EX 10.2


    EXHIBIT
      10.2

    


    


    Dated
      3rd
      April, 2006

    


    


    
 

    The
      Parties Named in the First Schedule hereto

    


    and

    


    Measurement
      Specialties, Inc.

    


    AGREEMENT

    


    for
      the purchase of the entire issued share capital of

    


    BetaTHERM
      Group Ltd.

    _____________________________

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    TABLE
      OF CONTENTS

    
      	 	 	 
	
              1.

            	
              DEFINITIONS
                AND INTERPRETATION

            	
              3

            
	
              2.

            	
              SALE
                OF SHARES

            	
              13

            
	
              3.

            	
              COMPLETION
                AND CONDITIONS

            	
              14

            
	
              4.

            	
              WARRANTIES
                AND INDEMNITIES

            	
              20

            
	
              5.

            	
              TERMINATION

            	
              23

            
	
              6.

            	
              REMEDIES

            	
              23

            
	
              7.

            	
              WORKING
                CAPITAL STATEMENTS.

            	
              34

            
	
              8.

            	
              MISCELLANEOUS
                PROVISIONS

            	
              36

            
	 	 	 
	
              FIRST
                SCHEDULE THE COMPANY AND THE VENDORS

            	
              42

            
	 	 	 
	
              SECOND
                SCHEDULE SUBSIDIARIES

            	
              44

            
	 	 	 
	
              THIRD
                SCHEDULE DIRECTORS

            	
              45

            
	 	 	 
	
              FOURTH
                SCHEDULE WARRANTIES

            	
              46

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    THIS
      AGREEMENT
      is dated
      3rd
      April,
      2006 and made between

    


    


    
      	 	
              (1)

            	
              Those
                listed as Vendors in Column 1 of the Table in the First
                Schedule
                (the “Vendors”) and 

            


    

    


    
      	 	
              (2)

            	
              Measurement
                Specialties, Inc., a corporation organised under the laws of the
                State of
                New Jersey, with its principal place of business in Hampton,
                Virginia (the
                “Purchaser”).

            


    

    


    RECITALS:

     

    
      	
              A.

            	
              BetaTHERM
                Group Ltd. (the “Company”) is a company whose particulars are set out in
                the First
                Schedule.

            


    

    


    
      	
              B.

            	
              The
                Vendors are the legal and beneficial owners of the Company’s entire issued
                and outstanding share capital (the “Shares”). At the date hereof the
                Vendors are the legal and beneficial owners of the numbers and classes
                of
                shares in the capital of the Company set out against each Vendors’ name in
                Column 3 of the Table in the First
                Schedule.

            


    

    


    
      	
              C.

            	
              The
                Vendors have agreed to sell and the Purchaser has agreed to purchase
                the
                Shares on the terms and conditions in this Agreement.
                

            


    

    


    IT
      IS HEREBY AGREED
      as
      follows:

     

    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATION

            


    

     

    
      	
              1.1

            	
              In
                this Agreement, unless the context otherwise
                requires:

            


    

    


    “Acquired
      Companies”
means
      the Company and its Subsidiaries, collectively; 

    


    “Acquired
      Companies Debt”
      means,
      in relation to the Acquired Companies all (i) bank borrowings of the Acquired
      Companies, whether in the form of term loans, overdrafts or debtor financing
      through the discounting of invoices or bills of exchange (ii) amounts payable
      under the Former Management Vendor Loan Notes (including interest due and
      payable thereon) and (iii) all other indebtedness for money borrowed (including,
      in each case, interest due and payable thereon) but shall not include (a) trade
      payables, (b) inter-company debt between any of the Acquired Companies, and
      (c)
      amounts owing under operating leases or occupational leases provided, however,
      Acquired Companies Debt shall not include amounts payable under the Vendors
      Loan
      Notes;

    


    “Affiliate”
      means with respect to any Person, (i) each Person that controls, is controlled
      by or is under common control with any such Person or any Affiliate of such
      Person, (ii) each of such Person’s officers, directors, joint venturers, and
      members and (iii) such Person’s spouse, children, siblings and parents. For
      purposes of this definition, “control” of a Person shall mean the possession,
      directly or indirectly, of the power to direct or cause the direction of its
      management of policies, whether through the ownership of voting interests,
      by
      contract or otherwise;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    “Ancillary
      Agreements”
      shall have the meaning set forth in Clause 4.2(a) of the Fourth
      Schedule;

    


    “Applicable
      Contract”
means
      any Contract (a) under which any Acquired Companies have or may acquire any
      rights, (b) under which any Acquired Companies have or may become subject to
      any
      obligation or liability, or (c) by which any Acquired Companies or any of the
      assets owned or used by them are or may become bound;

    


    “Auditors”
means
      the Auditors for the time being of the Company;

    


    “Balance
      Sheet”
shall
      have the meaning provided in the Clause 4.4 of the Fourth Schedule;

    


    “Best
      Efforts”
means
      the efforts that a prudent Person desirous of achieving a result would use
      in
      similar circumstances to ensure that such result is achieved as expeditiously
      as
      possible; provided, however, that an obligation to use Best Efforts under this
      Agreement does not require the Person subject to that obligation to take actions
      that would result in a materially adverse change in the benefits to such Person
      of this Agreement and the Contemplated Transactions or require that person
      to
      incur a liability or to pay money or to incur costs;

    


    “Breach”
in
      relation to a Warranty or a Purchaser’s Warranty, means any instance of the
      Warranty or Purchaser’s Warranty (as the case may be) being (i) untrue or (ii)
      to the Knowledge of Vendors or Purchaser (as the case may be), the existence
      of
      facts that would make the Warranty or Purchaser’s Warranty misleading in any
      material respect;

    


    “Business”
means
      the Acquired Companies’ business of manufacturing and distributing thermistors
      and temperature sensors;

    


    “Business
      Day”
means
      any day on which banks are generally open for business in Dublin;

    


    “Claim”
means
      (i) a claim pursuant to Clause 4, for which a party is entitled or may become
      entitled, to indemnification, under this Agreement; (ii) a claim under the
      Tax
      Deed; (iii) a claim for payment pursuant to clause 7.3; (iv) a claim for a
      breach of this Agreement (other than any breach of the noncompetition of
      Management Vendors agreement contained in Clause 3.7); and (v) any other claim,
      whether under the express terms of this Agreement or the Tax Deed or at common
      law arising out of the transactions contemplated by this Agreement;

    


    “1963
      Act”
means
      the Companies Act, 1963, as amended;

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    “Company”
means
      the company referred to in recital A;

    


    “Completion”
means
      completion of the sale and purchase of the Shares under Clause 3;

    


    “Completion
      Date”
shall
      have the meaning provided in Clause 3.1.1;

    


    “Completion
      Date Purchase Price Payment”
      shall
      have the meaning provided in Clause 2.2;

    


    “Completion
      Working Capital”
shall
      have the meaning provided in Clause 7.2; 

    


    “Consideration
      Shares”
means
      the Shares in the capital of the Purchaser to be issued by the Purchaser to
      the
      Management Vendors in satisfaction of US $1,000,000 of the Purchase Price as
      detailed in Clause 2.2 hereof;

