SHARE PURCHASE AGREEMENT

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EXHIBIT 2.1

SHARE PURCHASE AGREEMENT

DATED AS OF 9 FEBRUARY 2005

REGARDING

INSPIRE INFRASTRUCTURE 2I AB

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TABLE OF CONTENTS

BACKGROUND.....................................................................2

1. DEFINITIONS..............................................................2

2. SALE AND PURCHASE.......................................................10

3. PURCHASE PRICE..........................................................11

3.1 PURCHASE PRICE........................................................11

3.2 DCC SHARES............................................................12

4. CLOSING.................................................................18

4.1 THE CLOSING...........................................................18

4.2 CONDITIONS PRECEDENT TO THE CLOSING...................................18

4.3 DELIVERIES AND ACTIONS AT THE CLOSING.................................20

4.4 SELLERS' WAIVER.......................................................21

5. REPRESENTATIONS AND WARRANTIES OF SELLERS...............................22

6. REPRESENTATIONS AND WARRANTIES OF PURCHASER.............................37

7. INDEMNIFICATIONS AND LIMITATIONS........................................38

7.1 INDEMNIFICATION.......................................................38

7.2 LIMITATIONS...........................................................38

7.3 THIRD PARTY CLAIMS....................................................40

7.4 EXCLUSIVE REMEDY......................................................41

8 SPECIFIC INDEMNITY......................................................41

9 JOINT AND SEVERAL LIABILITY.............................................43

10 NON-COMPETE.............................................................43

11. MISCELLANEOUS...........................................................44

11.1 NOTICES...............................................................44

11.2 COSTS.................................................................45

11.3 HEADINGS..............................................................45

11.4 ASSIGNMENT............................................................45

11.5 NO WAIVER.............................................................46

11.6 SEVERABILITY..........................................................46

11.7 CONFIDENTIALITY.......................................................46

11.8 ANNOUNCEMENTS.........................................................47

11.9 ENTIRE AGREEMENT; AMENDMENTS..........................................47

11.10 NO SET-OFF............................................................47

11.11 GOVERNING LAW.........................................................47

11.12 ARBITRATION...........................................................48

SELLERS SHAREHOLDER GUARANTEE.................................................50

SELLERS SHAREHOLDER GUARANTEE.................................................51

SELLERS SHAREHOLDER GUARANTEE.................................................52

PURCHASER HOLDING COMPANY GUARANTEE...........................................53

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LIST OF SCHEDULES

SCHEDULE A

SCHEDULE B.1

SCHEDULE B.1 A

SCHEDULE B.1 B

SCHEDULE B.1 C

SCHEDULE B.1 D

SCHEDULE B.1 E

SCHEDULE B.2

SCHEDULE B.2 A

SCHEDULE B.2 B

SCHEDULE B.2 C

SCHEDULE B.2 D

SCHEDULE B.2 E

SCHEDULE B.2 F

SCHEDULE B.2 G

SCHEDULE B.2 H

SCHEDULE 1.1

SCHEDULE 1.1 A

SCHEDULE 1.1 B

SCHEDULE 1.1 C

SCHEDULE 1.3

SCHEDULE 1.3 A

SCHEDULE 3.2

SCHEDULE 4.3.2

SCHEDULE 5.1.10

SCHEDULE 5.1.26

SCHEDULE 5.1.29

SCHEDULE 5.1.29 A

SCHEDULE 5.1.29 B

SCHEDULE 5.1.29 C

SCHEDULE 5.1.30

SCHEDULE 5.1.30 A

SCHEDULE 5.1.34

SCHEDULE 5.1.37

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THIS SHARE PURCHASE AGREEMENT has been entered into on this 9th day of February,

2005, by and between:

1. Moody Investment Group AB, org. no. 556669-3668, a limited

company organised and existing under the laws of Sweden, having

its registered office at Sveavagen 59, 113 59 Stockholm, Sweden;

2. Red River Investment Group AB, org. no. 556669-3643, a limited

company organised and existing under the laws of Sweden, having

its registered office at Sveavagen 59, 113 59 Stockholm, Sweden;

3. Newco 1454 Sweden AB (under change of name to Halo Investment

Group AB), org. no. 556669-3635, a limited company organised and

existing under the laws of Sweden , having its registered office

at Fruangsgatan 15; 129 51 Hagersten, Sweden;

