EXHIBIT 10 SHARE PURCHASE AGREEMENT

Stock Purchase Agreement

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INTER TEL INC | LAKE HOLDINGS LIMITED | INTER-TEL LAKE LIMITED | INTER-TEL, INC

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Title: EXHIBIT 10 SHARE PURCHASE AGREEMENT
Governing Law: Arizona Date: 5/10/2005
Industry: Communications Equipment Sector: Technology

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EXHIBIT 10

DATED JANUARY, 2005

(1) THE PERSONS NAMED IN SCHEDULE 1

(2) LAKE HOLDINGS LIMITED

(3) INTER-TEL LAKE LIMITED

(4) INTER-TEL, INC.

SHARE PURCHASE AGREEMENT

relating to the entire issued share capital in

Lake Communications Limited

Lake Datacomms Limited

Lake Electronic Technologies Limited

Fernway Limited

Winbay Pty Limited

ARTHUR COX

Earlsfort Centre

Earlsfort Terrace

Dublin 2

(MAMcL / Docs / Project Lucky / SPA v18)

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CONTENTS

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CLAUSE PAGE

------ ----

1 DEFINITIONS AND INTERPRETATION......................................... 4

2 SALE AND PURCHASE...................................................... 15

3 CONSIDERATION.......................................................... 15

4 EARN-OUT CONSIDERATION................................................. 15

5 EARN-OUT ACCOUNTS...................................................... 17

6 ACTIONS PENDING COMPLETION............................................. 21

7 COMPLETION............................................................. 25

8 COMPLETION ACCOUNTS.................................................... 27

9 CONDUCT OF BUSINESS POST-COMPLETION.................................... 28

10 POST-COMPLETION OBLIGATIONS & RIGHTS................................... 33

11 WARRANTIES............................................................. 34

12 THE BUYER'S REMEDIES................................................... 36

13 LIMITATIONS ON THE WARRANTORS' LIABILITY............................... 37

14 RETENTION.............................................................. 44

15 WARRANTIES OF THE BUYER AND THE PARENT................................. 45

16 USE OF INTELLECTUAL PROPERTY RIGHTS / INFRINGEMENT CLAIMS.............. 45

17 [FURTHER UNDERTAKINGS BY SELLERS]...................................... 51

18 INDEMNITIES............................................................ 52

19 PENSIONS............................................................... 53

20 GUARANTEE.............................................................. 54

21 ASSIGNMENT............................................................. 55

22 ANNOUNCEMENTS.......................................................... 56

23 CONFIDENTIALITY........................................................ 56

24 COSTS.................................................................. 57

25 FURTHER ASSURANCE...................................................... 58

26 REMEDIES AND WAIVERS................................................... 58

27 SEVERABILITY........................................................... 58

28 JOINT LIABILITY........................................................ 58

29 GENERAL................................................................ 59

30 NOTICES................................................................ 59

31 GOVERNING LAW AND JURISDICTION......................................... 61

32 ENTIRE AGREEMENT....................................................... 62

33 COUNTERPARTS........................................................... 62

SCHEDULE 1

The Warrantors..................................................................

SCHEDULE 2

The Target Group Companies......................................................

SCHEDULE 3

Items for delivery by the Seller at Completion..................................

SCHEDULE 4

Warranties......................................................................

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<TABLE>

<S> <C>

SCHEDULE 5

Property.................................................................

SCHEDULE 6

The Earn-Out Accounts....................................................

SCHEDULE 7

Registered Intellectual Property Rights..................................

SCHEDULE 8

The Lease................................................................

SCHEDULE 9

The Completion Accounts..................................................

SCHEDULE 11

Finance and Operating Leases.............................................

SCHEDULE 12

The Inter-Company Indebtedness...........................................

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AGREED FORM DOCUMENTS

1. Tax Deed

2. Disclosure Letter

3. Service Agreements

4. Lease

5. Pre-Completion Reorganisation Documents

6. Escrow Agreement

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THIS AGREEMENT is made on January, 2005

BETWEEN:

(1) THE PERSONS NAMED IN SCHEDULE 1 (the "WARRANTORS");

(2) LAKE HOLDINGS LIMITED, a company incorporated in Ireland with registration

number 36890 and having its registered office at Beech House, Greenhills

Road, Tallaght, Dublin 24 (the "SELLER");

(3) INTER-TEL LAKE LIMITED, a company incorporated in Ireland with registered

number 391185 and having its registered office at Beech House, Greenhills

Road, Tallaght, Dublin 24 (the "BUYER"); and

(4) INTER-TEL, INC., a company incorporated under the laws of the state of

Arizona, USA, with its principal place of business at 1615 South 52nd

Street, Tempe, Arizona 85281 USA (the "PARENT").

BACKGROUND:

(A) The Seller is either directly or indirectly the legal and beneficial owner

of the Shares, which represent the entire issued share capital of the

Target Group.

(B) The Seller has agreed to sell and the Buyer has agreed to purchase the

Shares on the terms and subject to the conditions of this Agreement.

obligations of the Buyer set out in this Agreement on the terms and

conditions set out in this Agreement. The Warrantors have agreed to

guarantee the performance of and procure the compliance with the

obligations of the Seller set out in this Agreement on the terms and

conditions set out in this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following expressions shall have the following

meanings namely:

"1963 ACT" means the Companies Act, 1963;

"1990 ACT" means the Companies Act, 1990;

"1999 ACT" means the Companies (Amendment) Act, 1999;

"1999 NO. 2 ACT" means the Companies (Amendment) (No. 2) Act, 1999;

"2001 ACT" means the Company Law Enforcement Act 2001;

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"ACCOUNTING STANDARDS" means accounting principles, standards and

practices generally accepted in Ireland at the date of this

Agreement consistently applied with prior periods;

"ACCOUNTS" means the audited balance sheet as at the Last Accounting

Date and the audited profit and loss account for the period ended on

the Last Accounting Date of each Target Group Company (together with

the related cashflow statements, directors' reports and auditors'

reports) and includes all notes and other documents annexed thereto

in accordance with any legal requirement or otherwise;

"ACCOUNTS RECEIVABLE" means an amount equal to any prepayments made

by the Target Group Companies and the amounts due and payable from

debtors of the Target Group Companies (including the Motorola

Payment) less any reserves or provisions against such amounts and

less any accounts receivable owing for more than ninety (90) days;

"A DIRECTOR" means an A Director of the Buyer or a Target Group

Company as that term is defined in the Articles of Association of

the relevant company;

"AGREED FORM" in relation to any document means that document in the

form agreed and initialled for the purposes of identification by the

Buyer's Solicitors on behalf of the Buyer and the Seller' Solicitors

on behalf of the Seller;