    


    “Consent”
means
      any approval, consent, ratification, waiver, or other authorisation (including
      any Governmental Authorisation);

    


    “Contract”
means
      any agreement, contract, obligation, promise, or undertaking (whether written
      or
      oral and whether express or implied) that is legally binding and in respect
      of
      which an Acquired Company has outstanding rights or obligations;

    


    “Contemplated
      Transactions”
means
      all of the transactions contemplated by this Agreement, including;

    


    
      	 	
              (a)

            	
              the
                sale of the Shares by Vendors to
                Purchaser;

            


    

    


    
      	 	
              (b)

            	
              the
                execution, delivery, and performance of the Vendor Releases and Employment
                Agreements;

            


    

    


    
      	 	
              (c)

            	
              the
                performance by Purchaser and Vendors of their respective covenants
                and
                obligations under this Agreement;
                and

            


    

    


    
      	 	
              (d)

            	
              Purchaser’s
                acquisition of the Shares;

            


    

    


    “Deed
      of Novation”
means
      the Deed of Novation being entered into simultaneously with the Closing hereof
      by the Persons listed on Schedule
      A
      of the
      Deed of Novation in order to novate all Vendor Loan Notes;

    


    “Directors”
means
      those listed as such in the Third
      Schedule;

    


    “Deferred
      Payment Date”
means
      the date that
      is
      eighteen months following the Completion Date; 

    


    “Deferred
      Purchase Price”
shall
      have the meaning provided in Clause 2.23;

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    “Disclosure
      Letter”
means
      the letter of the same date as this Agreement from the Vendors’ Solicitors to
      the Purchaser’s Solicitors disclosing exceptions to the Warranties;

    


    “Effective
      Time”
shall
      have the meaning provided in Clause 3.1.1; 

    


    “Employment
      Agreements”
means
      the employment agreements for the continued employment of key employees of
      the
      Company following the Completion;

    


    “Encumbrance
      “
means
      any charge, claim, community property interest, equitable interest, lien,
      option, pledge, security interest, right of first refusal, or restriction of
      any
      kind, including any restriction on use, voting, transfer, receipt of income,
      or
      exercise of any other attribute of ownership;

    


    “Environment”
      means soil, land surface or subsurface strata, surface waters, groundwaters,
      drinking water supply, ambient air (including indoor air), plant and animal
      life
      and any other environmental medium or natural resource;

    


    “Environmental
      Law”
      means any Legal Requirement that requires or relates to the protection of
      natural resources, the Environment, the health and safety of the public, the
      regulation of Hazardous Substances, or pollution of any type whatsoever, and
      the
      regulations and guidelines promulgated under any such modifications, and any
      other Legal Requirement currently in existence, which govern:

    


    
      	 	
              (i)

            	
              the
                existence, cleanup and/or remedy of contamination on property;
                

            


    

    


    
      	 	
              (ii)

            	
              the
                emission or discharge of Hazardous Substances into the Environment;
                

            


    

    


    
      	 	
              (iii)

            	
              the
                Release, use, generation, transport, treatment, storage, disposal,
                removal
                or recovery or management of Hazardous Substances, including building
                materials; or

            


    

    


    
      	 	
              (iv)

            	
              the
                level of Hazardous Substances in any
                workplace;

            


    

    


    “Escrow
      Account”
means
      the account established pursuant to the Escrow Agreement. 

    


    “Escrow
      Agreement”
means
      an Escrow Agreement in the form of Exhibit
      A
      executed
      by the Vendors, the Purchaser and the Escrow Agent (as defined in the Escrow
      Agreement); 

    


    “Estimated
      Claim Amount”
shall
      have the meaning provided in Clause 6.25.

    


    “Estimated
      Working Capital”
shall
      have the meaning provided in Clause 7.1;

    


    “Estimated
      Working Capital Statement”
shall
      have the meaning provided in Clause 7.1;

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    “Euro”
shall
      mean 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;

    


    “Financial
      Statements”
shall
      have the meaning provided in Clause 4.4 of the Fourth Schedule;

    


    “Former
      Management Vendor Loan Notes”
means
      the Loan Notes held by Paul O’Shaughnessy and Jim Sheehan;

    


    “GAAP”
means
      accounting principles, standards and practices generally accepted in
      Ireland;

    


    “Governmental
      Authorisation“
means
      any approval, consent, license, permit, waiver, or other authorisation issued,
      granted, given, or other-wise made available by or under the authority of any
      Governmental Body or pursuant to any Legal Requirement;

    


    “Governmental
      Body”
means
      any:

    


    
      	 	
              (a)

            	
              nation,
                state, county, city, town, village, district, or other jurisdiction
                of any
                nature;

            


    

    


    
      	 	
              (b)

            	
              federal,
                state, local, municipal, foreign, or other
                govern-ment;

            


    

    


    
      	 	
              (c)

            	
              governmental
                authority of any nature (including any governmental agency, branch,
                department, official, or entity and any court or other tribunal);
                or

            


    

    


    
      	 	
              (d)

            	
              body
                exercising, or entitled to exercise, any administra-tive, executive,
                judicial, legislative, police, regulatory, or Taxation Authority
                or power
                of any nature;

            


    

    


    “Hazardous
      Substances”
      means: (a) any toxic, hazardous or otherwise dangerous material, substance,
      waste or pollutant, including without limitation petroleum products, flammable
      substances, explosives, radioactive materials, asbestos, asbestos coating and
      asbestos containing materials, polychlorinated biphenyls, toxic wastes or
      substances or any other wastes, materials or pollutants defined or regulated
      by
      Environmental Laws; and (b) any other chemical, material or substances,
      exposure to which is prohibited, limited or regulated by any Governmental
      Body;

    


    “Intellectual
      Property Assets”
shall
      have the meaning provided in Clause 4.22 of the Fourth Schedule;

    


    “Interim
      Balance Sheet”
shall
      have the meaning provided in Clause 4.4 of the Fourth Schedule;

    


    “Knowledge”
means
      an individual will be deemed to have “Knowledge” of a particular fact or other
      matter if:

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    
      	 	
              (a)

            	
              such
                individual is actually aware of such fact or other matter;
                or

            


    

    


    
      	 	
              (b)

            	
              a
                prudent individual could be expected to discover or otherwise become
                aware
                of such fact or other matter in the course of conducting a reasonably
                comprehensive investigation of each Management Vendor and each director
                of
                each Acquired Company concerning the existence of such fact or other
                matter;

            


    

    


    A
      Person (other than an individual) will be deemed to have "Knowledge" of a
      particular fact or other matter if any individual who is (i) a Management
      Vendor, or (ii) serving as a director or investment director of such Person
      has,
      or at any time had, Knowledge of such fact or other matter;

    


    “Legal
      Requirement”
means
      any federal, state, local, municipal, foreign, international, multinational,
      or
      other administrative order, constitution, law, ordinance, principle of common
      law, regulation, statute, or treaty;

    


    “Loan
      Notes”
means
      the Vendor Loan Notes and the Former Management Vendor Loan Notes;

