COMMON STOCK PURCHASE AGREEMENT

Exhibit 2.4

Table of Contents

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COMMON STOCK PURCHASE AGREEMENT

                                   COMMON STOCK PURCHASE AGREEMENT (this “Agreement ”), dated as of January 30, 2004, between NET 1 UEPS TECHNOLOGIES, INC., a Florida corporation (the “Company ”), and SAPEF III INTERNATIONAL G.P. LIMITED, a British Virgin Islands company and its nominees (together, with its nominees, the “Purchaser ”).

RECITALS

                                   WHEREAS, pursuant to a Sale Agreement dated October 31, 2003 among Aplitec (as defined herein), Net 1 Investment Holdings (Proprietary) Limited, Net 1 Support Services (Proprietary) Limited and New Aplitec (as defined herein) (the “Aplitec Acquisition Agreement”), the Company intends to acquire, through a wholly owned subsidiary, substantially all of the assets and liabilities of Aplitec (the “Aplitec Acquisition ”);

                                   WHEREAS, the Company intends to amend its Articles of Incorporation in the form attached hereto as Exhibit A (the “Amendment ”) to (i) increase the maximum number of the Company’s authorized shares of the Common Stock, par value $0.001 per share (the “Common Stock ”) from 100,000,000 shares to 500,000,000 shares, (ii) increase the authorized shares of preferred stock (the “Preferred Stock ”) from 3,000,000 to 300,000,000 and (iii) set forth the designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution providing for the creation and issuance of such series of Preferred Stock as adopted by the Board of Directors pursuant to the authority of Article IV of the Articles of Incorporation;

                                   WHEREAS, the Amendment requires approval from the majority of the unaffiliated holders of shares of Common Stock (“Stockholder Approval ”);

                                   WHEREAS, subject to obtaining the Stockholder Approval, the Company has authorized the sale and issuance of an aggregate of 105,661,428 shares of its Common Stock, and 192,967,138 shares of its Special Convertible Preference Stock, par value $0.001 per share (the “Convertible Preference Stock ”);

                                   WHEREAS, the Company intends to use a portion of the proceeds from the sale of shares of Common Stock in connection with the Aplitec Acquisition, which portion will be in a certain dollar amount equal to 229,814,997 South African Rand on the date of payment for the shares of Common Stock as contemplated herein and for which will constitute a suspensive condition in the Aplitec Acquisition Agreement, and the balance of the proceeds will be used for working capital and general corporate purposes of the Company, which is not a suspensive condition under the Aplitec Acquisition Agreement;

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                                   WHEREAS, the Purchaser initially desires to purchase shares of Common Stock, on the terms and conditions set forth herein; and

                                   WHEREAS, the Company desires to issue and sell such shares of Common Stock to the Purchaser on the terms and conditions set forth herein;

                                   NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

ARTICLE I AGREEMENT TO SELL AND PURCHASE

                                   SECTION 1.1. Authorization of Shares . The Company, subject to Stockholder Approval, has authorized (i) the initial sale and issuance to the Purchaser of 105,661,428 shares of Common Stock (the “Firm Shares”), subject to the Stockholder Approval, (ii) the issuance of up to 192,967,138 shares of Convertible Preference Stock in connection with the Aplitec Acquisition, and (iii) the issuance of up to 192,967,138 shares of Common Stock upon conversion of the shares of Convertible Preference Stock (the “Conversion Shares”). The Convertible Preference Stock shall have the rights, preferences, privileges and restrictions set forth in the Amendment.

                                   SECTION 1.2. Sale and Purchase . Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Firm Shares for the consideration of (i) cash in the amount of $0.50 per Firm Share and (ii) the procurement of the assignment of all the issued and outstanding capital stock of New Aplitec. Subject to the terms and conditions hereof, the Company will issue and sell to the Purchaser and the Purchaser will purchase from the Company, at the Closing, 105,661,428 Firm Shares.

ARTICLE II CLOSING, DELIVERY AND PAYMENT

                                   SECTION 2.1. Closing . The closing of the sale and purchase of the Firm Shares under this Agreement (the “Closing ”), shall take place on the 12th business day after the satisfaction or waiver of the conditions set forth in Section 6, at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, or at such other time or place as the Company and the Purchaser may mutually agree (such date for the purchase of the Firm Shares is hereinafter referred to as the “Closing Date ”).