"AGREEMENT" means this agreement and the schedules hereto;

"ANNUALISED EBIT" has the meaning given to the term in Clause

4.7(a);

"ANNUALISED REVENUE AMOUNT" has the meaning given to the term in

Clause 4.7(b);

"BUSINESS" means all of the design, manufacture, sales and service

of the telecommunications business of the Target Group as carried on

by the Target Group at Completion;

"BUSINESS DAY" means a day (other than a Saturday or a Sunday) on

which banks are open for business in Dublin;

"BUSINESS PLAN" means the business plan for the Target Group in the

Agreed Form set out at Schedule 10 of this Agreement;

"BUYER GROUP" means the Buyer, any subsidiary or associated

undertaking of the Buyer, any holding company of the Buyer and any

subsidiary or associated undertaking of such holding company;

"BUYER PAYMENTS" has the meaning given to it in Clause 14.1;

"BUYER'S SOLICITORS" means Arthur Cox of Earlsfort Centre, Earlsfort

Terrace, Dublin 2;

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"CASH" means cash at bank or in hand;

"COMPLETION" means completion of the sale and purchase of the Shares

in accordance with this Agreement;

"COMPLETION ACCOUNTS" means the accounts of the Target Group

prepared in accordance with Schedule 9;

"COMPLETION ACCOUNTS DATE" means the Completion Accounts Date as

determined pursuant to Schedule 9;

"COMPLETION DATE" means the date on which Completion takes place as

determined pursuant to Clause 7;

COMPLETION DISCLOSURE LETTER" means the letter from the Warrantors

to the Buyer in relation to the Warranties to be delivered at

Completion and referred to in Clause 5.5;

"CONDITIONS" means the conditions specified in Clause 5.1;

"CONNECTED PERSON" and "CONNECTED" means a person who would be

connected with another person for the purposes of Section 26 of the

Companies Act, 1990 if that other person was a director of a

company;

"CONFIDENTIAL INFORMATION" means all information not at present in

the public domain used in or otherwise relating to the business,

customers or financial or other affairs of a Target Group Company

including, without limitation, information relating to:

(a) the marketing of any products or services including, without

limitation, customer names and lists and any other details of

customers, sales targets, sales statistics, market share

statistics, prices, market research reports and surveys and

advertising or other promotional materials; and

(b) projects, business development or planning, commercial

relationships and negotiations, which are contemplated or

ongoing, or which are in existence (as the case may be) as at

the Completion Date;

"CONSIDERATION" means the price payable for the Shares, specified in

Clause 3.1;

"CURRENT LIABILITIES" means an amount equal to the sum of amounts

owing to trade creditors and normal operating accruals and Other

Current Liabilities;

"DAIDALOS AGREEMENT" means Contract Number 506997 among Portugal

Telecom Inovacao, SA, Telenor Communication II AS, Telefonica

Investigacion y Desarrollo sa Unipersonal, Eurescom - European

Institute for Research and Strategic Studies in Telecommunications

GMbh, Telecom Italia SPA, Polska Telefonia Cyfrowa SP. Z O.O.,

Telediffusion de France SA, Hellenic Telecommunications Organization

SA, Motorola SAS, Siemens

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Aktiengesellschaft, NEC Europe Limited, Lucent Technologies

Nederland BV, Udcast SA, BMW Forschung und Technik GMbh, SES Astra

SA, Fraunhofer Gesellschaft zur Foerderung der Angewandten Forschung

EV, Deutsches Zentrum Fuer Luft und Raumfahrt EV, Institut Eurecom

GIE, Institute for Infocomm Research, Instituto de Telecomunicacoes,

Universitaet Stuttgart, Universidad Carlos II de Madrid, Zavod za

Varnostne Tehnologije Informacijske Druzbe in Elecktronsko

Poslovanje, Akademia Gorniczo-Hutnicza im Stanislawa W Krakowie,

Heriot Watt University, Institute of Communication and Computer

Systems, Agora Systems SA, HW Communications Limited, Communication

Networks Aachen GMbh, France Telecom SA, Eidgenoessische Technische

Hochschule Zuerich, Waterford Institute of Technology, the Seller,

Instytut Technik Telekomunikacyjnych I Informatycznych SP Z OO, UH

Communications AS, China Academy of Telecommunication Research,

Instituto de Engenharia de Sistemas e Computadores do Porto,

Universidade do Porto, Universitet ULM, Technische Universitaet

Braunschweig, Universidad de Murcia, Jozef Stefan Institute,

university of Lancaster, Temagon Technology and Management

Consultancy Services SA and Centro di Ricerca in Matematica Pura ed

Applicata - Consorzio in respect of a project called "Designing

Advanced Interfaces for the Delivery and Administration of Location

independent Optimised personal Services" dated 11th December, 2003;

"DISCLOSURE LETTER" means the letter of today's date from the

Warrantors to the Buyer in relation to the Warranties;

"DOMAIN NAMES" means all trademark, service mark, assumed names,

corporate names and other names used by the Target Group on the

internet or in government filing offices;

"EARN-OUT ACCOUNTS" means the accounts of the Target Group prepared

in accordance with Schedule 6;

"EARN-OUT ACCOUNTS DATE" means the Earn-Out Accounts Date as

determined in accordance with Schedule 6;

"EARN-OUT CONSIDERATION" means the sum of the EBIT Consideration and

the Revenue Consideration;

"EARN-OUT DATE" means the date eighteen months after the Completion

Date;

"EARN-OUT PERIOD" means the period commencing on the Completion Date

and ending on the day eighteen (18) months following the Completion

Date;

"EBIT" has the meaning given to the term in Schedule 6;

"EBIT CONSIDERATION" means the sum (if any) payable by the Buyer to

the Seller pursuant to Clause 4.4;

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"EBIT TARGET" means USD5,733,000 (five million seven hundred and

thirty three thousand US dollars);

"EBITDA" means earnings before interest, tax, depreciation and

amortisation;

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

restriction, right of first refusal, right of pre-emption, third

party right or interest, any other encumbrance or security interest

of any kind, and any other type of preferential arrangement

(including, without limitation, title transfer and retention

arrangements) having a similar effect, other than reservation of

title over stock in trade arising in the ordinary course of

business;

"ENVIRONMENT" has the meaning given to it in paragraph 20 of

Schedule 4;

"ESCROW AGENTS" has the same meaning as in the Escrow Agreement;

"ESCROW AGREEMENT" means the escrow agreement in Agreed Form to be

entered into by, inter alios, the Buyer and the Seller at

Completion;

"ESCROW AMOUNT" means USD6,000,000 (six million US dollars);

"ESCROW FUND" has the same meaning as in the Escrow Agreement;