    


    “Management
      Vendors”
means
      any entity who is a member of the Company at Completion and that is a member
      of
      the management of the Company as detailed in Column 1 of the Table in the
First
      Schedule
      hereto;

    


    “Market
      Value”
means
      $24.26 per share of Purchaser common stock;

    


    “Order”
means
      any award, decision, injunction, judgement, order, ruling, subpoena, or verdict
      entered, issued, made, or rendered by any court, administrative agency, or
      other
      Governmental Body or by any arbitrator;

    


    “Ordinary
      Course of Business”
means
      an action taken by a Person will be deemed to have been taken in the “Ordinary
      Course of Business” only if:

    


    
      	 	
              (a)

            	
              such
                action is consistent with the past practices of such Person and is
                taken
                in the ordinary course of the normal day-to-day operations of such
                Person;
                and

            


    

    


    
      	 	
              (b)

            	
              such
                action is similar in nature and magnitude to actions customarily
                taken by
                such Person;

            


    

    


    “Organisational
      Documents”
means:
      (a) the articles or certificate of incorporation and the bylaws of a
      corporation; (b) the partnership agreement and any statement of partnership
      of a
      general partnership; (c) the limited partnership agreement and the certificate
      of limited partnership of a limited partnership; (d) any charter or similar
      document adopted or filed in connection with the creation, formation, or
      organisation of a Person; and (e) any amendment to any of the
      foregoing;

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    “Person”
means
      any individual, corporation (including any non-profit corporation), general
      or
      limited partnership, limited liability company, joint venture, estate, trust,
      association, organisation, labor union, or other entity or Governmental
      Body;

    


    “Proceeding”
means
      any action, arbitration, audit, hearing, investigation, litigation, or suit
      (whether civil, criminal, administrative, investigative, or informal) commenced,
      brought, conducted, or heard by or before, or otherwise involving, any
      Governmental Body or arbitrator;

    


    “Purchase
      Price”
shall
      have the meaning provided in Clause 2.2;

    


    “Purchaser”
means
      Measurement Specialties, Inc.;

    


    “Purchaser
      Pre-Estimate”
shall
      have the meaning provided in Clause 6.23. 

    


    “Purchaser’s
      Solicitors”
means
      Messrs. McCarter
      & English, LLP; 

    


    “Purchaser’s
      Warranties”or
      a
“Purchaser’s
      Warranty”
      means
      the warranties and representations relating to the Purchaser at Completion
      set
      out in Clauses 4.2 , 4.3 and 4.4 of this Agreement;

    


    “Real
      Property”
shall
      have the meaning provided in Clause 4.19 of the Fourth Schedule; 

    


    “Reconciled”
means,
      in respect of any Claim, a Claim which has been “settled” or “resolved” (as such
      terms are defined in Clause 6.22); 

    


    “Reconciled
      Amount”
means
      the amount (which may be zero) agreed in respect of any Claim which is “settled”
(as defined in Clause 6.22) or awarded to Purchaser by the relevant court of
      competent jurisdiction or tribunal of law in respect of a Claim which is
“resolved” (as defined in Clause 6.22); 

    


    “Related
      Person”
means
      with respect to a particular individual:

    


    
      	 	
              (a)

            	
              each
                other member of such individual’s
                Family;

            


    

    


    
      	 	
              (b)

            	
              any
                Person that is directly or indirectly controlled by such individual
                or one
                or more members of such individual’s
                Family;

            


    

    


    
      	 	
              (c)

            	
              any
                Person in which such individual or members of such individual’s Family
                hold (individually or in the aggregate) a Material Interest;
                and

            


    

    


    
      	 	
              (d)

            	
              any
                Person with respect to which such individual or one or more members
                of
                such individual’s Family serves as a director, officer, partner, executor,
                or trustee (or in a similar
                capacity);

            


    

    


    With
      respect to a specified Person other than an individual:

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    
      	 	
              (a)

            	
              any
                Person that directly or indirectly controls, is directly or indirectly
                controlled by, or is directly or indirectly under com-mon control
                with
                such specified Person;

            


    

    


    
      	 	
              (b)

            	
              any
                Person that holds a Material Interest in such specified Person;
                

            


    

    


    
      	 	
              (c)

            	
              each
                Person that serves as a director, officer, partner, executor, or
                trustee
                of such specified Person (or in a similar
                capacity);

            


    

    


    
      	 	
              (d)

            	
              any
                Person in which such specified Person holds a Material
                Interest;

            


    

    


    
      	 	
              (e)

            	
              any
                Person with respect to which such specified Person serves as a general
                partner or a trustee (or in a similar capacity);
                and

            


    

    


    
      	 	
              (f)

            	
              any
                Related Person of any individual described in clause (b) or
                (c);

            


    

    


    For
      purposes of this definition, (a) the “Family” of an individual includes (i) the
      individual, (ii) the individual’s spouse and former spouses, (iii) any other
      natural person who is related to the individual or the individual’s spouse
      within the second degree, and (iv) any other natural person who resides with
      such individual, and (b) “Material Interest” means direct or indirect beneficial
      ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934
      as
      amended (the “Exchange Act”)) of voting securities or other voting interests
      representing at least 50% of the voting power of a Person or equity securities
      or other equity interests representing at least 50% of the equity securities
      or
      equity interests in a Person then outstanding;

    


    “Release”
      means any spilling, leaking, pumping, pouring, emptying, emitting, discharging,
      depositing, escaping, leaching, dumping or other releasing into the Environment,
      whether intentional or unintentional; 

    


    “Representative”
means
      with respect to a particular Person, any director, officer, employee, agent,
      consultant, advisor, or other representative of such Person, including legal
      counsel, accountants, and financial advisors;

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended;

    


    “Service
      Provider”
shall
      have the meaning provided in Clause 4.13 of the Fourth Schedule;

    


    “Shares”
means
      the entire issued and outstanding share capital of the Company;

    


    “Subsidiaries”
means
      the companies listed in the Second
      Schedule;
      

    


    “Tax”
      and “Taxation”
means
      all forms of taxation whether direct or indirect, 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, withholding tax (whether in respect of
      any
      payments, interest or otherwise), deposit interest retention 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 any Tax 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) relating to any liability referred
      to in this definition (save insofar as attributable to the delay or default
      after Completion of the Purchaser, any member of the Purchasers group of
      companies or the Company) 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 the Company or any other person, firm
      or
      company and whether or not the Purchaser or the Company is or may be entitled
      to
      claim reimbursement thereof from any other person or persons;

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    “Tax
      Authority”
shall
      mean the Revenue Commissioners in Ireland, and any other

    local,
      municipal, governmental, state, federal or other fiscal authority or
      body

    anywhere
      in the world competent to impose any Tax;

    


    “Tax
      Deed”
shall
      mean the tax deed of indemnity in the agreed form between the

    Vendors
      and the Purchaser;

    


    “Tax
      Return”
means
      any return (including any information return), report, statement, schedule,
      notice, form, or other document or information filed
      with or submitted to, or required to be filed with or submitted to, any Tax
      Authority in connection with the determination, assessment, collection, or
      payment of any Tax or in connection with the administration, implementation,
      or
      enforcement of or compliance with any Legal Requirement relating to any
      Tax;