                                   SECTION 2.2. Delivery . At the Closing, subject to the terms and conditions hereof, the Company will deliver to the Purchaser all of the Firm Shares to be purchased in accordance with Section 1.2 at the Closing, by delivery of a certificate or certificates evidencing the Firm Shares to be purchased at such Closing, free and clear of any encumbrances (other than those placed thereon by or on behalf of the Purchaser), and the Purchaser will make payment to the Company of the aggregate purchase price therefor by wire transfer of immediately available

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funds to an account designated by the Company at least two business days prior to the applicable Closing Date.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                                   SECTION 3.1. Organization, Good Standing and Qualification . (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined herein) on the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The copies of the Articles of Incorporation and By-laws of the Company which were previously furnished or made available to the Purchaser are true, complete and correct copies of such documents as in effect on the date of this Agreement. The Company is not in default in the performance, observation or fulfillment of its Articles of Incorporation or By-laws, and except for the Amendment, no amendments to the Company’s Articles of Incorporation or By-laws are currently pending. The minute books and other corporate records of the Company are complete and accurate in all material respects and contain all resolutions and other appropriate documents ratifying the actions of the Company to the date of this Agreement. The stock records of the Company are true and complete. The Company has made true, complete and correct copies or originals of all such documents available for review and inspection by the Purchaser and its representatives.

                                   (b) The Company has no Subsidiaries.

                                   SECTION 3.2. Capital Structure .

                                   (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (A) 100,000,000 shares of Company Common Stock, of which 15,852,856 shares were outstanding as of the date hereof, (B) 3,000,000 shares of Preferred Stock, $.10 par value per share, of which no shares of are outstanding. Since December 31, 2002 to the date of this Agreement, there have been no issuances of shares of the capital stock of the Company or any other securities of the Company. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, and no capital stock is entitled to preemptive rights. There were outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from the Company. No options or warrants or other rights to acquire capital stock from the Company have been issued or granted since December 31, 2002 to the date of this Agreement.

                                   (b) No bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which stockholders may vote are issued or outstanding.

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                                   (c) Except as otherwise set forth in this Section, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

                                   (d) After giving effect to the Aplitec Acquisition and the transactions contemplated in this Agreement and the Aplitec Acquisition Agreement, there will be outstanding 121,514,284 shares of Common Stock and 192,967,138 shares of Convertible Preferred Stock.

                                   SECTION 3.3. Authority; No Conflicts; Governmental Approvals .

                                   (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to the Shareholder Approval referred to in Section 3.7. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to the adoption of the Amendment by the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes the valid and binding agreement of the Purchaser, constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws (as defined herein) relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) or by an implied covenant of good faith and fair dealing.

                                   (b) The execution and delivery of this Agreement by the Company does not, and the other transactions contemplated hereby will not, conflict with, or result in a Violation pursuant to: (A) any provision of the Articles of Incorporation or By-laws of the Company or (B) subject to obtaining or making the consents, approvals, Orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, Permit (as defined herein), Law or Order (as defined herein) applicable to the Company or any Subsidiary of the Company or their respective properties or assets.

                                   (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Entity (as defined herein) is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company and the consummation of the other transactions contemplated hereby, except for those required under or in relation to (A) the Florida Business Corporation Act (the “Florida Statute ”) with respect to the filing of the Amendment, (B) the filing of a proxy statement with respect to the Stockholder Approval with the SEC under the Securities and Exchange Act of 1934, as

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amended (the “Exchange Act”), which proxy statement will also constitute the prospectus for the Registration Statement on Form S-4 referred to in clause (C) (the “Proxy Statement/Prospectus”) and (C) the filing of a registration statement of the Company on Form S-4 with the SEC (the “Form S-4”) under the Securities Act of 1933, as amended, (the “Securities Act”) with respect to the issuance of the shares of Convertible Preference Stock and the shares of Common Stock issuable upon conversion of such shares of Convertible Preference Stock, and the declaration by the SEC of the Form S-4 effective, and (D) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

                                   SECTION 3.4. Reports and Financial Statements .

                                   (a) The Company and its controlling stockholders have filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2001 (collectively, including all exhibits thereto, the “SEC Reports”). None of the SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports and any public announcements made by the Company after the date hereof as of the date of filing or announcement, as applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances, not misleading. Each of the financial statements (including the related notes) included in the SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP (as defined herein) applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure. All of such SEC Reports, as of their respective dates (and as of the date of any amendment to the respective SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

                                   (b) Except as disclosed in the SEC Reports filed prior to the date hereof, the Company has not incurred any liabilities or obligations (whether or not accrued, contingent or otherwise) that are of a nature that would be required to be disclosed on a balance sheet of the Company or the footnotes thereto prepared in conformity with GAAP, other than (A) liabilities incurred in the ordinary course of business or (B) liabilities that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

                                   SECTION 3.5. Information Supplied .