"EURIBOR" means:

(a) the percentage rate per annum equal to the offered quotation

which appears on the page of the Telerate Screen which

displays an average rate of the Banking Federation of the

European Union for the euro (currently page 248) for three

months at 11.00am (Brussels time) on the quotation date or, if

such page or service ceases to be available, such other page

or other service for the purpose of displaying an average rate

of the Banking Federation of the European Union agreed by the

parties; or

(b) if no quotation for the relevant period is displayed and the

parties have not agreed an alternative service on which a

quotation is displayed, the arithmetic mean (rounded upwards

to four decimal places) of the rates at which each of the

Reference Banks was offering to prime banks in the European

interbank market deposits in the euro of an equivalent amount

for such period at 11.00am (Brussels time) on the quotation

date;

"EURO" or "EUR" means the currency unit of the participating Member

States of the European Union as defined in Recital (2) of Council

Regulation 974/98/EC on the introduction of the euro;

"FERNWAY" means Fernway Limited, particulars of which are set out in

Schedule 2;

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"INDEBTEDNESS" means the aggregate amount of borrowings of any

nature whatsoever of any Target Group Company (including payments

due under the finance and operating leases listed in Schedule 11),

plus the amount of any bonuses payable to employees related to this

transaction, plus the amount of all non-trading liabilities and all

liabilities outside the ordinary course of business (including,

without limiting the generality of the foregoing, net unfunded

pension obligations or other unfunded commitments to employees);

"INDEMNITIES" means the indemnities set out in Clauses 12, 18 and

19;

"INFORMATION TECHNOLOGY" means all computer systems, communication

systems, software and hardware owned or licensed by or to any Target

Group Company;

"INITIAL CONSIDERATION" means USD17,293,818 (seventeen million two

hundred and ninety-three thousand eight hundred and eighteen US

dollars);

"INTELLECTUAL PROPERTY" means patents (including supplementary

protection certificates), trade marks, service marks, registered

designs, utility models, design rights, topography rights,

copyrights (including copyright in computer programs) database

rights, inventions, Confidential Information, business or trade

names (including the Name), get-up, Domain Names, and all other

intellectual property and neighbouring rights and rights of a

similar or corresponding character (including all associated

goodwill), and all applications for, or for the protection of, any

of the foregoing;

"INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property used,

or required to be used, by a Target Group Company in, or in

connection with, the Business (excluding Know-How);

"INTER-COMPANY INDEBTEDNESS" means the aggregate sum of the total

amounts due and owing by Target Group Companies to the Seller as at

the Completion Date;

"INTEREST RATE" means EURIBOR plus two (2) percent per annum;

"INVENTORY" means an amount equal to the value of the trading stock

or inventory of any Target Group Company, acquired during the twelve

(12) months prior to the Completion Date less any reserves or

provisions against such amount;

"KEY PERSONNEL" means each of Anthony Bermingham, Caoimhin O'Laoi,

Michael O'Dwyer, Ciaran Kelly and Michael Tope;

"KNOW-HOW" means all information, trade secrets and techniques (not

publicly known) held in any form (including, without limitation,

paper, electronically stored data, magnetic media, film and

microfilm) including, without limitation, that comprised in or

derived from drawings, data, reports, project reports, formulae,

specifications, testing procedures, test results,

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component lists, instructions, manuals, brochures, catalogues and

process descriptions, market forecasts, lists and particulars of

customers and suppliers;

"LCL" means Lake Communications Limited, particulars of which are

set out in Schedule 2;

"LDL" means Lake Datacomms Limited, particulars of which are set out

in Schedule 2;

"LAST ACCOUNTING DATE" means 30th September 2003;

"LEASE" means the lease in the Agreed Form between the Seller and

LCL in respect of the Property which is to be entered into at

Completion and which is set out in Schedule 8;

"LET" means Lake Electronic Technologies Limited, particulars of

which are set out in Schedule 2;

"MANAGEMENT ACCOUNTS" means the unaudited profit and loss account

and balance sheet and cashflow statement of each Target Group

Company for the accounting period beginning on the next day

following the Last Accounting Date and ended on 31st December, 2004

and attached to the Disclosure Letter;

"MOTOROLA PAYMENT" means the amount of USD395,000 (three hundred and

ninety-five US dollars) which is due from Motorola to the Target

Group in June, 2005;

"NAME" means "Lake";

"NET ASSET VALUE" means the combined net asset value of the Target

Group Companies on the Completion Date calculated in accordance with

the Schedule 9 being the sum of fixed assets plus Cash plus Accounts

Receivable plus Inventory, less the sum of Current Liabilities and

Indebtedness;

"OTHER CURRENT LIABILITIES" shall include repayable research and

development grants and corporation tax, but shall not include any

deferred acquisition consideration;

"PLANNING ACTS" means the Local Government (Planning & Development)

Acts 1963 to 1999, the Planning & Development Acts 2000 and 2001,

the Building Control Act 1990 and any statutory modification or

re-enactment thereof for the time being in force and any regulations

or orders for the time being made thereunder;

"PRE-COMPLETION REORGANISATION" means the reorganisation of the

companies comprising the Seller Group and the Target Group to be

effected prior to Completion whereby:

(I) The Seller and LCL will enter into the Lease; and

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(II) The shares in the Target Group Companies held by employees or

former employees of the Target Group or Seller Group (or any

person other than another Target Group Company) will be

transferred to a Target Group Company or redeemed and

cancelled;

"PROPERTY" means the property short particulars of which are set out

in the Property Schedule and includes a part of the property;

"PROPERTY SCHEDULE" means Schedule 5;

"REFERENCE BANKS" means the principal Dublin offices of Allied Irish

Banks, Bank of Ireland and Ulster Bank or such other banks agreed

between the parties from time to time;

"REVENUE AMOUNT" has the meaning given to the term in Schedule 6;

"REVENUE CONSIDERATION" means the sum (if any) payable by the Buyer

to the Seller pursuant to Clause 4.5;

"REVENUE TARGET" means USD56,233,000 (fifty six million, two hundred

and thirty three thousand US dollars);

"SELLER GROUP" means the Seller's Parent, the Seller and any company

wholly or partly, directly or indirectly owned by the Seller's

Parent or the Seller, or any associated undertaking of the Seller or

the Seller's Parent;

"SELLER'S PARENT" means Cadamstown Limited, a company incorporated

in Ireland with registered number 173200, whose registered office is

Beech House, Greenhills Road, Tallaght, Dublin 24;

"SELLER'S SOLICITORS" means Mason Hayes & Curran, 6 Fitzwilliam

Square, Dublin 2;

"SERVICE AGREEMENTS" means the service agreements to be entered into

between LCL and each of the Key Personnel;