    


    “Threatened”
means
      a
      claim, Proceeding, dispute, action, or other matter will be deemed to have
      been
“Threatened” if any demand or statement has been made (orally or in writing) or
      any notice has been given (orally or in writing), or if any other event has
      occurred or any other circumstances exist, that would lead a prudent Person
      to
      conclude that such a claim, Proceeding, dispute, action, or other matter is
      likely to be asserted, commenced, taken, or otherwise pursued in the
      future;

    


    “Vendors”
means
      those
      parties listed as Vendors in Column 1 of the Table in the First
      Schedule;

    


    “Vendor
      Loan Notes”
means
      the Loan Notes listed on Schedule
      A
      of the
      Deed of Novation identified as being held by a Management Vendor;

    


    “Vendor
      Release”
means
      a
      release in the form of Exhibit
      B
      executed
      by each of the Vendors;

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    “Vendors’
      Solicitors”
means
      Messrs. Matheson Ormsby and Prentice;

    


    “Vendors’
      Transaction Costs”
means
      all legal, accounting and investment banking fees and other fees to employees,
      consultants and advisors incurred by any of the Vendors or the Acquired
      Companies in connection with or as a result of the negotiation, preparation,
      delivery and execution of, and the performance by any of the Vendors and the
      Acquired Companies of its obligations under, this Agreement (and pursuant to
      any
      prior efforts to sell the capital stock of the Acquired Companies), including
      without limitation, (i) all costs and expenses arising out of, related to or
      incurred in connection with William Blair & Company; (ii) any transfer taxes
      in respect of or other costs imposed by any Legal Requirements on any of the
      Vendors or the Acquired Companies arising, directly or indirectly, out of the
      transfer of the Shares; and (iii) the payment to any employees, directors or
      consultants of change of control and similar cash or other bonus payments to
      which they are entitled as a result of the transaction contemplated by this
      Agreement;

    


    “Warranties”
      or a “Warranty”
      means
      the warranties and representations relating to the Vendors and the Acquired
      Companies at Completion set out in the Fourth
      Schedule;

     

    
      	
              1.2

            	
              The
                Schedules referred to in this Agreement form an integral part of
                this
                Agreement, are incorporated herein by reference and reference to
                this
                Agreement includes reference to
                them.

            


    

     

    
      	
              1.3

            	
              Headings
                are inserted for convenience only and do not affect the construction
                of
                this Agreement.

            


    

     

    
      	
              1.4

            	
              All
                references in this Agreement to costs, charges or expenses include
                any
                value added tax or similar tax charged or chargeable in respect of
                this
                Agreement.

            


    

     

    
      	
              1.5

            	
              Unless
                the context otherwise requires:

            


    

    


    
      	
            	1.5.1	
              words
                importing the singular include the plural and vice versa, words importing
                the masculine include the feminine, and words importing persons include
                corporations;

            


    

    


    
      	
            	1.5.2	
              where
                something is defined in the singular, the plural of the defined term
                will
                be taken to mean two or more of those things which fall within the
                definition; and where something is defined in the plural or collectively,
                the singular of the defined term will be taken to mean any one of
                those
                things which fall within the
                definition;

            


    

    


    
      	
            	1.5.3	
              reference
                to writing or similar expressions includes transmission by telecopier
                or
                electronic means;

            


    

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	
            	1.5.4	
              references
                to Acts, statutory instruments and other legislation are to legislation
                operative in Ireland and to such legislation amended, extended or
                re-enacted (whether before or after the date of this Agreement),
                except to
                the extent that such amendment, extension or re-enactment creates
                or
                increases the liability of any Vendor or Acquired Company, and any
                subordinate legislation made under that legislation, and includes
                equivalent laws in any other jurisdiction;
                and

            


    

    


    
      	
            	1.5.5	
              reference
                to any document includes that document as amended or supplemented,
                whether
                before or after the date of this
                Agreement.

            


    

    


    
      	
            	1.5.6	
              The
                expression “agreed form” means in relation to any document, such document
                in the terms agreed between the parties thereto and hereto and for
                the
                purposes of identification signed by or on behalf of each of the
                parties
                hereto.

            


    

     

    
      	
              2.

            	
              SALE
                OF SHARES

            


    

    


    
      	
              2.1

            	
              Each
                Vendor shall sell as legal and beneficial owner and the Purchaser
                shall
                purchase, free from all liens, charges and encumbrances, the number
                of
                each class of Shares listed opposite that Vendors name in Column
                3 of the
                table in the First
                Schedule.
                Each holder of Vendor Loan Notes shall novate such Loan Notes pursuant
                to
                the Deed of Novation.

            


    

     

    
      	
              2.2

            	
              The
                Shares will be sold and the Vendor Loan Notes novated at an aggregate
                price of US$36,741,065 (the
                “Purchase Price”), subject to adjustment as provided below in this Clause
                2.2. The Purchase Price shall be payable by Purchaser as follows:
                

            


    

    


    
      	
            	2.2.1	
              $33,741,065
                shall be paid to the Vendors. The foregoing payment shall be made
                on the
                Completion Date by wire transfer of immediately available funds to
                the
                account designated by the Vendors (the “Completion
                Date Purchase Price Payment”);

            


    

    


    
      	
            	2.2.2	
              $1,000,000,
                in the aggregate, shall be paid to the Management Vendors in the
                form of
                the Consideration Shares. The Consideration Shares shall be issued
                promptly following the Completion Date (but in no event shall the
                Consideration Shares be issued more than fourteen (14) days after
                the
                Completion Date), and will be restricted shares as a result of their
                issuance in accordance with Regulation S or Regulation D of the Securities
                Act;

            


    

    


    
      	
            	2.2.3	
              On
                the Deferred Payment Date, the Purchaser shall pay one million, six
                hundred forty eight thousand, five hundred thirty two Euro( € 1,648,532
                (the “Deferred Purchase Price”); less
                (i) any Reconciled Amount (ii) the amount of any Purchaser Pre-Estimate
                in
                respect of any Claim which has not yet been Reconciled or in respect
                of
                which an Estimated Claim Amount has not yet been determined or agreed
                pursuant to Clause 6.25 and (iii) the amount of any Estimated Claim
                Amount
                in respect of any Claim which has not been Reconciled on the Deferred
                Payment Date; 

            


    

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
            	2.2.4	
              On
                the Deferred Payment Date, the Purchaser shall pay the amounts specified
                in subclauses (ii) and (iii) of Clause 2.2.3 into the Escrow Account
                to be
                held in accordance with the provisions of the Escrow
                Agreement;

            


    

    


    
      	
            	2.2.5	
              All
                Purchase Price payments required under this Clause 2.2 shall be made
                by
                wire transfer of immediately available funds on the applicable payment
                date to the Vendor’s Solicitors or the Escrow Account, as the case may be,
                and the receipt of which by the Vendor’s Solicitors or the bank in which
                the Escrow Account resides, as the case may be, shall be in complete
                discharge of the Purchaser’s obligation with respect thereto. Reduction of
                the Deferred Purchase Price payable as provided in this Clause and
                in
                Clause 6.1 and payment of amounts held under the Escrow Agreement
                in
                accordance with the terms thereof, shall be Purchasers sole recourse
                for
                Claims, and no other set-off of the Deferred Purchase Price shall
                be made
                by Purchaser. 