4. Bart Denny, a U.S. citizen with Swedish social security no.

720118- 2032, having his permanent residence at Tatorpsvagen 21a

2tr, 128 31 Skarpnack, Sweden; and

5. Bernard Clark, a U.S. citizen born June 28, 1947; having his

permanent residence at 2627 Knollwood Rd, Charlotte, NC 28211,

USA.

the parties in item 1 - 5 are hereinafter referred to collectively as the

"SELLERS" and severally as a "SELLER"; and

6. Interchange Europe Holding Corporation, a limited company

organised and existing under the laws of the State of Delaware,

having its registered office at 24422 Avenida de la Carlota,

Suite 120, Laguna Hills, CA 92653, USA (the "PURCHASER"); and

7. solely for purposes of Section 3.3 of this Agreement,

Interchange Corporation, a corporation organised existing under

the laws of the State of Delaware, having its registered office

at 24422 Avenida de la Carlota, Suite 120, Laguna Hills, CA

92653, USA ("INTERCHANGE").

the parties above are hereinafter referred to collectively as the "PARTIES" and

severally as a "PARTY".

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BACKGROUND

A. The Sellers are the owners of all the issued shares in Inspire

Infrastructure 2i AB, org. no. 556612-9309, a Swedish limited company

with an issued and registered share capital of SEK 100,000, divided into

1,000 shares, each having a nominal value of SEK 100 (the "COMPANY").

The shares of the Company are held among the Sellers as set out in

SCHEDULE A, which also shows the ultimate ownership of the corporate

Sellers listed as Parties 1 to 3 above.

B. The Sellers are willing to sell to the Purchaser and the Purchaser is

willing to purchase from the Sellers all 1,000 of the issued shares of

the Company (the "SHARES").

The Parties hereby agree as follows:

1. DEFINITIONS

As used in this Agreement (as defined below), unless expressly otherwise

stated, the following terms shall have the following meanings, the

singular (where appropriate) shall include the plural and vice versa and

references to Schedules and Sections shall mean Schedules and Sections

of this Agreement:

"ACCOUNTING means such accounting principles which are, and have

PRINCIPLES" been as at the relevant dates, in accordance with

applicable Laws, regulations and guidelines and which in

all respects conform to generally accepted accounting

principles for limited companies in Sweden (Sw. "god

redovisningssed").

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"ACCOUNTS" means the audited annual reports of the Company as at

and for the periods ending at 31 December 2002, 31

December 2003, and 31 December 2004, respectively,

attached as SCHEDULE 1.1.

"ACCOUNTS DATE" means 31 December 2002, 31 December 2003 and 31 December

2004, as applicable.

"AGREEMENT" means this Share Purchase Agreement and the Schedules

hereto.

"BLACKOUT PERIOD" shall have the meaning set out in Section 3.3.2.

"BUSINESS DAY" means any day on which banks are open for general

banking business in Stockholm, Sweden.

"CHANGE OF CONTROL" means (i) the acquisition, directly or indirectly, by

any person or group of the beneficial ownership of

securities of the Company (or the corporate Seller, as

the case may be), possessing more than fifty percent

(50%) of the total combined voting power of all

outstanding voting securities of the Company (or the

corporate Seller, as the case may be); (ii) the sale,

transfer or other disposition (in one transaction or a

series of transactions) of all or substantially all of

the assets of the Company (or the corporate Seller, as

the case may be); or (iii) the approval by the

shareholders of the Company (or the corporate Seller, as

the case may be) of a plan or proposal for the

liquidation or dissolution of the Company (or the

corporate Seller, as the case may be).

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"CLAIM" means a claim made by the Purchaser against any of the

Sellers under Section 7.

"CLOSING" means the completion on the Closing Date of the transfer

of the Shares as contemplated in Section 4.

"CLOSING DATE" shall have the meaning set out in Section 4.1.1.

"COMPANY" shall have the meaning set out in the introductory

paragraph hereof.

"CONFIDENTIAL means any and all information of any kind or nature

INFORMATION" whatsoever, whether written or oral, including, without

limitation, financial information, trade secrets,

customers lists and other information, regarding the

Company and which is not known to the general public.

"DCC DETERMINATION" shall have the meaning set out in Section 3.2.3.

"DCC DISPUTE NOTICE" shall have the meaning set out in Section 3.2.3.

"DCC SHARES" means 447,067 Interchange Common Shares which may be

delivered to the Sellers in accordance with Section 3.2.

"EMPLOYEES" means Leo Sutic.

