Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2009, Shachar Efal formally informed Ness Technologies, Inc. (the "Company") of his resignation from all of his executive positions with the Company and its subsidiaries. Mr. Efal has served as President of the Company's Global Partners and Centers of Excellence group since September 2008, and President of the Company's NessPRO business unit ("NessPRO") since January 2009, and previously served the Company and its subsidiaries in a number of other executive capacities.

The Company has appointed Shalom Daskal to replace Mr. Efal as President of NessPRO, effective January 1, 2010. From June 2006 to December 2009, Mr. Daskal served as chairman of NDP Consulting Ltd., a privately-held management consulting company based in Israel. From 2005 to 2006, he served as chief executive officer of Shellcase Ltd., a privately-held electronics technology provider, which was subsequently acquired by Tessera Inc. From 2002 to 2004, Mr. Daskal was the chief executive officer of Power Paper, Ltd., a privately-held provider in the nanotechnology industry. From 1999 to 2001, he served as chief operating officer and vice president EMEA of Crystal Systems Ltd., a publicly-held provider of IT services and solutions, which subsequently merged with BluePhoenix Ltd. From 1984 to 1998, Mr. Daskal served in various managerial or executive roles at several public and private technology firms, including Formula Computer Technologies Ltd., Goal Systems International Inc., Sapiens International Corp. and Emulek Ltd. Mr. Daskal holds a B.Sc. in computer sciences from Bar-Ilan University in Israel.

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