            


    

     

    
      	
              3.

            	
              COMPLETION
                AND CONDITIONS

            


    

     

    
      	
              3.1

            	
              Completion:

            


    

    


    
      	
            	3.1.1	
              Completion
                shall take place on 3rd
                April, 2006 (the “Completion Date”), at the offices of the Vendors’
                Solicitors. For
                financial, accounting and tax purposes, the Closing shall be deemed
                to
                have occurred as of 12:01 a.m. on April 1, 2006
                (“Effective Time”);

            


    

    


    
      	
            	3.1.2	
              The
                Vendors and the Purchaser shall use their Best Efforts to ensure
                that the
                conditions in Clause 3.3 are fulfilled on the Completion Date. All
                deliverables specified in Clause 3.3 and all conditions specified
                in
                Clause 3.4 shall be deemed waived when the Purchaser confirms in
                writing
                that Completion has taken place. 

            


    

     

    
      	
              3.2

            	
              Non-fulfilment
                of conditions: 

            


    

    


    If
      the
      conditions in Clause 3.3 are not fulfilled by April 15, 2006, either the Vendors
      or the Purchaser may (if not in continuing breach of their own obligations
      relating to that clause), at any time prior to the fulfilment of the conditions,
      rescind this Agreement by notice to the other, and this will not prejudice
      the
      other rights and remedies of the rescinding party under this
      Agreement.


    


    
      	
              3.3

            	
              Conditions: 

            


    

    


    
      	
            	3.3.1	
              Material
                Adverse Change

            


    

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    Since
      1
      January, 2006, there has not been any material adverse change in the business,
      operations, properties, prospects, assets, or condition of any Acquired
      Companies and no event has occurred or circumstances exist that may result
      in
      such a material adverse change.

    


    
      	
            	3.3.2	
              No
                Claims Regarding Share Ownership or Sale
                Proceeds

            


    

    


    There
      must not have been made or, to the Vendor’s knowledge, Threatened by any person
      any claim asserting that such person:

    


    
      	 	
              3.3.2.1

            	
              is
                the holder or the beneficial owner of, or has the right to acquire
                or to
                obtain beneficial ownership of, any shares of, or any of the voting,
                equity, or ownership interest in, any of the Acquired Companies;
                or

            


    

    


    
      	 	
              3.3.2.2

            	
              is
                entitled to all or any portion of the Purchase Price payable for
                the
                Shares.

            


    

    


    
      	
            	3.3.3	
              Delivery
                of Documentation

            


    

    


    
      	 	
              3.3.3.1

            	
              Execution
                and delivery of the Vendor Releases by each of the Vendors;
                

            


    

    


    
      	 	
              3.3.3.2

            	
              Execution
                and delivery of the Escrow Agreement by all parties thereto;
                and

            


    

    


    
      	 	
              3.3.3.3

            	
              Execution
                and delivery of the Employment Agreements by each of the parties
                required
                to execute a Employment Agreement.

            


    

    


    
      	
              3.4

            	
              Vendors’
                obligations at Completion: 

            


    

    


    Upon
      Completion the Vendors shall: 

    


    
      	
            	3.4.1	
              Deliver
                or procure the delivery of to the
                Purchaser:

            


    

    


    
      	
            	(1)	
              transfers
                of the Shares duly executed by the registered holders in favour of
                the
                Purchaser or as he may direct together with the related share certificates
                or, in the case of any lost share certificate, an indemnity in appropriate
                terms; and

            


    

    


    
      	
            	(2)	
              any
                waivers or consents necessary to enable the Purchaser or his nominees
                to
                be registered as holders of the
                Shares;

            


    

    


    
      	
            	3.4.2	
              cause
                any persons nominated by the Purchaser to be validly appointed as
                additional directors of the Acquired Companies, and then cause the
                Directors to retire from office; 

            


    

     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	
            	3.4.3	
              cause
                the Company to change its registered office to such office as may
                be
                designated by the Purchaser at or prior to
                Completion.

            


    

    


    
      	
            	3.4.4	
              deliver
                to the Purchaser for himself and as agent for the
                Company:

            


    

    


    
      	
            	(1)	
              insofar
                as they are not in the custody of the Company and the Subsidiaries
                and
                unless held as security by a bank, the title deeds of the
                Properties;

            


    

    


    
      	
            	(2)	
              all
                the Company’s and the Subsidiary’s statutory and other books, certificates
                of incorporation and common seals;
                and

            


    

    


    
      	
            	(3)	
              insofar
                as they are not in the custody of the Company and the Subsidiaries,
                all
                the Company’s and the Subsidiary’s financial and accounting books and
                records (including all bank mandates, credit cards and cheque
                books).

            


    

    


    
      	
            	3.4.5	
              Exercise
                all voting rights and other powers of control which they have in
                relation
                to the Company to make sure that the required shareholders and directors
                resolutions are passed.

            


    

    


    
      	
            	3.4.6	
              Deliver
                to the Purchaser:

            


    

    


    
      	 	
              3.4.7.1

            	
              This
                Agreement duly executed by each of the
                Vendors.

            


    

    


    
      	
            	3.4.7.2	
              The
                Disclosure Letter duly executed by each of the
                Vendors.

            


    

    


    
      	
            	3.4.7.3	
              The
                Tax Deed duly executed by each of the
                Vendors.

            


    

    


    
      	
            	3.4.7.4	
              A
                Vendor Release duly executed by each
                Vendor.

            


    

    


    
      	
            	3.4.7.5	
              An
                Employment Agreement duly executed by each key employee of the Company
                required to execute an Employment Agreement as detailed in the
                First
                Schedule.

            


    

    


    
      	
            	3.4.7.6	
              Evidence
                that all registered charges created by the Company have been discharged
                or
                letters to the Purchaser from all relevant bankers or holders of
                security
                confirming that the fixed and floating charges created in their favour
                by
                the Company have not crystallised and will not as a result of Completion
                crystallise. 