"EMPLOYMENT shall have the meaning set out in Section 4.2.1.

AGREEMENTS"

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"ENCUMBRANCE" means any claim, charge, mortgage, lien, option,

hypothecation, usufruct, retention of title, right of

pre-emption (except the pre-emption rights stipulated in

the Company's articles of association), right of first

refusal or other third party rights or security interest

of any kind or an agreement to create any of the

foregoing.

"ESCROW AMOUNT" means USD 1,500,000 and 149,022 DCC Shares.

"GROUP COMPANIES" means the Company and the Subsidiaries.

"INDEMNIFICATION shall have the meaning set out in Section 3.1.2.

ESCROW ACCOUNT"

"INTELLECTUAL means patents, know-how, trademarks, registered designs,

PROPERTY RIGHTS" applications for any of the foregoing, copyrights and

registerable business names and any similar rights in

any country, and all rights under licenses and consents

in relation to any of the foregoing.

"INTERCHANGE" shall have the meaning set out in the introductory

paragraph hereof.

"INTERCHANGE means the common stock of Interchange, par value

COMMON SHARES" $0.00001 per share, and any securities into which such

common stock may hereafter be reclassified.

"KEY EMPLOYEES" means Antony Waldorf, Bart Denny, Leo Sutic and Claes

Jonsson.

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"LAWS" means laws, acts, regulations and statutes, including,

but not limited to, applicable Swedish, EU, Spanish,

U.K. and U.S. laws and regulations.

"LIABILITY" means all indebtedness, obligations and other

liabilities of a person, whether absolute or contingent

(or based upon any contingency), known or unknown, fixed

or otherwise, due or to become due, whether or not

accrued or paid, and whether required or not required to

be reflected in financial statements under the

Accounting Principles, Spanish GAAP or UK GAAP, as

applicable.

"LOSS" means any and all damages, fines, fees, taxes,

penalties, deficiencies, losses (including lost profits

and diminution in value) and expenses, including

interest, reasonable expenses of investigation, court

costs, reasonable fees and expenses of attorneys,

accountants and other experts, and other expenses of any

legal or other action or proceeding or of any claim,

default or assessment (such fees and expenses to include

all fees and expenses, including fees and expenses of

attorneys, incurred in connection with (a) the

investigation or defense of any third party claim or (b)

asserting or disputing any right under this Agreement

against any party hereto or otherwise), net of any

insurance proceeds (if any) actually received (without

any adverse effect on the premiums paid for such

insurance).

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"MATERIAL CONTRACTS" means an agreement or commitment to which a Group

Company is bound and which involves a commitment for

either party of more than USD 15,000 per fiscal year; or

which otherwise is material to the Group Company or its

business, but shall not include employment agreements.

"PARTY" shall have the meaning set out in the introductory

paragraph hereof.

"PURCHASE PRICE" shall have the meaning set out in Section 3.1.1.

"PURCHASER" shall have the meaning set out in the introductory

paragraph hereof.

"REGISTRABLE shall have the meaning set out in Section 3.3.2.

SECURITIES"

"RESALE REGISTRATION shall have the meaning set out in Section 3.3.2.

STATEMENT"

"SECURITIES ACT" shall have the meaning set out in Section 5.1.62.

"SELLER" shall have the meaning set out in the introductory

paragraph hereof.

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"SELLERS KNOWLEDGE" means the actual knowledge of any of the Sellers and any

knowledge such Seller should have had after due and

careful enquiries. "Seller" shall for the purpose of

this definition include Antony Waldorf, Bart Denny,

Claes Jonsson, Leo Sutie and Bernard Clark.

"SELLERS REGISTRABLE shall have the meaning set out in Section 3.3.2.

SECURITIES"

"SELLER means Antony Waldorf, which hereby is duly authorized by

REPRESENTATIVE" each Seller to represent the Sellers as set out in this

Agreement.

"SHARES" shall have the meaning set out in Recital C.

"SPANISH GAAP" means statutory accounting rules and generally accepted

accounting principles in Spain and applicable to Inspire

Infrastructure Espana SL.

"SUBSIDIARIES" means each of Inspire Infrastructure Espana SL, reg. no.

("Identificacion Fiscal") B83841957; and having its

registered office at CL NAVALUENGA 6, ROZAS MADRID 28230

MADRID, Spain; and Inspire Infrastructure (UK) Limited,

reg.no. 4638588 and having its registered office at 37

Warren St., London, W1T 6AD, U.K.

