SOURCE: Nestor, Inc.

May 18, 2005 06:30 ET

Nestor, Inc. Completes $6 Million Financing

PROVIDENCE, RI -- (MARKET WIRE) -- May 18, 2005 -- Nestor, Inc. (OTC BB: NESO), a leading provider of video-based traffic safety solutions and services, is pleased to report that we have completed a private placement to Laurus Master Fund, Ltd. of a $6,000,000 principal amount fixed price Convertible Note due May 16, 2008. The note carries interest at the prime rate plus 4.00% per year (currently amounting to 10.00%) subject to a floor interest rate of 6.00%. In addition, the interest rate is subject to reduction, down to a minimum of rate of 0.00%, based on the increase of the price of our common stock above the conversion price. The shares underlying the note have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Further details about the note may be found in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 filed with the SEC on May 16, 2005.

Nestor, Inc. through our wholly owned subsidiary, Nestor Traffic Systems, Inc., provides automated traffic safety solutions to state and municipal governments. Our goal is to deliver effective solutions for intersection and roadway safety. We currently offer CrossingGuard®, a turnkey solution which helps customers reduce red light running and intersection collisions through automated enforcement technology and services, and PoliscanSpeed, a laser-based photo speed enforcement system designed to reduce the number of speeding vehicles on public roadways, including school zones and construction zones. We believe our technology, products and services offer the most comprehensive and effective intersection and roadway safety solutions.

CrossingGuard® is a registered trademark of Nestor Traffic Systems, Inc. PoliscanSpeed is a registered trademark of Vitronic. For more information, call (401) 434-5522 or visit

Statements in this press release about future expectations, plans and prospects for Nestor, including statements containing the words "expects," "will," and similar expressions, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements and investors should not place undue reliance on our forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors, including: market acceptance of our products, competition, patent protection of our technology, and other factors discussed in Exhibit 99.1 to our most recent quarterly report on Form 10-Q and Risk Factors That May Affect Our Results in our most recent Annual Report on Form 10-K filed with the SEC. Investors are advised to read Nestor's Annual Report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements included in this press release represent our current views and we specifically disclaim any obligation to update these forward-looking statements in the future.

Contact Information

    Nigel P. Hebborn
    Executive Vice President
    (401) 434-5522 ext. 714