            


    

    


    
      	
            	3.4.7.7	
              The
                Deed of Novation executed by the holders of the Vendors Loan Notes.
                

            


    

     

    
      	
              3.5

            	
              Purchaser’s
                obligations at Completion:

            


    

    


    Upon
      Completion Purchaser shall:

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    
      	
            	3.5.1	
              pay
                the Purchase Price to the Vendors as follows:


            


    

    


    
      	
            	(1)	
              deliver
                cash in the amount of the Completion Date Purchase Price Payment
                to
                Vendors’ Solicitors by wire transfer or in such other manner as may be
                agreed in writing between the Vendors’ Solicitors and the Purchaser’s
                Solicitors, for further distribution to the Vendors in amounts agreed
                to
                among the Vendors;

            


    

    


    
      	
            	(2)	
              deliver
                the Consideration Shares to the Management Vendors. Such Consideration
                Shares will be distributed promptly following Completion to each
                of the
                Management Vendors pursuant to Clause 2.2.2. The Consideration Shares
                shall be issued at the Market
                Value;

            


    

    


    
      	
            	3.5.2	
              All
                of the Consideration Shares issued to the Management Vendors pursuant
                to
                this Agreement cannot be sold until after the first anniversary of
                the
                Completion Date and the certificate in respect of the Consideration
                Shares
                will bear a restrictive legend in substantially the following
                form: 

            


    

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED
      WITHOUT A VIEW TO DISTRIBUTION AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE
      WITH THE PROVISIONS OF REGULATION S UNDER THE ACT (RULES 901 THROUGH 905 UNDER
      THE ACT AND THE PRELIMINARY NOTES THERETO), PURSUANT TO REGISTRATION UNDER
      THE
      ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT
      BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

    


    The
      Purchaser shall issue new certificates in respect of the Consideration Shares
      to
      any Management Vendor, upon request, without such legend if such Consideration
      Shares are registered under the Securities Act or may be sold under Rule 144
      under the Securities Act (or any replacement rule). In any such case, the
      Purchaser shall promptly after receipt of such a request (and in any event
      no
      later than 10 days after such receipt) both deliver written instructions to
      its
      transfer agent and cause its securities counsel to publish opinion(s) to the
      extent necessary to effect the removal of the restrictive legend. In addition,
      the Purchaser recognizes that, beginning one year following the Completion
      Date,
      a Management Vendor may transfer or sell some or all of the Consideration Shares
      held by the Management Vendor in other transactions exempt from the registration
      requirements of the Securities Act. In such a case, if requested by a Management
      Vendor, the Purchaser shall promptly deliver written instructions to its
      transfer agent and cause its securities counsel to publish opinion(s) to the
      extent necessary to effect the exempt sale or transfer of the Consideration
      Shares.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    
      	
            	3.5.3	
              Each
                Management Vendor (a) understands that the shares of Purchaser’s common
                stock constituting a portion of the Purchase Price being delivered
                to such
                Management Vendor have not been, and will not be, registered under
                the
                Securities Act or under any state securities laws, and are being
                offered
                and sold in reliance upon Regulation S under the Securities Act,
                Regulation D under the Securities Act or another applicable exemption
                from
                the registration requirements of the Securities Act, (b) agrees to
                resell
                or transfer such shares only in accordance with the provisions of
                Regulation S (Rules 901 through 905 under the Securities Act, ant
                the
                Preliminary Notes to such Rules), pursuant to registration under
                the
                Securities Act or pursuant to an available exemption from such
                registration, (c) agrees not to engage in hedging transactions with
                regard
                to such shares unless in compliance with the Securities Act, and
                (d) each
                (other than Herbert Holmstedt) certifies that he, she or it is not
                a US
                person, as defined in Rule 902(k) under the Securities Act, and is
                not
                acquiring shares for the account or benefit of any US person, as
                so
                defined.

            


    

    


    
      	
            	3.5.4	
              The
                Purchaser shall not register any transfer of the Consideration Shares
                by
                any of the Management Vendors unless such transfer is made in accordance
                with Regulation S, pursuant to registration under the Securities
                Act, or
                pursuant to an available exemption from
                registration.

            


    

    


    
      	
              3.6

            	
              Covenants
                of Purchaser:

            


    

    


    
      	
            	3.6.1	
              Approvals
                by Governmental Bodies.
                As promptly as practicable after the date of this Agreement, Purchaser
                will, and will cause each of its Related Persons to, make all filings
                required by Legal Requirements to be made by them to consummate the
                Contemplated Transactions. Between the date of this Agreement and
                the
                Completion Date, Purchaser will cooperate with Vendors with respect
                to all
                filings that Vendors are required by Legal Requirements to make in
                connection with the Contemplated Transactions, and (ii) cooperate
                with
                Vendors in obtaining all consents identified in Part 4.2 of the Disclosure
                Letter; provided that this Agreement will not require Purchaser to
                dispose
                of or make any change in any portion of its business or to incur
                any other
                burden to obtain a Governmental
                Authorisation.

            


    

    


    
      	
              3.7

            	
              Noncompetition
                of Management Vendors:

            


    

    


    
      	
            	3.7.1	
              As
                an inducement for the Purchaser to enter into this Agreement and
                as
                additional consideration for the consideration paid to the Vendors,
                each
                Management Vendor agrees that for a period of three (3) years after
                the
                Closing: 

            


    

     

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    (a) Each
      Management Vendor shall not, and shall not permit its Affiliates to, directly
      or
      indirectly, engage or invest in, own, manage, operate, finance, control, or
      participate in the ownership, management, operation, financing, or control
      of,
      be employed by, associated with, or in any manner connected with, extend credit,
      or render services or advice to, any business whose products or activities
      compete in whole or in part with the products or activities of the Business,
      anywhere worldwide, provided,
      that
      each Management Vendor may purchase or otherwise acquire up to (but not more
      than) one percent of any class of securities of any enterprise (without
      otherwise participating in the activities of such enterprise) if such securities
      are listed on any national or regional securities exchange or have been
      registered under Section 12(g) of the Securities Exchange Act of 1934. Each
      Management Vendor agrees that this covenant is reasonable with respect to its
      duration, geographical area, and scope.

    


    (b) Each
      Management Vendor shall not, and shall not permit its Affiliates to, directly
      or
      indirectly, either for itself, themselves or any other Person, (A) induce or
      attempt to induce any employee to leave the employ of the Acquired Companies,
      (B) employ, or otherwise engage as an employee, independent contractor, or
      otherwise, any employee of the Acquired Companies (except that such Management
      Vendor shall be permitted to employ or engage an employee of the Acquired
      Companies in a business that does not directly or indirectly compete with the
      business of Purchaser, provided such Management Vendor does not solicit such
      employee of the Acquired Companies) or (C) induce or attempt to induce any
      customer, supplier, licensee, or business relation of the Business to cease
      doing business with the Acquired Companies, or in any way interfere with the
      relationship between any such customer, supplier, licensee, or business relation
      and or with the Acquired Companies.

    


    (c) Each
      Management Vendor shall not, and shall not permit its Affiliates to, directly
      or
      indirectly, either for itself, themselves or any other Person, solicit the
      business of any Person known to a Management Vendor to be a customer of the
      Business for any business that competes with the Business, whether or not such
      Management Vendor had personal contact with such Person.

    


    (d) Each
      Management Vendor shall not, and shall not permit its Affiliates to, at any
      time
      during or after the foregoing period, disparage the Acquired Companies or the
      Business, or any of their shareholders, directors, officers, employees, or
      agents.

    


    
      	
            	3.7.2	
              Remedies.
                If
                a Management Vendor breaches the covenants set forth in Clause 3.8,
                the
                Purchaser will be entitled to the following
                remedies:

            


    

     

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (a) damages
      from such Management Vendor; and

    


    (b) in
      addition to its right to damages and any other rights it may have, to obtain
      injunctive or other equitable relief to restrain any breach or threatened breach
      or otherwise to specifically enforce the provisions of Clause 3.8, it being
      agreed that money damages alone would be inadequate to compensate the Purchaser
      and would be an inadequate remedy for such breach.