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"SUBSIDIARY ACCOUNTS" means the unaudited annual report for Inspire

Infrastructure (UK) Limited as at and for the period

ending January 31, 2004, attached as SCHEDULE 1.3

hereto.

"TAXES" means, wherever arising, all direct and indirect taxes,

charges, fees, duties and other assessments imposed by

any governmental or regulatory authority, including,

without limitation, to income (whether actual or

deemed), yield, sales, use, transfer, stamp,

transaction, real estate, investment, value added,

withholding, employment, asset holding, registration,

preliminary and deferred tax, specific salary tax on

pension costs and social security fees, together with

any interest, penalties, penalty tax, residual tax

charges, additions to tax or any other amount imposed by

any governmental or regulatory authority.

"UK GAAP" means statutory accounting rules and generally accepted

accounting principles in the United Kingdom and

applicable to Inspire Infrastructure (UK) Ltd.

"US GAAP" means statutory accounting rules and generally accepted

accounting principles in the United States as

promulgated by the Financial Accounting Standards Board

and the U.S. Securities and Exchange Commission.

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"US GAAP FINANCIAL means audited financial statements for the Company that

STATEMENTS" conform to US GAAP for the fiscal years beginning on

January 1, 2003, and ending on December 31, 2003, and

beginning on January 1, 2004, and ending on December 31,

2004.

"WARRANTIES" means the representations and warranties of the Sellers

set out in Section 5.

2. SALE AND PURCHASE

2.1 Subject to the terms the conditions set out in this Agreement, each of

the Sellers agrees to sell and the Purchaser agrees to purchase the

Shares.

2.2 The Shares shall be sold free and clear of any Encumbrances and together

with all accrued rights and benefits attaching thereto at the Closing.

2.3 The title to the Shares, including all rights of any nature which are

now or which may at any time become attached to the Shares or accrue in

respect of them, including all dividends and distributions declared or

paid in respect of the Shares on or after the Closing Date, shall pass

from the Sellers to Purchaser at the Closing on the Closing Date through

the fulfilment and completion of the Closing procedures set out in

Section 4 below.

2.4 Each of the Sellers hereby waives any right of redemption, pre-emption

or first or last refusal that it may have in connection to the Shares

under the articles of association of the Company, any shareholders'

agreement or otherwise with respect to the transfer of the Shares

contemplated under this Agreement.

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3. PURCHASE PRICE

3.1 PURCHASE PRICE

3.1.1 The aggregate consideration to be paid by the Purchaser for the Shares

shall be USD 15,000,000 (the "PURCHASE PRICE") plus the right to

receive, as additional consideration, the DCC Shares as set forth in

Section 3.2 below.

3.1.2 USD 13,500,000 of the Purchase Price in cash, shall be deposited into an

escrow account with a third party escrow agent on terms agreeable to the

Purchaser on the date of this Agreement (the "PURCHASE PRICE ESCROW

ACCOUNT"). The Purchase Price less the cash portion of the Escrow Amount

shall be released from the Purchase Price Escrow Account and paid in

cash to the Sellers on the Closing Date as set out in Section 4.3.2

below.

3.1.3 The Escrow Amount shall be held by Purchaser until deposited into an

escrow account with a third party escrow agent on terms mutually

agreeable to Purchaser and the Seller Representative in accordance with

Section 4.3.3 (the "INDEMNIFICATION ESCROW ACCOUNT"). After the

Indemnification Escrow account has been established, Purchaser shall

deposit USD 1,500,000 in cash and 149,022 of the DCC Shares into the

Indemnification Escrow Account. The remaining DCC Shares which have not

been deposited into the Indemnification Escrow Account shall be held by

the Purchaser and shall be delivered (if any are earned) to the Sellers

in accordance with the terms and conditions of Section 3.2.

3.1.4 In the event that not all Shares would be effectively delivered to the

Purchaser on the Closing Date, then Purchaser shall have the option to

waive the closing condition set forth in Section 4.2.1 (iii) and then

the Purchase Price shall be reduced proportionately in relation to the

portion of the Shares not effectively delivered.