"SHARES" means the entire issued share capital of LCL, LDL, Fernway

(to the extent not already owned by LDL), Winbay and LET (to the

extent not already in the direct ownership of LCL) further

particulars of which are set out in Schedule 2 and which are to be

purchased by the Buyer under the terms of this Agreement;

"SUBSIDIARY UNDERTAKING" means a subsidiary undertaking within the

meaning of the European Communities (Companies - Group Accounts)

Regulations 1992;

"TARGET GROUP" means LCL, LDL, Fernway, LET and Winbay and the term

"TARGET GROUP COMPANY" means any one of them;

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"TARGET GROUP KNOW-HOW" means all information and techniques (not

publicly known) owned by a Target Group Company or used, or required

to be used, by a Target Group Company in, or in connection with, the

Business, held in any form (including, without limitation, paper,

electronically stored data, magnetic media, film and microfilm)

including, without limitation, that comprised in or derived from

drawings, data, reports, project reports, formulae, specifications,

testing procedures, test results, component lists, instructions,

manuals, brochures, catalogues and process descriptions, market

forecasts, lists and particulars of customers and suppliers

(excluding the Intellectual Property Rights in existence);

"TARGET INTER-COMPANY INDEBTEDNESS" means the aggregate sum of

EUR8,153,364 (eight million one hundred and fifty-three thousand

three hundred and sixty-four euro) (the US dollar equivalent of

which is USD10,706,182 (ten million seven hundred and six thousand

one hundred and eighty-two US dollars)) being the total amounts due

and owing by Target Group Companies to the Seller as at 31st

December, 2004, as more particularly set out in Schedule 12;

"TARGET NAV" has the same meaning as in Clause 8.2;

"TAX" and "TAXATION" means all forms of taxation, duties, imposts

and levies, and includes (without limiting the generality of the

foregoing) corporation tax, corporation profits tax, advance

corporation tax ("ACT"), capital gains tax, development land tax,

rates, water rates, capital transfer tax, inheritance tax, gift tax,

capital acquisitions tax, residential property tax, value added tax,

income tax, dividend withholding tax, pay related social insurance,

national insurance contributions, amounts due under the PAYE or PRSI

system, income or other levies, customs and excise duties any other

import or export duties, stamp duty, stamp duty reserve tax,

companies capital duty, tax on turnover or profits, sales tax, and

any other amounts corresponding thereto and all other taxes, rates,

levies, fines, duties or other fiscal impositions of any kind

whatsoever, whether imposed by government, municipal or local

authority or otherwise, or other sums paid in respect of Tax or

Taxation (including in particular but without derogating from the

generality of the foregoing any interest, fine, charge, surcharge or

penalty) whether arising under the laws of Ireland or those of any

other jurisdiction and whether incurred as principal, agent,

trustee, indemnitor or otherwise, and regardless of whether such

taxes, penalties, charges, levies, fines, surcharges and interest

are directly or primarily chargeable against or attributable to any

Target Group Company or any other person, firm or company and

whether or not the Buyer or any Target Group Company is or may be

entitled to claim reimbursement thereof from any other person or

persons;

"TAX AUTHORITY" or "TAXATION AUTHORITY" means the Revenue

Commissioners, and any other local, municipal, governmental, state,

federal or other fiscal authority or body anywhere in the world;

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"TAX DEED" means the deed of tax covenant in the agreed form between

the Seller, the Buyer and the Target Group Companies;

"TAX WARRANTIES" means the warranties contained in paragraph 6 of

Schedule 4;

"TCA" means Taxes Consolidation Act, 1997;

"TERRITORY" means anywhere in the world where the Target Group's

products are manufactured, purchased or sold at the date of this

Agreement;

"TITLE WARRANTIES" means Warranties 3(a) and 3(b);

"USD" or "DOLLAR" means the U.S. dollar, the currency unit of the

United States of America;

"WARRANTIES" means the warranties contained in Schedule 4 and

"WARRANTY" means any of them;

"WINBAY" means Winbay Pty Limited, particulars of which are set out

in Schedule 2;

"WORKING HOURS" means 8.30am to 5.30pm on a Business Day.

1.2 In this Agreement:

(a) words and expressions which are defined in the Companies Acts

1963 to 2003 (the "COMPANIES ACTS") shall have the same

meanings as are ascribed to them in the Companies Acts;

(b) reference to a Clause, paragraph or Schedule, unless otherwise

specified, is a reference to a clause, paragraph of or

schedule to this Agreement;

otherwise specified, transmission by telecopier or comparable

means of communication;

(d) references to a "COMPANY" shall be construed so as to include

any company, corporation or other body corporate, wherever and

however incorporated or established;

(e) references to a "PERSON" shall be construed so as to include

any individual, firm, company, government, state or agency of

a state, local authority or government body or any joint

venture, association or partnership (whether or not having

separate legal personality);

(f) reference to a person includes a reference to that person's

legal personal representatives and successors;

<PAGE>

(g) a reference to any statute or statutory provision shall be

construed as a reference to (i) the laws of Ireland unless

otherwise specified and (ii) the same as it may have been, or

may from time to time be, amended, modified or re-enacted;

(h) any reference to a "DAY" or a "BUSINESS DAY" shall mean a

period of twenty four (24) hours running from midnight to

midnight;

(i) references to times are to time in Ireland;

(j) references to a "MONTH" shall mean a calendar month;

(k) a reference to any other document referred to in this

Agreement is a reference to that other document as amended,

varied, novated or supplemented at any time;

(l) any phrase introduced by the terms "INCLUDING", "INCLUDE", "IN

PARTICULAR" or other similar expression shall be construed as

illustrative and shall not limit the sense or meaning of the

words preceding those terms; and

(m) references to the singular include the plural and vice versa;

and

(n) references to the masculine include the feminine and vice

versa.

1.3 All headings and titles are inserted for convenience only. They are

to be ignored in the interpretation of this Agreement.

1.4 A reference in Clause 11 and Schedule 4 to the Warrantors'

knowledge, information, belief or awareness is deemed to include the

knowledge, information, belief or awareness of the Warrantors and

the knowledge, information, belief or awareness which the Warrantors

would have had if the Warrantors had made all reasonable enquiries.

1.5 Subject to the provisions of Clause 11.8, where any party to this

Agreement is more than one person then (except in respect of Clauses

2 and 17):

(a) the Warranties, agreements and obligations contained in this

Agreement on the part of such parties shall be construed and

take effect as joint Warranties, agreements and obligations

and the act or default of any one of them shall be deemed to

be the act or default of each of them;

(b) reference to that party shall refer to each of those persons

or any of them as the case may be; and

party shall be construed and take effect as conferred in

favour of all such persons collectively and each of them

separately.