    


    The
      rights and remedies provided herein are cumulative and not alternative.
      Notwithstanding anything contained herein to the contrary, Purchasers recourse
      for breach of this Clause 3.7 shall not be limited to set-off of the Deferred
      Payment Amount or to amounts held under the Escrow Agreement, and no recourse
      shall be had for breach of this Clause 3.7 to any set-off of the Deferred
      Payment Amount or to any amounts held under the Escrow Agreement. 

     

    
      	
              4.

            	
              WARRANTIES
                AND INDEMNITIES:

            


    

    


    
      	
              4.1

            	
              Vendors’
                Warranties;
                Indemnification:

            


    

    


    The
      Vendors, jointly and severally, shall indemnify and hold harmless the Purchaser,
      and shall reimburse Purchaser, for, from and against each and every demand,
      claim, loss (which shall include any diminution in value), liability, judgment,
      damage, cost and expense (including, without limitation, interest, penalties,
      costs of preparation and investigation, and the reasonable fees, disbursements
      and expenses of attorneys, accountants and other professional advisers
      (individually a “loss” and collectively “losses”) imposed on or incurred by
      Purchaser, directly or indirectly, resulting from or arising out
      of:

    


    
      	
            	4.1.1	
              any
                Breach of any representation or warranty made by the Vendors in the
                Fourth
                Schedule attached hereto subject to any exceptions fairly and accurately
                disclosed in the Disclosure Letter;

            


    

    


    
      	
            	4.1.2	
              the
                amount of the Acquired Companies Debt in excess of $3,739,378; and
                

            


    

    


    
      	
            	4.1.3	
              the
                amount of any Vendor’s Transaction Costs which are paid or payable by an
                Acquired Company.

            


    

    


    


    
      	
              4.2

            	
              Warranties
                by Purchaser: 

            


    

    


    The
      Purchaser shall indemnify, and hold harmless (x) each of the Vendors and keep
      each of the Vendors indemnified against all and any expenses, costs, claims,
      demands, losses, damages and other liabilities whatsoever whether direct or
      consequential suffered or incurred by any Vendor as a result of any Breach
      of
      any Buyers Warranties contained in Clause 4.2 and (y) each of the Management
      Vendors and keep each of the Management Vendors indemnified against all and
      any
      expenses, costs, claims, demands, losses, damages and other liabilities
      whatsoever whether direct or consequential suffered or incurred by any Vendor
      as
      a result of any Breach of any Buyers Warranties contained in Clauses 4.3 or
      4.42.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    


    
      	
            	4.2.1	
              the
                statements contained in each of Clauses 4.2, 4.3, 4.4 and 4.5 respectively
                are at the date hereof true and not misleading and further that they
                will
                have been complied with in all respects, as if they have been entered
                into
                afresh at Completion and if, after the signing of this Agreement
                and
                before Completion, any matter arises which results or may result
                in such
                statements becoming untrue or misleading, the Purchaser shall immediately
                notify the Vendors fully in writing prior to
                Completion;

            


    

    


    
      	
            	4.2.2	
              the
                Purchaser is duly incorporated, validly existing and in good standing
                under the laws of New
                Jersey. Each of the Purchaser and its subsidiaries is duly qualified
                or
                licensed as a foreign corporation to do business, and is in good
                standing,
                in each jurisdiction in which the failure to be so qualified or licensed
                would have a material adverse effect on the business, assets, financial
                commissions or results of operations of Purchaser
                and its subsidiaries, taken as a
                whole;

            


    

    


    
      	
            	4.2.3	
              the
                Purchaser has power and authority to enter into this Agreement and
                the
                Ancillary Agreements;

            


    

    


    
      	
            	4.2.4	
              the
                execution, delivery and performance of this Agreement and the Ancillary
                Agreements, and the consummation of the transactions contemplated
                hereby
                and thereby, have been duly authorized by all necessary corporate
                action
                on the part of Purchaser and no further action is required on the
                part of
                Purchaser to authorize this Agreement, the Ancillary Agreements or
                the
                transactions contemplated hereby and
                thereby;

            


    

    


    
      	
            	4.2.5	
              the
                execution, delivery and performance of the terms of this Agreement
                and the
                Ancillary Agreements by the Purchaser do not infringe upon any provisions
                of:

            


    

    


    (1) any
      law
      or regulation or any order or decree of any authority, agency or court binding
      on the Purchaser;

     

    (2) the
      certificate of incorporation or bylaws of the Purchaser; or

     

    (3) any
      loan
      stock, bond, debenture or other deed, mortgage, contract or other undertaking
      or
      instrument to which the Purchaser is party;

    


    
      	
            	4.2.6	
              in
                acquiring the Shares, the Purchaser is acting as principal and not
                as
                agent or broker for any other
                person;

            


    

    


    
      	
              4.3

            	
              SEC
                Filings; Financial Statements;
                Consideration Shares

            


    

     

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    
      	
            	4.3.1	
              Each
                report, schedule, registration statement and definitive proxy statement
                filed by Company with the Securities and Exchange Commission
                (“SEC”)
                after March 31st,
                2005 including any amendments thereto (the “Purchaser
                SEC Reports”),
                which are all the forms, reports and documents required to be filed
                by
                Company with the SEC after March 31st,
                2005, (X) were prepared in accordance with, and complied in all
                material respects with, the requirements of the Securities Act or
                the
                Exchange Act, as the case may be, and the rules and regulations of
                the SEC
                thereunder applicable to such Purchaser SEC Reports and were filed
                on a
                timely basis and (Y) did not at the time they were filed (and if
                amended or superseded by a filing prior to the date of this Agreement
                then
                on the date of such filing) contain any untrue statement of a material
                fact or omit to state a 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. None of
                Purchaser’s subsidiaries is required to file any reports or other
                documents with the SEC.

            


    

    


    
      	
            	4.3.2	
              Each
                set of consolidated financial statements (including, in each case,
                any
                related notes thereto) contained in the Purchaser SEC Reports, including
                any Purchaser SEC Reports filed after the date hereof until Completion,
                other than the consolidated financial statements of the Acquired
                Companies
                or the pro forma financial information derived therefrom, as to which
                the
                Purchaser makes no representations or warranties (X) complied as
                to form
                in all material respects with the published rules and regulations
                of the
                SEC with respect thereto, (Y) was prepared in accordance with United
                States generally accepted accounting principles, applied on a consistent
                basis throughout the periods involved (except as may be indicated
                in the
                notes thereto or, in the case of unaudited statements, for the absence
                footnotes as permitted by Form 10-Q of the Exchange Act) and (Z)
                fairly presents the consolidated financial position of Purchaser
                and its
                subsidiaries at the respective dates thereof and the consolidated
                results
                of operations and cash flows for the periods indicated, except that
                the
                unaudited interim financial statements were or are subject to normal
                year-end adjustments.