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3.2 DCC SHARES

3.2.1 If:

(i) no direct or indirect Change of Control or ownership in any of

the corporate Sellers have occurred; and

(ii) the Company meets the financial and business performance

criteria set forth on SCHEDULE 3.2 on or before the dates

required for such criteria as set forth on Schedule 3.2;

then, the Sellers shall be entitled to receive the number of Interchange

Common Shares corresponding to such satisfied criteria specified in

Schedule 3.2 (the "DCC SHARES") as soon as practicable after such

determination. The DCC Shares (if any) shall be allocated among the

Sellers based on their respective percentage ownership of the Shares

immediately prior to the Closing Date as set forth on Schedule A, which

Schedule also sets forth rounding rules (since fractional shares cannot

be delivered).

3.2.2 The provisions of this Agreement relating to the DCC Shares shall be

interpreted and applied in a manner consistent with Schedule 3.2.

Notwithstanding anything to the contrary in this Agreement and the

schedules hereto, the maximum aggregate number of shares of Interchange

Common Stock to be delivered pursuant to this Section 3.2 is the number

arrived at following the calculation set out in the definition of DCC

Shares.

3.2.3 No later than twenty (20) Business Days following the completion of the

audit for the calendar year ended December 31, 2005, and the calendar

year ended December 31, 2006, the Purchaser shall provide the Seller

Representative a statement describing which relevant conditions have and

have not been satisfied (in whole or in part) (such statement, including

the information required to be included therein by Schedule 3.2, a "DCC

DETERMINATION"). The Seller Representative shall have

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twenty (20) Business Days after the DCC Determination is deemed given

pursuant to Section 11.1 to review and consider such DCC Determination.

At the request of the Seller Representative, representatives of the

Purchaser and the Seller Representative shall meet to discuss such DCC

Determination within the twenty (20) Business Days after the DCC

Determination is deemed given pursuant to Section 11.1; provided that if

agreement is not reached, the Seller Representative shall have twenty

(20) Business Days after such DCC Determination is deemed given pursuant

to Section 11.1 to notify the Purchaser in writing that the Seller

Representative disputes such DCC Determination, setting forth in

reasonable detail the basis for any dispute (each a "DCC DISPUTE

Notice"). If the Seller Representative does not deliver a DCC Dispute

Notice within twenty (20) Business Days after the DCC Determination is

deemed given pursuant to Section 11.1 or if the Seller Representative

accepts the DCC Determination in writing, such DCC Determination shall

be final, binding and conclusive upon the Purchaser and each Seller. In

the event a DCC Dispute Notice is delivered, the Seller Representative

and representatives of Purchaser shall meet within twenty (20) Business

Days after the DCC Dispute Notice is deemed given pursuant to Section

11.1 and shall negotiate in good faith to resolve such dispute. If a

final resolution of such dispute is reached, the agreed-upon amount

shall be reduced to writing and shall be final, binding and conclusive

upon Purchaser and each Seller. If no final resolution is reached within

twenty-five (25) Business Days after a DCC Dispute Notice is deemed

given pursuant to Section 11.1, the final determination of such dispute

shall be submitted to arbitration in accordance with the procedures set

forth in Section 11.12 of this Agreement. The determination of the

arbitrators shall be final, binding and conclusive upon Purchaser and

each Seller.

3.2.4 No interest in the DCC Shares or any portion thereof, no right to

participate, in whole or in part, in this Section 3.2, may be assigned

or transferred to any person (whether by operation of law or otherwise),

and any attempt to do so shall be void. The DCC Shares and the

provisions of this Section 3.2 are intended solely for the benefit of

the Sellers. The right (if any) to receive distributions of DCC Shares

pursuant to this Section 3.2 shall be personal to the Sellers.

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3.2.5 No interest shall accrue or be paid on any portion of the DCC Shares or

any payment or distribution pursuant to Section 3.2.

3.3 REGISTRATION RIGHTS

3.3.1 It is the intention of the parties that the DCC Shares which may be

delivered to the Sellers pursuant to Section 3.2 will be transferred

pursuant to an exemption from the registration requirements of the

Securities Act. Accordingly, each Seller acknowledges and agrees that:

(i) the DCC Shares issued in connection with this Agreement will not

be registered under the Securities Act and will constitute

"restricted securities" within the meaning of the Securities

Act; and

(ii) any certificates representing the DCC Shares shall bear

appropriate legends to identify such privately placed shares as

being restricted under the Securities Act, to comply with

applicable state securities laws and, if applicable, to notice

the restrictions on transfer of such shares.