                                   (a) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (A) the Form S-4 will, at the time the Form S-4 is filed

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with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Proxy Statement/Prospectus will, on the date it is first mailed to the Company stockholders or at the time of the stockholders meeting at which the stockholders will vote to on the matters as set forth in the Proxy Statement/Prospectus, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

                                   (b) Notwithstanding the foregoing provisions of this Section 3.5(b), no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information supplied by (i) the Purchaser or (ii) Aplitec (as defined herein) in connection with the Aplitec Acquisition (as defined herein).

                                   SECTION 3.6. Board Approval. The Board of Directors of the Company, by resolutions duly adopted by vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Aplitec Acquisition Agreement, (iii) opted-out of Section 607.0902 of the Florida Statute (regarding control-share acquisitions), (iv) determined that the filing of the Amendment with the State of Florida Department of State is in the best interest of the Company in connection with the terms of this Agreement, and (v) approved the designation of shares of Convertible Preference Stock as set forth in the Amendment. No state takeover statute or other similar statute is applicable to this Agreement or the other transactions contemplated hereby, including Section 607.0901 of the Florida Statute (regarding affiliated transactions) and 607.0902 of the Florida Statute (regarding control-share acquisitions).

                                   SECTION 3.7. Vote Required. The affirmative vote of the majority of holders of Common Stock who cast votes to approve the Amendment is the only vote of the holders of any class or series of the Company capital stock necessary to adopt this Agreement and approve the filing of the Amendment and the other transactions contemplated hereby.

                                   SECTION 3.8. Litigation, Compliance with Laws.

                                   (a) There is no suit, action, investigation or proceeding pending or, to the Knowledge (as defined herein) of the Company, threatened, against or affecting the Company, nor is there any Order of any Governmental Entity (as defined herein) or arbitrator outstanding against the Company.

                                   (b) Except as disclosed in the SEC Reports filed prior to the date of the Agreement and except as would not reasonably be expected to have a Material Adverse Effect on the Company, the Company holds all Permits necessary for the operation of the Businesses of the

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Company, taken as a whole. The Company is in compliance with the terms of each such Permit, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in the SEC Reports filed prior to the date of this Agreement, the business of the Company is not being conducted in violation of, and the Company has not received any notices of violations with respect to, any Law of any Governmental Entity, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

                                   SECTION 3.9. Absence of Certain Changes or Events . Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as disclosed in the SEC Reports filed prior to the date of this Agreement, since June 30, 2003, the Company has conducted its business only in the ordinary course and there has not been (i) any change, circumstance or event which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company or (ii) any action taken by the Company during the period from June 30, 2003 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Closing Date, would have constituted a breach of Section 5.1.

                                   SECTION 3.10. Environmental Matters . Except as would not reasonably be expected to have a Material Adverse Effect on the Company, (i) the operations of the Company have been and are in compliance with all applicable Environmental Laws (as defined herein) and with all Environmental Permits (as defined herein), (ii) there are no pending or, to the Knowledge of the Company, threatened, actions, suits, claims, investigations or other proceedings under or pursuant to Environmental Laws against the Company or, to the Knowledge of the Company, involving any real property currently or formerly owned, operated or leased by the Company, (iii) the Company is not subject to any Environmental Liabilities (as defined herein) and, to the Knowledge of the Company, no facts, circumstances or conditions relating to, arising from, associated with or attributable to any real property currently or formerly owned, operated or leased by the Company or operations thereon would reasonably be expected to result in Environmental Liabilities, (iv) all real property owned and all real property operated or leased by the Company is free of Hazardous Materials (as defined herein) in conditions and concentrations that would reasonably be expected to have an adverse effect on human health or the environment and the Company has disposed of any Hazardous Materials on or about such premises, and (v) no release, discharge, spillage or disposal of any Hazardous Material and no soil, water or air contamination by any Hazardous Material has occurred or is occurring in, from or on such premises the result of which would have a Material Adverse Effect on the Company.

