X0202 3 2004-09-27 0 0001089638 NESS TECHNOLOGIES INC NONE 0001303213 Efal Shachar C/O NESS TECHNOLOGIES, INC. ATIDIM HIGH-TECH INDL. PARK, BLDG. 4 TEL AVIV 61580 0 1 0 0 Pres.-Managed Services-Israel Common Stock, $.01 par value per share 50351 I By Socrates Trusts Ltd. Option (right to buy) 0.01 1999-12-30 2006-12-30 Common Stock, $.01 par value per share 30211.00 D Option (right to buy) 8.47 2007-03-15 Common Stock, $.01 par value per share 28772.00 D Option (right to buy) 8.47 2008-12-31 Common Stock, $.01 par value per share 35965.00 D Option (right to buy) 11.82 2010-12-31 Common Stock, $.01 par value per share 25176.00 D These shares are held by Socrates Trusts Ltd. for the benefit of the Reporting Person. These options became exercisable with respect to 50% of the underlying shares on March 15, 2002, with respect to 25% of the underlying shares on March 15, 2003 and with respect to the remaining 25% of the underlying shares on March 15, 2004. These options vest and become exercisable with respect to 50% of the underlying shares on December 31, 2004, with respect to 25% of the underlying shares on December 31, 2005 and with respect to the remaining 25% of the underlying shares on December 31, 2006. These options vest and become exercisable in three equal installments on each of January 1, 2005, January 1, 2006 and January 1, 2007. By: /s/ Ilan Rotem - Attorney in Fact 2004-09-27