3.3.2 Interchange agrees to:

(i) file a registration statement on Form S-3 ("Form S-3") with the

Securities and Exchange Commission on or before November 15,

2005 or, if Interchange is not eligible to file a registration

statement on Form S-3 on or before November 15, 2005 then as

soon as practicable after Interchange becomes eligible to use a

Form S-3, covering the resale of the DCC Shares which may be

delivered to the Sellers pursuant to Section 3.2 (the

"REGISTRABLE SECURITIES"). In the event that Interchange does

not become eligible to file a registration statement on Form S-3

prior to April 4, 2006, then by April 4, 2006, Interchange must

file a registration statement on Form SB-2 or such other form

for which Interchange is eligible to register the Registrable

Securities for resale in accordance with applicable regulations

and Interchange company policies ("Form SB-2," and together

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with the Form S-3, as applicable, the "RESALE REGISTRATION

STATEMENT"); and

(ii) use all reasonable endeavours to cause such Resale Registration

Statement to be declared effective as promptly as reasonably

practicable thereafter and use all reasonable efforts to comply

with the Securities Act and the U.S. Securities and Exchange Act

of 1934 and the rules and regulations thereunder so as to permit

the registration of the Registrable Securities in accordance

with the intended distribution contemplated hereby; and

(iii) use all reasonable endeavours to maintain the continual

effectiveness of the Resale Registration Statement until such

date as is the earlier of (x) the date when all Registrable

Securities covered by such Resale Registration Statement have

been sold or (y) as to any particular Seller, the date on which

all such Seller's Registrable Securities may be sold without any

restriction pursuant to Rule 144(k); provided, however, that if

Purchaser or Interchange shall furnish to the Sellers'

Representative a certificate signed by the Chairman of the

Board, the Chief Executive Officer or the Chief Financial

Officer of Interchange stating that a material corporate

development has occurred or a material corporate transaction is

under consideration and, in the good faith judgment of

Interchange, disclosure of such development or transaction in an

amendment or supplement to the Resale Registration Statement (or

the related prospectus) would be seriously detrimental to

Interchange (or would deprive Interchange of the opportunity to

pursue a significant favourable transaction), then Interchange

shall have the right to suspend the effectiveness of such Resale

Registration Statement and to prohibit each holder of

Registrable Securities from effecting any sale of DCC Shares

pursuant to such Resale Registration Statement (and the related

prospectus) for not more than two periods, which shall not

exceed forty-five (45) days in any single instance or ninety

(90) days in the aggregate (each such period, a "BLACKOUT

PERIOD"). Interchange will use its commercially reasonable

endeavours to end such suspension and prohibition periods

promptly after Interchange has determined in good faith that

such suspension and prohibition is no longer required.

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Registration Procedures

3.3.3 Interchange further agrees that:

(i) In connection with the filing by Interchange of the Resale

Registration Statement, Interchange shall furnish each holder of

Registrable Securities a copy of the prospectus, including a

preliminary prospectus, in conformity with the requirements of

the Securities Act.

(ii) Interchange shall use its commercially reasonable endeavours to

register or qualify the Registrable Securities covered by the

Resale Registration Statement under the securities laws of each

state of the United States; provided, however, that Interchange

shall not be required to qualify as a foreign corporation or

execute a general consent to service of process in any

jurisdiction, unless Interchange is already subject to service

in such jurisdiction.

(iii) If Interchange has delivered preliminary or final prospectuses

to the holders of Registrable Securities and after having done

so the prospectus is amended or supplemented to comply with the

requirements of the Securities Act, Interchange shall promptly

notify such holders of Registrable Securities and, if requested

by Interchange, such holders of Registrable Securities shall

immediately cease making offers or sales of shares under the

Resale Registration Statement and return all prospectuses to

Interchange; provided that Interchange shall promptly provide

the holders of Registrable Securities with revised or

supplemented prospectuses and, following receipt of the revised

or supplemented prospectuses, the holders of Registrable

Securities shall be free to resume making offers and sales under

the Resale Registration Statement.

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Requirements of Holders of Registrable Securities

3.3.4 Interchange shall not be required to include any Registrable Securities

in the Resale Registration Statement unless the Registrable Security

holder has furnished to Interchange written information regarding such

Registrable Security holder and the proposed sale of the Registrable

Securities by such Registrable Security holder as Interchange may

reasonably request in writing in connection with the Resale Registration

Statement or as shall be required in connection therewith by the

Securities and Exchange Commission or any state securities law

authorities; provided, however, that Interchange shall provide all such

Registrable Security holders no later than thirty (30) days prior to the

anticipated filing of the Resale Registration Statement with a selling

shareholder questionnaire requesting all required information necessary

for inclusion in the Resale Registration Statement.