                                   SECTION 3.11. Intellectual Property . Except as would not reasonably be expected to have a Material Adverse Effect on the Company, (a) the Company owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual Property (as defined herein) used in or necessary for the conduct of its business as currently conducted; (b) to the Knowledge of the Company, the use of any Intellectual Property by the Company does not infringe on or otherwise violate the rights of any Person and is in accordance with any applicable license pursuant to which the Company acquired the right to use any Intellectual Property; (c) to the Knowledge of the Company, no Person is challenging or infringing on or otherwise violating any right of the Company with respect to any Intellectual Property owned by or licensed to the

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Company; and (d) the Company has not received any written notice of any pending claim with respect to any Intellectual Property used by the Company and to the Knowledge of the Company no Intellectual Property owned or licensed by the Company is being used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of such Intellectual Property. Each of the Technology Agreements (as defined herein) is in full force and effect and there is no Violation of any of such Technology Agreements.

                                   SECTION 3.12. Brokers or Finders . No agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker’s or finder’s fee or any other similar commission or fee in connection with any of the transactions contemplated by this Agreement, based upon arrangements made by or on behalf of the Company, except for Brait Advisory Services Limited (“BAS”) appointed by Letter of Appointment dated April 25, 2003, whose fees and expenses will be paid by the Company in accordance with the Company’s agreements with such firm, copies of which have been provided to the Purchaser.

                                   SECTION 3.13. Taxes . The Company (i) has prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns (as defined herein) required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; (ii) has paid all Taxes (as defined herein) that are shown as due and payable on such filed Tax Returns or that the Company is obligated to pay without the filing of a Tax Return; (iii) has paid all other assessments received to date in respect of Taxes other than those being contested in good faith for which provision has been made in accordance with GAAP on the most recent balance sheet included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002; (iv) has withheld from amounts owing to any employee, creditor or other Person (as defined herein) all Taxes required by law to be withheld and have paid over to the proper governmental authority in a timely manner all such withheld amounts to the extent due and payable; (v) has not waived any applicable statute of limitations with respect to United States federal or state income or franchise Taxes and have not otherwise agreed to any extension of time with respect to a United States federal or state income or franchise Tax assessment or deficiency; (vi) has never been members of any consolidated group for income tax purposes; and (vii) is not party to any tax sharing agreement or arrangement. No Liens for Taxes exist with respect to any of the assets or properties of the Company, except for statutory Liens for Taxes not yet due or payable or that are being contested in good faith. The Company has made available to the Purchaser true and correct copies of the United States federal income Tax Returns filed by the Company for each of the years ended December 31, 2001 and 2002. There is no contract or agreement, plan or arrangement by the Company covering any Person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company by reason of Section 280G of the Code or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. There are not being conducted or, to the Knowledge of the Company, threatened in writing any material audits, examinations, investigations, litigation, or other proceedings in respect of Taxes of the Company. The Company has not been a party to a Section 355 transaction that could give rise to a Tax liability pursuant to Section 355(e) of the Code.

                                   SECTION 3.14. Certain Contracts .

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                                   (a) The Disclosure Schedule attached hereto as Schedule 3.13 (the “Disclosure Schedule ”) lists, as of the date hereof, each of the following contracts, agreements or arrangements to which the Company is a party or by which it is bound: (i) any contract for the purchase or sale of services, materials, products or supplies which involve aggregate payments by the Company of more than $10,000 for each such agreement or involve aggregate payments to the Company of more than $10,000 for each such agreement or other statutory or regulatory requirements), (ii) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor (excluding trade payables or receivables arising in the ordinary course of business), (iii) any contract or other agreement restricting the payment of dividends or the repurchase of stock or other equity, (iv) employment agreements, (v) change in control or similar arrangements with any officers, employees or agents of the Company that will result in any obligation (absolute or contingent) to make any payment to any officers, employees or agents of the Company following either the consummation of the transactions contemplated hereby, termination of employment, or both, (vi) labor contracts, (vii) joint venture, partnership agreements or other similar agreements, (viii) any contract for the pending acquisition, directly or indirectly (by merger or otherwise), of any entity or business, (ix) any contract, agreement or policy for reinsurance, (x) any contract or agreement that is material to the business, assets or condition (financial or otherwise) of the Company taken as a whole, or (xi) any non-competition agreement or any other agreement or arrangement that limits or otherwise restricts the Company or any successor thereto or that would, after the Closing Date, limit or restrict the Purchaser or any of its affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area (collectively, the “Material Contracts ”).

                                   (b) The Company is not, nor has it received any notice or has any Knowledge that any other party is, in default (or would be in default but for the lapse of time or the giving of notice or both) in any respect under any such Material Contract, except for those defaults which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

                                   SECTION 3.15. Employee Benefit Plans .

