of
Business Conduct and Ethics, the CEO and senior financial officers are subject
to the following additional specific policies:

|1. | The CEO and
  all senior financial officers are responsible for full, fair, accurate,
  timely and understandable disclosure in the periodic reports required to be
  filed by the Company with the SEC. Accordingly, it is the responsibility of
  the CEO and each senior financial officer promptly to bring to the attention
  of the CEO and Audit Committee, as the case may be, any material information
  of which he or she may become aware that affects the disclosures made by the
  Company in its public filings.                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | The CEO and
  each senior financial officer shall promptly bring to the attention of the
  CEO and the Audit Committee, as the case may be, any information he or she
  may have concerning (a) significant deficiencies in the design or operation
  of internal controls which could adversely affect the Companys ability to
  record, process, summarize and report financial data or (b) any fraud,
  whether or not material, that involves management or other employees who have
  a significant role in the Companys financial reporting, disclosures or
  internal controls.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | The CEO and
  each senior financial officer shall promptly bring to the attention of the
  CEO and of the Audit Committee, as the case may be, any information he or she
  may have concerning any violation of the Companys Code of Business Conduct
  and Ethics, including any actual or apparent conflicts of interest between
  personal and professional relationships, involving any management or other
  employees who have a significant role in the Companys financial reporting,
  disclosures or internal controls.                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | The CEO and
  each senior financial officer shall promptly bring to the attention of the
  CEO and to the Audit Committee, as the case may be, any information he or she
  may have concerning evidence of a material violation of the securities or
  other laws, rules or regulations applicable to the Company and the operation
  of its business, by the Company or any agent thereof, or of violation of the
  Code of Business Conduct and Ethics or of these additional procedures.                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | The
  Companys Audit Committee and Board of Directors shall determine, or
  designate appropriate persons to determine, appropriate actions to be taken
  in the event of violations of the Code of Business Conduct and Ethics or of
  these additional procedures by the CEO or the Companys senior financial
  officers.                                                                                                                                                                                                                                                           

*     *     *

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