Assignment of Resale Registration Rights

3.3.5 A holder of Registrable Securities may not assign any of its

registration rights provided under this Section 3.3 without the written

consent of Interchange.

Expenses of Registration

3.3.6 All expenses of Interchange in connection with registration (including,

without limitation, qualification, preparation and distribution) of

Registrable Securities incurred pursuant to this Agreement shall be

borne by the Purchaser or Interchange. In addition, Interchange shall

pay the actual costs and fees of one legal counsel retained by the

holders of Registrable Securities as a group (but not in excess of ten

thousand dollars ($10,000)). The holders of Registrable Securities shall

be solely responsible and Interchange shall have no obligation or

liability for all brokerage fees, selling commissions or underwriting

discounts incurred by the holders of Registrable Securities in

connection with sales under the Resale Registration Statement.

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4. CLOSING

4.1 THE CLOSING

4.1.1 The Closing shall occur as soon as practically possible, but not more

than one (1) Business Day, after the Company has delivered to the

Purchaser the US GAAP Financial Statements. The Closing shall occur,

however, irrespective of whether the US GAAP Financial Statements have

been delivered or not, no later than 4 April 2005. The date on which the

Closing occurs is called the "CLOSING DATE".

4.1.2 The Closing shall, unless otherwise agreed, take place on the Closing

Date commencing at 9:00 a.m., Swedish time, at the offices of Gernandt &

Danielsson Advokatbyra KB, Stockholm.

4.2 CONDITIONS PRECEDENT TO THE CLOSING

4.2.1 The obligations of the Purchaser to consummate the transactions

contemplated herein shall be subject to the satisfaction, on or before

the Closing, of each of the following conditions, subject to Section

4.1.1 above, unless duly waived in writing by the Purchaser:

(i) the Company shall be the owner of 75 per cent of the shares and

any other equity instruments, free of any Encumbrances, in

Inspire Infrastructure Espana SL and 100 percent of the shares

and any other equity instruments, free of any Encumbrances, in

Inspire Infrastructure (UK) Limited;

(ii) each Seller shall have confirmed in writing (which confirmation

shall form an integral part of this Agreement) to the Purchaser

that per the Closing Date there is no breach of representation

or warranty made by the Sellers in Section 5.1.61 - 5.1.66 of

this Agreement;

(iii) the Shares represent 100 percent of the entire share capital of

the Company and there shall have not occurred any direct or

indirect change in the

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ownership or control over (a) the Shares or (b) any of the

Sellers in comparison to what is set out in Schedule A hereto;

(iv) the Company shall have brought its Accounts into conformity with

accounting principles generally accepted in the United States of

America and delivered to the Purchaser the US GAAP Financial

Statements;

(v) the Company and the Key Employees and the individuals listed on

SCHEDULE B.1 shall have entered into employment agreement

included in Schedule B.1 (the "EMPLOYMENT AGREEMENTS");

(vi) the individuals listed on SCHEDULE B.2 shall have entered into

the personnel waivers and apartment lease guarantees included in

Schedule B.2;

(vii) if the closing condition set out in Section 4.2.1 (iv) has not

been satisfied or waived by Purchaser by 6 p.m. PST on the day

falling twenty-one (21) calendar days from the date of execution

of this Agreement, then the closing condition set out in Section

4.2.1 (iv) shall be deemed waived by Purchaser and Purchaser

shall be obligated to close the transaction contemplated by this

Agreement if the other conditions in this Section 4.2.1 have

been satisfied or waived if, and only if, a material adverse

change in the business or operations of the Company has not

occurred since the date of execution of this Agreement (for the

purposes of this section, "material adverse change" shall mean

either of (i) any loss of the Company's customer base to such

extent that such loss, would it have occurred on 1 January 2004,

would have resulted in a loss of more than 50% of the Company's

revenues for the financial year 2004, or (ii) the filing, notice

or threat (in writing) by a third party of a material lawsuit,

which means a lawsuit in the amount of at least USD 500,000,

against the Company).

4.2.2 The obligations of either the Purchaser or the Sellers (jointly, but not

severally) to consummate the Closing shall also be subject to the

satisfaction that the completion

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of the sale and purchase of the Shares is not prohibited by any

applicable Laws, judgment, order or injunction.

