X0202 4 2005-05-18 1 0001089638 NESS TECHNOLOGIES INC NSTC 0001298118 Nesstech LLC ONE STATE STREET PLAZA 29TH FLOOR NEW YORK NY 10004 0 0 1 0 Common Stock, $.01 par value per share 2005-05-18 4 J 0 4751910 0 D 605676 D The reported transaction is a result of the distribution of 4,751,910 shares by Nesstech LLC to its members pro rata in accordance with their membership interests, and does not effect a change in pecuniary interest in the issuer by any of the members of Nesstech LLC. The transaction is only reportable by Nesstech LLC, and not by Morris Wolfson because Mr. Wolfson's pecuniary interest has not changed. By: /s/ Morris Wolfson - Sole Manager 2005-05-20