<PAGE>

1.6 Where any conversion between euro and US dollars is required to be

made pursuant to the provisions of this Agreement (a "CONVERSION

CALCULATION"), the conversion rate to be used for the purposes of

the Conversion Calculation shall be the mean of the euro/US dollar

exchange rates for each of the twenty (20) Business Days immediately

prior to the date on which the Conversion Calculation is made, as

calculated by the Exchange Rate Office of the Central Bank of

Ireland.

2. SALE AND PURCHASE

2.1 The Seller agrees to sell as beneficial owner and the Buyer shall

purchase the Shares free from all Encumbrances together with all

rights of any nature whatsoever now or after the date of this

Agreement attaching or accruing to them.

2.2 The Seller waives and shall procure that there will be waived before

Completion, all rights of pre-emption and other restrictions on

transfer over the Shares conferred on it or any other person under

the articles of association of any Target Group Company or

otherwise.

3. CONSIDERATION

3.1 The aggregate Consideration payable by the Buyer to the Seller for

the Shares is the sum of the Initial Consideration and the Earn-Out

Consideration (if any)

(a) Minus any sums payable by the Warrantors or the Seller to the

Buyer pursuant to Clauses 8 and/or 13.6; and

(b) Plus any sums payable by the Buyer to the Seller.

3.2 On Completion the Buyer shall pay the Initial Consideration to the

Seller.

4. EARN-OUT CONSIDERATION

4.1 Subject to the remaining provisions of this Clause 4, the Earn-Out

Consideration (if any) shall be payable by the Buyer to the Seller

within ten (10) Business Days of the Earn-Out Accounts Date. For the

avoidance of doubt, the payment obligation of the Buyer contained in

this Clause 4.1 shall not be affected by the termination (whether

voluntary or otherwise) of any Warrantor's employment with the

Target Group at any time prior to the end of the Earn-Out Period.

4.2 If, during the Earn-Out Period, the Buyer or any Target Group

Company suffers loss as a result of any breach by any of the

Warrantors of their respective Service Contracts then, to the extent

that any such loss has not already been recovered by the Buyer or

the relevant Target Group Company from the Escrow Fund or reimbursed

by the Warrantor who was in breach of the Service Contract, the

amount of the Earn-Out Consideration (if any)

<PAGE>

payable to the Seller for the sale of the Shares shall be reduced by

the amount of such loss.

4.3 The Earn-Out Consideration shall not exceed USD17,600,000 (seventeen

million, six hundred thousand US dollars).

4.4 The EBIT Consideration (if any) payable under this Agreement shall

be calculated as follows:

(a) Where Annualised EBIT is less than sixty (60) percent of the

EBIT Target, the EBIT Consideration payable to the Seller

shall be nil.

(b) Where Annualised EBIT is equal to sixty (60) percent of the

EBIT Target, the EBIT Consideration payable to the Seller

shall be an amount equal to USD5,333,000 (five million three

hundred and thirty three thousand US dollars).

EBIT Target, the EBIT Consideration payable to the Seller

shall be an amount equal to USD10,667,000 (ten million six

hundred and sixty seven thousand US dollars).

(d) Where Annualised EBIT is equal to or greater than one hundred

and ten (110) percent of the EBIT Target, the EBIT

Consideration payable to the Seller shall be an amount equal

to USD11,733,000 (eleven million seven hundred and thirty

three thousand US dollars).

(e) Where Annualised EBIT is greater than sixty (60) percent of

the EBIT Target but less than ninety (90) percent of the EBIT

Target, the EBIT Consideration shall be calculated pro rata by

reference to the amounts payable under Clauses 4.4(b) and

4.4(c).

(f) Where Annualised EBIT is greater than ninety (90) percent of

the EBIT Target but less than one hundred and ten (110)

percent of the EBIT Target, the EBIT Consideration shall be

calculated pro rata by reference to the amounts payable under

Clauses 4.4(c) and 4.4(d).

4.5 No Revenue Consideration shall be payable under this Agreement

unless the Annualised EBIT is equal to or greater than sixty (60)

percent of the EBIT Target.

4.6 Subject to Clause 4.5, the Revenue Consideration (if any) payable

under this Agreement shall be calculated as follows:

(a) Where the Annualised Revenue Amount is less than sixty (60)

percent of the Revenue Target, the Revenue Consideration

payable to the Seller shall be nil.

<PAGE>

(b) Where the Annualised Revenue Amount is equal to sixty (60)

percent of the Revenue Target, the Revenue Consideration

payable to the Seller shall be an amount equal to USD2,667,000

(two million six hundred and sixty seven thousand US dollars).

percent of the Revenue Target, the Revenue Consideration

payable to the Seller shall be an amount equal to USD5,333,000

(five million three hundred and thirty three thousand US

dollars).

(d) Where Annualised Revenue is equal to or greater than one

hundred and ten (110) percent of the Revenue Target, the

Revenue Consideration payable to the Seller shall be an amount

equal to USD5,867,000 (five million eight hundred and sixty

seven thousand US dollars).

(e) Where the Annualised Revenue Amount is greater than sixty (60)

percent of the Revenue Target but less than ninety (90)

percent of the Revenue Target, the Revenue Consideration

payable to the Seller shall be calculated pro rata by

reference to the amounts payable under Clauses 4.6(b) and

4.6(c).

(f) Where the Annualised Revenue Amount is greater than ninety

(90) percent of the Revenue Target but less than one hundred

and ten (110) percent of the Revenue Target, the Revenue

Consideration payable to the Seller shall be calculated pro

rata by reference to the amounts payable under Clauses 4.6(c)

and 4.6(d).

4.7 For the purposes of this Clause 4:

(a) "ANNUALISED EBIT" means:

(A/18) x 12

where "A" is EBIT;

(b) "ANNUALISED REVENUE AMOUNT" means:

(B/18) x 12

where "B" is the Revenue Amount; and

calculated on the basis of the Earn-Out Accounts, which shall

be prepared and agreed in accordance with the provisions of

Schedule 6.

5. CONDITIONS

5.1 Completion is subject to and conditional upon the following

conditions being satisfied, or in the case of the Conditions in

Clauses 5.1(a) to 5.1(j), waived by the Buyer, on or before the

Completion Date:

<PAGE>

(a) Such third party consents, approvals, authorisations or

releases (including the consent of Enterprise Ireland and

Ulster Bank) as are necessary for the completion of the sale

and transfer of the Shares being obtained by the Seller and

the Buyer as the case may be.