4.3 DELIVERIES AND ACTIONS AT THE CLOSING

4.3.1 At the Closing, each of the Sellers shall do, or procure to be done, all

acts necessary in order to consummate the transactions contemplated

herein, including but not limited to the delivery to the Purchaser, of

the following:

(i) copies of appropriate documents evidencing completion of the

conditions precedent set out in Section 4.2.1 above;

(ii) the share certificates representing the Shares duly endorsed to

the Purchaser;

(iii) the Company's share register, setting forth the Purchaser as the

owner of the Shares.

(iv) a certificate by the Seller Representative, in form and

substance satisfactory to the Purchaser, certifying that the

Sellers and/or the Company have satisfied each of the conditions

set forth in Section 4.2.1 above, as applicable.

4.3.2 At the Closing, the Purchaser shall do, or procure to be done, all acts

necessary in order to consummate the transactions contemplated herein,

including but not limited to causing the Purchase Price to be paid to

each Seller out of the Purchase Price Escrow Account in accordance with

the wiring instructions set forth on SCHEDULE 4.3.2. The Purchaser shall

cause all interest amounts earned on the Purchase Price by Purchaser

during the term the Purchase Price is held in the Purchase Price Escrow

Account to be paid to the Sellers as additional purchase price;

provided, however, if the Closing occurs on or after the date which is

twenty-one (21) days after the date of this Agreement then fifty percent

(50%) of such

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earned interest amount shall be delivered by the Purchaser to the

Sellers as additional purchase price.

4.3.3 Purchaser shall hold the Escrow Amount until it is deposited with a

third-party escrow agent on terms agreeable to Purchaser and Seller

Representative. Such escrow account shall be established as soon as

practicable, but no later than fifteen (15) Business Days from the

Closing Date. The terms of the escrow agreement will provide that

distributions from the escrow account will be made by the escrow agent

upon: (i) joint written instructions from the Seller Representative and

Purchaser, (ii) the expiration of a twenty (20) Business Day period

following written notice from Purchaser to the escrow agent and the

Seller Representative of a claim upon the Escrow Amount so long as the

Seller Representative has not delivered a written notice objecting to

the claims made by the Purchaser (such dispute will be resolved through

negotiation or subsequent arbitration), and/or (iii) written

instructions from an arbitrator following final arbitration of the

matter in accordance with Section 11.12.1. The escrow agreement will

also include provisions for the distribution of the remaining Escrow

Amount following the two-year anniversary of the Closing including a

provision that requires the escrow agent to distribute all of the

remaining Escrow Amount to the Sellers on the day which is twenty (20)

Business Days following the second anniversary of the Closing unless the

Purchaser has delivered a written notice to the escrow agent and the

Seller Representative prior to such date that there are outstanding

unresolved claims. Any and all interest earned on the Escrow Amount

shall be added to the Escrow Amount and distributed to the Purchaser to

satisfy indemnification claims or to the Sellers in accordance with the

terms of the escrow agreement.

4.4 SELLERS' WAIVER

Subject to the Closing and what follows from the Employment Agreements,

as applicable, each Seller hereby waives, on behalf of itself and any

person affiliated to it, in favour of the Purchaser and the Company, any

claim for any fees, damages

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or other compensation in respect of services provided by such Seller or

such affiliated person at any time prior to the Closing Date.

5. REPRESENTATIONS AND WARRANTIES OF SELLERS

5.1 Each Seller represents and warrants to the Purchaser that each of the

Warranties are true, complete and correct as of this day and, unless

otherwise is explicitly set out in the specific Warranty, as of the

Closing Date.

Corporate Matters

5.1.1 Each corporate Seller set out in item 1. - 3. in the introductory

paragraph of this Agreement is a company duly incorporated and validly

existing under the laws of Sweden and has full corporate power and

authority to execute and perform this Agreement and consummate the

transactions contemplated hereby.

5.1.2 Each corporate Seller set out in item 1. - 3. in the introductory

paragraph of this Agreement is wholly owned by the individuals as set

out in Schedule A and such ownership is free and clear of any

Encumbrances.

5.1.3 Each Seller set out in item 4. - 5. in the introductory paragraph of

this Agreement is an individual with legal capacity and authority to

execute and perform this Agreement and consummate the transactions

contemplated hereby.

5.1.4 This Agreement has been duly authorised and constitutes a binding

obligation of and is enforceable against each Seller in