                                   (a) The Company has no Benefit Plan (as defined herein), stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, whether formal or informal, oral or written, legally binding or under which any employee or former employee of the Company or any of its Subsidiaries has any present or future right to benefits or under which the Company or any of its Subsidiaries has any present or future liability.

                                   (b) No Company Plan (as defined herein) exists which could result in the payment to any employee of the Company of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee as a result of the transactions contemplated by this Agreement.

                                   SECTION 3.16. Labor Matters .

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                                   The Company has only one employee.

                                   SECTION 3.17. Affiliate Transactions .

                                   Except as disclosed in Schedule 3.13, there are no contracts, commitments, agreements, arrangements or other transactions between the Company, on the one hand, and any Affiliate of the Company or any of its Subsidiaries, on the other hand.

                                   SECTION 3.18. Insurance .

                                   The Company has provided or made available to the Purchaser true, correct and complete copies of all policies of insurance to which the Company is a party or is a beneficiary or named insured. The Company maintains insurance coverage with reputable insurers in such amounts and covering such risks as are in accordance with normal industry practice for companies engaged in businesses similar to that of the Company (taking into account the cost and availability of such insurance).

                                   SECTION 3.19. Opinion of the Company Financial Advisor .

                                   The Board of Directors of the Company has received the opinion of Stenton Leigh Capital Corporation (the “Company Financial Advisor ”), dated the date of this Agreement, to the effect that, as of such date, the consideration to be paid for the Firm Shares is fair, from a financial point of view, to the holders of Company Common Stock (other than the Purchaser and its Affiliates), copy of which opinion will promptly be made available to the Purchaser after receipt by the Company.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

                                   The Purchaser hereby represents and warrants to the Company as follows:

                                   SECTION 4.1. Requisite Power and Authority . The Purchaser has all requisite power and authority to execute and deliver this Agreement to consummate the transactions contemplated hereby and to perform its obligations hereunder. All action on the Purchaser’s part necessary for the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all obligations of the Purchaser hereunder as of the Closing has been or will be effectively taken prior to the Closing. This Agreement has been or will be duly executed and delivered by the Purchaser. This Agreement (assuming due execution and delivery by the Company) will be legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

                                   SECTION 4.2. Investment Representations . The Purchaser acknowledges that the Firm Shares have not been registered under the Securities Act or under any state securities

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laws. The Purchaser (a) is acquiring the Firm Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, (b) is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the SEC, (c) acknowledges that the Firm Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from the registration requirements of the Securities Act is available and (d) represents that by reason of its business or financial experience, the Purchaser has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. The Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management. The Purchaser has had an opportunity to ask questions of and receive answers from, officers of the Company. The Purchaser understands that such discussions, as well as any other written information issued by the Company, were intended to describe certain aspects of the Company’s business and operations, but were not an exhaustive description.

                                   SECTION 4.3. Litigation . There is no Action pending, or to the Purchaser’s knowledge, currently threatened against the Purchaser which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

                                   SECTION 4.4. No Broker . The Purchaser has not employed any broker or finder, or incurred any liability for any brokerage or finders’ fees or any similar fees or commissions in connection with the transactions contemplated by this Agreement.

ARTICLE V COVENANTS OF THE COMPANY

                                   SECTION 5.1. Ordinary Course of Business . The Company covenants and agrees that, during the period from the date hereof to the Closing Date and except as contemplated herein, in the Aplitec Acquisition Agreement, the Asset Purchase Agreement or as otherwise agreed to in writing by the Purchaser, the business of the Company shall be conducted only in, and the Company shall not take any action except in the ordinary course of business and in a manner consistent with past practice and in compliance with applicable Laws; and the Company shall use its commercially reasonable efforts to preserve substantially intact the business organization of the Company, to keep available the services of the present officers, employees and consultants of the Company and to preserve the present relationships of the Company with such of the customers, suppliers, licensors, licensees, or distributors with which the Company has significant business relations. By way of amplification and not limitation, the Company shall not, between the date of this Agreement and the Closing Date, except as contemplated herein, in the Aplitec Acquisition Agreement, or in the Asset Purchase Agreement, directly or indirectly do, or propose or commit to do, any of the following:

                                   (a) Except to incorporate the provisions of the Amendment, amend its Articles of Incorporation or By-laws or, equivalent organizational documents;

                                   (b) Issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of any shares of capital

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stock of any class, or