(b) A letter, in a form reasonably satisfactory to the Buyer,

addressed to each Target Group Company from each of BT,

Commander Australia Limited and TT Electronic Manufacturing

Services Limited confirming its consent to the transaction

contemplated by this Agreement and waiving any rights they may

have to terminate their respective contracts with the Target

Group as a result of such transaction.

between Commander Australia Limited, Lake Holdings Limited,

the Buyer and the Target Group Companies novating the existing

contract between Commander Australia Limited and Lake Holdings

Limited for the benefit of the Buyer and the Target Group.

(d) The Warranties being true and correct in all material respects

both on the date of this Agreement and on Completion subject

to the matters disclosed in the Disclosure Letter and the

Completion Disclosure Letter respectively.

(e) There having been no material adverse change in the Target

Group's business, assets or financial condition since the Last

Accounting Date and the Warrantors not being aware of any fact

or circumstance which is likely to cause a material adverse

change to the prospects of the Target Group other than

exchange rate movements between the euro and the US dollar.

(f) Evidence in a form satisfactory to the Buyer that before, or

as soon as practicable, and in any event within ten (10)

Business Days, following Completion, the security registered

in the Companies Registration Office in Dublin, or the

companies registry of any other jurisdiction in which a member

of the Target Group is incorporated or the trademark, patent

or land registry of any jurisdiction world-wide which is

created in favour of Ulster Bank Limited or Ulster Bank

Markets Limited or Ulster Bank Commercial Services Limited or

any other person by any member of the Target Group will be

released;

(g) No temporary restraining order or preliminary or permanent

injunction, judgment, order or decree or any court or

governmental or regulatory authority or competent jurisdiction

prohibiting the sale and purchase of the Shares or the other

transactions contemplated hereby being in effect.

(h) No suit, action or proceeding being pending or threatened

before or by any court or governmental or regulatory authority

(A) seeking to

<PAGE>

restrain or prohibit the sale and purchase of the Shares or

other transactions contemplated hereby or (B) seeking damages

or other relief in connection with the execution and delivery

of this Agreement or the consummation of the purchase and sale

of the Shares and the other transactions contemplated hereby.

(i) Save as contemplated by Clause 5.1(j), no change having taken

place to the capital structure of any Target Group Company,

including without limitation, any transfer issue, purchase or

redemption of shares or variation in any of the rights

attaching to shares.

(j) The acquisition and/or redemption by the Seller or a Target

Group Company of all of the issued shares in LET and Fernway

not owned by the Seller or a Target Group Company, at no net

cost to the Target Group or the Buyer.

(k) The Target Group having been "de-grouped" from the Seller's

VAT group.

5.2 The Buyer shall be entitled at its discretion to waive compliance in

whole or in part with the Conditions on any terms it decides.

5.3 The Seller and the Warrantors shall use all reasonable endeavours to

achieve satisfaction of each of the Conditions set out in Clauses

5.1(a) to 5.1(j) as soon as possible before the date set for

Completion in Clause 7.1, and the Parent agrees, for the purposes of

the Seller obtaining the consent of Enterprise Ireland ("EI") (as

required by Clause 5.1(a)) and the consent of TT Electronic

Manufacturing Services Limited ("TTEMS") (as required by Clause

5.1(b)), to:

(a) give a letter of comfort to TTEMS in substantially the same

form as the letter of comfort given by the Seller to TTEMS

prior to the date of this Agreement; and

(b) to enter into a guarantee with EI whereby the Parent and/or

the Buyer undertakes to guarantee the payment obligations of

LDL and LCL pursuant to the grants set out in Schedule 1 of a

draft letter dated 10th September, 2004 from EI to Caoimhin

O'Laoi;

(copies of which have been furnished to the Parent prior to the

execution of this Agreement).

5.4 If at any time the Seller or the Warrantors become aware of a fact

or circumstance that appears likely to prevent any of the Conditions

being satisfied, they shall inform the Buyer as soon as practicable,

but in any event no later than two (2) Business Days after the date

on which the Seller or the Warrantors become so aware.

<PAGE>

5.5 (a) A draft of the Completion Disclosure Letter will be provided

to the Buyer and the Buyer's Solicitors at least five (5)

Business Days prior to the date set for Completion in Clause

7.1.

(b) The Completion Disclosure Letter shall only disclose facts or

circumstances that are exceptions to the Warranties that occur

between the date of this Agreement and Completion.

Completion Disclosure Letter:

(i) if the facts and circumstances disclosed in the

Completion Disclosure Letter disclose breaches of

Warranties with a value equal to or in excess of

USD100,000, the Buyer may, in its sole discretion,

rescind this Agreement; or

(ii) if the facts and circumstances disclosed in the

Completion Disclosure Letter disclose breaches of

Warranties with a value less than USD100,000, the Buyer

shall not rescind this Agreement on the basis of such

disclosures.

(d) Notwithstanding the provisions of Clause 5.5(c) or any other

provision of this Agreement, if facts or circumstances are

disclosed in the Completion Disclosure Letter which constitute

a breach of the Warranties between the date of this Agreement

and Completion, such facts or circumstances shall not qualify

the Warranties in any way and the limitations set out in

Clauses 13.1(a) and 13.1(b) shall not apply to claims for

breach of Warranty arising from matters disclosed in the

Completion Disclosure Letter ("COMPLETION WARRANTY CLAIMS").

If any facts or circumstances that are exceptions to the

Warranties occur between the date of this Agreement and

Completion but are not disclosed in the Completion Disclosure

Letter, then Clauses 13.1(a) and 13.1(b) shall not apply to

claims for breach of Warranty arising from such facts or

circumstances which are made after Completion. However, for

the avoidance of doubt, the provisions of this Clause 5.5(d)

shall not affect the application of Clauses 13.1(a) and

13.1(b) to claims arising after Completion in respect of any

breach of the Warranties which is not based on (i) facts or

circumstances disclosed in the Completion Disclosure Letter or

(ii) facts or circumstances which occurred between the date of

this Agreement and Completion.

5.6 Subject to Clause 5.8, if any of the Conditions have not been

satisfied by 11 am on the date set for Completion in Clause 7.1,

then on that date the Buyer may at its option (but without prejudice

to any other right or remedy it may have) by notice in writing to

the Seller:

(a) waive the Conditions;

<PAGE>

(b) postpone the date for Completion to a date falling not more

than thirty (30) Business Days after the date set for

Completion in Clause 7.1; or

5.7 If the Buyer postpones the date for Completion in accordance with

Clause 5.6 then the provisions of this Agreement shall apply as if

the date set for Completion in Clause 7.1 were the date to which

Completion is so postponed.

5.8 The Buyer may only elect to postpone the date for Completion in

accordance with Clause 5.6 on one occasion.

