Exhibit
10.20

    


    


    AMENDMENT TO EMPLOYMENT
AGREEMENT

    


    THIS AMENDMENT AGREEMENT is
made as of the 1st day of April, 2007 

    BETWEEN:

     

    Ness
AT Ltd

    With
offices at Kiryat Atidim,

    Tel Aviv,
Israel (the “Company”)

     

    Mr.
Michael Zinderman

     (the
“Executive”)

    


    WHEREAS,
the Parties have previously entered into an Employment Agreement dated as of
April 1, 2006(the “
Employment Agreement”), setting forth the terms and conditions of the
employment relationship of the Executive with the Company;

    


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

     

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

    


    
      	
              1.          
       

            	
              Unless
      there is something in the subject or context inconsistent therewith,
      capitalized terms appearing in this Agreement shall have the meaning
      assigned to them in the Employment
Agreement

            


    

     

    
      	
              2.          
       

            	
              The
      Executive will be entitled to a special bonus  of 100,000$USD
      for his efforts in the knowledge transfer transaction by his business
      group (TSG).

            


    

     

    
      	
              3.          
       

            	
              The
      Employment Agreement shall hereby be amended as
  follows:

            


    

     

    In
section 6 (b) the term specified in section )ii) (termination
by the Company)  and (iii) (resignation by the Executive) shall be
extended to twelve months.

    


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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	Ness AT Ltd.	 
	 	 	 	 
	
                                      

                                        DATE:
      April 1, 2007

                                      

                                    	
                                      By:
      

                                    	/s/
      Aharon Fogel	 
	 	 	Name:
      Aharon
      Fogel 	 
	 	 	Title:  
      Chairman
      of the Board	 
	 	 	 	 
	 	 	

                                      /s/
      Issachar Gerlitz

                                    	 
	 	 	

                                      Name: Issachar
      Gerlitz

                                    	 
	 	 	

                                      Title: 
      President
      and CEO

                                    	 
	 	 	 	 
	 	

                                      The
      Executive

                                    	 
	 	 	 	 
	

                                      DATE:
      April 1, 2007

                                    	 	

                                      /s/
      Michael Zinderman

                                    	 
	 	 	Michael
      Zinderman