5.9 If the Buyer elects to rescind this Agreement in accordance with

Clauses 5.5 or 5.6 then all rights and obligations of the parties

shall cease to have effect immediately upon rescission except that

rescission shall not affect the accrued rights and obligations of

the parties at the date of rescission provided that the maximum

aggregate liability of any party pursuant to this Clause 5.9 shall

not exceed USD200,000 (two hundred thousand US dollars).

6. ACTIONS PENDING COMPLETION

6.1 The Warrantors and the Seller hereby covenant with and undertake to

the Buyer that neither they nor any Target Group Company shall at

any time prior to Completion without the prior written consent of

the Buyer deliberately do, allow or procure any act or omission

which would (or would be likely to) cause, constitute or result in a

breach of the Warranties or which would cause any of the Warranties

to be untrue, incorrect or misleading. If such an act or omission

shall occur prior to Completion, the Seller and the Warrantors shall

take all necessary steps to remedy (to the extent that it is

possible to do so) the situation resulting or likely to result in a

breach of Warranty.

6.2 The Warrantors and the Seller hereby covenant with and undertake to

the Buyer that no action will be deliberately taken (save as herein

otherwise contemplated or required) by the Warrantors, the Seller or

any Target Group Company which prejudices the continuance for the

benefit of a Target Group Company of any or all contracts,

engagements, business connections and orders subsisting at the date

hereof or hereafter in relation to the Business. If such action

shall be taken, the Seller and the Warrantors shall take all

necessary steps to remedy (to the extent that it is possible to do

so) the situation and prevent the discontinuance of any such

contract, engagement, business connection or order.

6.3 The Warrantors and the Seller hereby covenant with and undertake to

the Buyer that the Buyer and its agents will, upon reasonable

notice, be allowed access to the books and records of each Target

Group Company including, without limitation, the statutory books,

minute books, leases and contracts in the possession or control of a

Target Group Company.

<PAGE>

6.4 The Warrantors and the Seller hereby covenant with and undertake to

the Buyer that the Warrantors and the Seller shall not, at any time

prior to Completion:

(a) dispose or attempt to dispose of any interest in the Shares or

grant any option over, or mortgage, charge or otherwise

encumber or dispose of any of the Shares; or

(b) enter into discussions with any persons as regards the Shares

or any possible sale of the Business or a material part of the

Business.

6.5 Without prejudice to the foregoing, the Warrantors and the Seller

hereby covenant with and undertake to the Buyer that each Target

Group Company shall not at any time prior to Completion without the

prior written consent of the Buyer:

(a) except as contemplated by Condition 5.1(j), permit or cause to

be proposed any alteration to its share capital (including any

increase thereof) or the rights attaching to its shares;

(b) except as contemplated by Condition 5.1(j), create, allot,

issue, redeem, consolidate, convert or sub-divide any share or

loan capital or grant or agree to grant any options for the

issue of any share or loan capital;

otherwise acquire, or dispose of any shares in the capital of

any company;

(d) acquire or dispose of the whole or part of the undertaking of

it or of any other person, firm or company or acquire or

dispose of an asset except in the ordinary course of its

business or assume or incur a liability, obligation or expense

(actual or contingent) except in the ordinary course of its

business;

(e) except as contemplated by Condition 5.1(j), send any notice to

its shareholders or pass any shareholder resolution;

(f) cease or propose to cease to carry on its business or be wound

up or enter into receivership, or any form of management or

administration over its assets;

(g) permit or suffer any of its insurances to lapse or do anything

which would make any policy of insurance void, null or

voidable or might result in an increase in the premium payable

under any policy of insurance or prejudice the ability to

effect equivalent insurance in the future;

(h) apply or permit its directors to apply to petition to the

Court for an examinership or similar order to be made in

respect of it;

<PAGE>

(i) make any change to its auditors, its bankers or the terms of

the mandate given to such bankers in relation to its

account(s), or its accounting reference date;

(j) except as contemplated by Condition 5.1(j) or by execution of

the Lease, enter into or vary any transaction or arrangement

with, or for the benefit of any of its directors or

shareholders or any other person who is a Connected Person

with any of its directors or shareholders;

(k) borrow monies (other than by way of its agreed overdraft

facility) or accept credit (other than normal trade credit) or

make payments out of or drawings on its bank accounts other

than in accordance with its usual practice prior to the date

of this Agreement or amend the terms of its borrowings or

indebtedness in the nature of borrowing;

(l) make any payment otherwise than on an arm's length basis;

(m) enter into or give or permit or suffer to subsist any

guarantee of or indemnity or contract of suretyship for or

otherwise commit itself in respect of the due payment of money

or the performance of any contract, engagement or obligation

of any other person or body;

(n) propose, pay, declare or make any dividend or propose, declare

or make any other distribution;

(o) enter into any partnership or joint venture;

(p) incur any capital expenditure (including obligations under

hire purchase and leasing arrangements) exceeding in aggregate

EUR100,000 (one hundred thousand euro) or as regards any

single item EUR50,000 (fifty thousand euro);

(q) dispose of any asset of a capital nature with a book or market

value in excess of EUR25,000 (twenty five thousand euro);

(r) provide a gratuitous benefit to an officer or employee (or any

of their dependants) or employ, engage or terminate the

employment or engagement of a person other than a new accounts

manager;

(s) vary or make any binding decisions on the terms of employment

and service of any officer or employee increase or vary the

salary or other benefits of any such officer or employee or

appoint or dismiss any officer or such employee;

(t) create or permit the creation of or suffer to subsist any

Encumbrance over the whole or any part of its assets or redeem

any Encumbrance over any asset of any Target Group Company;

<PAGE>

(u) make any loan or give any credit (other than normal trade

credit) or acquire any loan capital of any corporate body

(wherever incorporated);

(v) surrender or agree to any material change in the terms of any

substantial agreement to which it is from time to time a

party;

(w) enter into or amend or vary any leasing, hire, hire purchase

or other agreement for payment on deferred terms or any

unusual or onerous contract or any other material or major or

long term contract;

(x) make any change in its business or do any act or thing

(including, for the avoidance of doubt, process accounts

receivable and/or accounts payable) outside the ordinary

course of its business;

(y) conduct any litigation (save for the collection of debts

arising in the ordinary course of business) or settle or

compromise any claim or dispute or waive a right in relation

to litigation or arbitration proceedings;

(z) make a claim under Section 597 of the TCA which affects an

asset owned by any Target Group Company; or

(aa) amend or discontinue (wholly or partly) any of the Pension

Schemes (as defined in paragraph 16(a) of Schedule 4) or

communicate to any member or former member, officer or

employee of any of the Pension Schemes a plan, proposal or an

intention to amend, discontinue (wholly or partly), or

exercise a discretion, in relation to such Pension Scheme.

6.6 The Warrantors and the Seller undertake to the Buyer to co-operate

with the Buyer to:

(a) ensure the efficient continuation of management of the Target

Group after the date of this Agreement; and

(b) prepare for the introduction of the Buyer's Code of Ethics in

readiness for Completion.

6.7 Within two (2) Business Days of the date of this Agreement, the

Seller shall send to the holders of shares in the Target Group

Companies who are employees or former employees of the Target Group

or Seller Group or which are not another Target Group Company (the

"THIRD PARTY SHAREHOLDERS") the Notices of Extraordinary General

Meeting required to initiate the procedure for the redemption and

cancellation of shares held by the Third Party Shareholders.

<PAGE>

7. COMPLETION

7.1 Completion shall take place at the offices of the Buyer's Solicitors

on 28th February, 2005.

7.2 At Completion the Seller shall deliver or procure to be delivered to

the Buyer those items set out in Schedule 3.

7.3 The Seller shall procure that the directors of each Target Group

Company shall convene and at Completion hold a meeting of board of

directors at which the directors shall (to the extent relevant to

each such company):

(a) vote in favour of the registration of the Buyer and/or its

nominee(s) as member(s) of the company in respect of the

Shares (subject to the production of duly stamped transfers);

(b) revoke all existing mandates for the operation of bank

accounts and issue new mandates giving authority to persons

nominated by the Buyer;

is nominated by the Buyer;

(d) change the financial year end of the company to 31st December;

(e) appoint such persons as the Buyer may nominate as directors,

secretary and auditors of the company with immediate effect

and approve the resignations of such persons as directors,

secretary and auditors as may be required by the Buyer;

(f) convene an extraordinary general meeting of the company to

consider a resolution to adopt Articles of Association in a

form approved by the Buyer;

(g) approve and authorise the execution by the company of the Tax

Deed; and

(h) approve and authorise the execution by the company of any of

the Service Agreements (if any) to which it is a party.

7.4 The Warrantors and the Seller shall procure at Completion:

(a) the payment of all monies owing to each Target Group Company

(whether then due for payment or not) by the Seller or the

Warrantors or any director of any Target Group Company or by

any of them or any Connected Person;

(b) the release of any and all guarantees or indemnities or

security given by any Target Group Company for or on behalf of

the Seller or the

<PAGE>

Warrantors or for or on behalf of any director of any Target

Group Company or for or on behalf of any of them or any

Connected Person.

7.5 The Seller and the Warrantors shall procure at Completion that:

(a) any Intellectual Property or Know-How owned, used or held by

the Warrantors or the Seller Group is assigned or otherwise

transferred to one of the Target Group Companies;

(b) the rights and claims (if any) of the Warrantors and any

member of the Seller Group in connection with past

infringements of the Intellectual Property Rights or any

inventions or discoveries described therein shall be assigned

to one of the Target Group Companies; and

Escrow Agents who shall deal with the same in accordance with

terms of the Escrow Agreement.

7.6 The Seller and the Warrantors shall, and shall procure that any

member of the Seller Group shall:

(a) assign and/or deliver to a Target Group Company any asset

whatever (including bank balances, agencies or appointments)

in their name or in the name of a company or companies

controlled by them which asset is related to the Business of

any Target Group Company carried on at Completion;

(b) irrevocably waive any claims against any Target Group Company

its agents, or employees which they may have outstanding at

Completion.

7.7 At Completion, each of the parties thereto shall enter into the Tax

Deed.

7.8 At Completion the Buyer shall deliver to the Seller's Solicitors

(whose receipt shall be an absolute discharge therefor):

(a) the Consideration referred to in Clause 3.2 by way of wire

transfer for same day value to a bank account nominated by the

Seller's Solicitors; and

(b) the Tax Deed duly executed by the Buyer.

7.9 The Buyer shall not be obliged to complete this Agreement unless:

(a) the Seller complies fully with all its obligations under

Clauses 6 and 7; and

(b) the purchase of all of the Shares is completed in accordance

with the provisions of this Agreement on the Completion Date

(but if the Buyer exercises its option pursuant to Clause

7.10(a), completion of the

<PAGE>

purchase of some of the Shares does not affect the Buyer's

rights in connection with the others).

7.10 If Completion does not take place on the date set for Completion in

Clause 7.1 because the Seller fails to comply with any of its

obligations under this Clause 7, the Buyer may by notice to the

Seller:

(a) proceed to Completion to the extent reasonably practicable;

(b) postpone Completion to a date not more than thirty (30)

Business Days after the date set for Completion in Clause 7.1;

7.11 If the Buyer postpones Completion to another date in accordance with

Clause 7.10(a), the provisions of this Agreement apply as if that

other date is the date set for Completion in Clause 7.1.

7.12 If the Buyer terminates the Agreement pursuant to Clause 7.10(c),

each party's further rights and obligations cease immediately on

termination, but termination does not affect a party's accrued

rights and obligations at the date of termination.

7.13 Prior to registration of stock transfer forms in respect of the

Shares in the register of shareholders of each relevant Target Group

Company and after Completion, the Seller shall co-operate in any

manner required by the Buyer for the convening, holding at short

notice and conduct of general meetings of each Target Group Company,

shall execute on a timely basis all proxy forms, appointments of

representatives, documents of consent to short notice and such like

that the Buyer may require, and shall generally act in all respects

as the nominee and at the direction of the Buyer in respect of the

Shares sold by it and all rights and interests attaching thereto and

shall issue letters of direction to the registered holders of any of

the Shares who hold such shares as its nominee requiring them to act

on the instructions of the Buyer for the aforesaid purposes.

7.14 The Seller and the Buyer shall, within five (5) Business Days of

Completion, give to each Target Group Company such notice as is

required by Section 53 of the Companies Act, 1990.

8. COMPLETION ACCOUNTS

8.1 The Completion Accounts shall be prepared and agreed in accordance

with the provisions of Schedule 9.

8.2 If the Completion Accounts show (i) a Net Asset Value for the Target

Group less than EUR997,090 (nine hundred and ninety-seven thousand

and ninety euro) (the "TARGET NAV") and/or (ii) any Indebtedness

(other than the finance and operating leases set out in Schedule 11)

and/or (iii) the Inter-Company

<PAGE>

Indebtedness is greater than the Target Inter-Company Indebtedness,

the Initial Consideration shall be reduced on a dollar for dollar

basis by an amount equal to (i) the amount by which the Net Asset

Value shown in the Completion Accounts is less than the Target NAV

and (ii) an amount equal to the amount of the Indebtedness (other

than the finance and operating leases set out in Schedule 11) shown

in the Completion Accounts and (iii) the amount by which

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