            


    

    


    
      	
            	4.3.3	
              the
                Purchaser warrants that the Consideration Shares issued as consideration
                in accordance with the provisions of this Agreement, shall have been
                duly
                and validly authorised, issued and delivered by the Purchaser free
                from
                all encumbrances (save for any lock up, vesting, escrow or other
                arrangements contemplated by this Agreement) and shall have been
                issued in
                Compliance with US securities laws and will be fully paid for and
                not
                subject to any call, pre-emptive or similar rights and shall rank
                pari
                passu in all respects with the existing common stock of the
                Purchaser;

            


    

    


    
      	
              4.4

            	
              Absence
                of Certain Changes or Events. 

            


    

     

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    
      	
            	4.4.1	
              Since
                1 January, 2006, there has not been, occurred or arisen any event
                or
                condition which has had a material adverse effect on the business,
                assets
                (including intangible assets), financial conditions or results of
                operations of Purchaser and its subsidiaries, taken as a
                whole.

            


    

     

    
      	
              5.

            	
              TERMINATION
                

            


    

     

    [Intentionally
      Deleted].

     

    
      	
              6.

            	
              REMEDIES

            


    

    


    
      	
              6.1

            	
              Set
                Off

            


    

    


    
      	
            	6.1.1	
              The
                Deferred Purchase Price shall be reduced in accordance with Clause
                2 of
                this Agreement. The
                Purchaser’s sole remedy in respect of any Claim (other than a Claim
                pursuant to Clauses 4.1.2, or 4.1.3) shall be the reduction of the
                Deferred Purchase Price or payment pursuant to the Escrow Agreement.
                If
                the Purchaser wishes to bring a Claim it shall give written notice
                to
                Vendors in accordance with Clause 6.2.1.1 specifying in reasonable
                detail
                the basis for the Claim (“Claim Notice”). Notwithstanding
                the foregoing, if Vendors Representative (on behalf of Vendors) notifies
                Purchaser (and, if applicable, the Escrow Agent) within 30 days of
                receipt
                of a Claim Notice that Vendors disagree with the Claim, the parties
                agree
                to cooperate to try and reach a resolution of the dispute, and if
                they
                cannot do so the Purchaser may commence litigation to resolve the
                dispute.
                If Vendors Representative (on behalf of Vendors) does not so notify
                Purchaser (and, if applicable, the Escrow Agent) within said 30-day
                period, such Claim and the amount set out in the relevant Claim Notice
                shall be deemed to be “agreed” for the purposes of Clause 6.22 and the
                Deferred Purchase Price shall, in accordance with Clause 2.2.3, be
                reduced
                by the amount set out in the Claim Notice (or, following the Deferred
                Payment Date, the amount set out in the Claim Notice shall be paid
                to
                Purchaser pursuant to the Escrow Agreement) and any such reduction
                or
                payment shall be made in full and final settlement of the
                Claim

            


    

    


    
      	
              6.2

            	
              Limitations:
                

            


    

    


    Notwithstanding
      the provisions of clauses 4.1 and 4.2, and subject to clause 6.20 hereof the
      parties will not be liable for any Claim

    


    
      	
            	6.2.1	
              Unless:
                

            


    

    


    
      	
            	6.2.1.1	
              Time:
                Notice
                of it is given in writing within eighteen (18) months following Completion
                setting out details of the event or circumstances giving rise to
                the
                Claim, the legal grounds on which the Claim is based and the total
                amount
                of the liability.

            


    

     

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    
      	
            	6.2.2	
              Maximum
                Amount:

            


    

    


    
      	
            	6.2.2.1	
              Other
                than for any Claim pursuant to Clauses 4.1.2 , or 4.1.3, the
                maximum aggregate liability of the Vendors for all Claims shall be
                the
                Deferred Purchase Price. Any such liability (other
                than for a Claim pursuant to Clauses 4.1.2, or 4.1.3) may only be
                satisfied by reduction of the Deferred Purchase Price or out of the
                amount
                held pursuant to the Escrow Agreement. Accordingly (other than for
                a Claim
                pursuant to Clauses 4.1.2, or 4.1.3) no recourse shall be had in
                the
                settlement thereof to any other assets of the Vendors.
                

            


    

    


    
      	
              6.3

            	
              Further
                limitations: 

            


    

    


    Notwithstanding
      anything to the contrary in this Agreement and in particular the provisions
      of
      clause 4.1:

    


    
      	
            	6.3.1	
              Nothing
                in this agreement will be deemed to relieve the Purchaser from any
                common
                law or other duty to mitigate any loss or damage incurred by
                him;

            


    

    


    
      	
            	6.3.2	
              Subject
                to clause 8.11.2, no Person other than the Purchaser or the Vendors
                will
                be entitled to make a Claim or other claim under this Agreement,
                neither
                will the amount of the Claim be calculated by reference to loss or
                damage
                suffered by any Person other than the Purchaser or the Vendors;
                

            


    

    


    
      	
            	6.3.3	
              If
                any circumstances giving rise to a Claim arise, the Purchaser shall
                give
                written notice to the Vendors Representative and, via the Vendors
                Representative, keep the Vendors fully informed of all material
                developments;

            


    

    


    
      	
            	6.3.4	
              The
                Vendors will not be liable in respect of any Claim to the extent
                that it
                arises or is increased or extended as a result of any event occurring
                with
                retrospective effect, a change in the law or in any regulation,
                requirement or code of conduct of any relevant agency or regulatory
                body
                or any parliamentary statement, or statement by the Revenue Commissioners
                concerning any change in revenue practice.


            


    

     

    
      	
              6.4

            	
              Recovery
                from Third Parties:

            


    

    


    
      	
            	6.4.1	
              If
                at any time the Purchaser or any Acquired Company is entitled to
                recover
                from insurers or any other third parties whether by payment, discount,
                credit, relief or otherwise howsoever (in this clause called a “Third
                Party Claim”) in relation to any matter giving rise to a Claim the
                Purchaser shall:

            


    

     

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    
      	
            	6.4.2	
              Notify
                the Vendors as soon as reasonably practicable and provide such information
                and assistance as the Vendors may require relating to the entitlement
                and
                the action taken or proposed to be taken by the Purchaser or the
                Acquired
                Company;

            


    

    


    
      	
            	6.4.3	
              Take
                (at the expense of the Vendors) such reasonable steps or proceedings
                as
                the Vendors may require, and act in accordance with any requirements
                of
                the Vendors, subject to the Purchaser being indemnified by the Vendors
                against all reasonable costs and expenses incurred in that connection;
                and

            


    

    


    
      	
            	6.4.4	
              Keep
                the Vendors informed of the progress of any such steps, proceedings
                or
                actions and the amount of the relevant Claim against the Vendors
                will be
                reduced to the extent of any amount recovered or of which advantage
                is
                otherwise obtained or, if payment has already been made by the Vendors,
                the Purchaser shall make a refund as
                appropriate.

            


    

    


    
      	
            	6.4.5	
              Steps
                taken by Vendors to cause the Purchaser or an Acquired Company to
                pursue,
                or co-operate in pursuit of, a Third Party Claim will not be taken
                as an
                admission of the relating Claim or that the Vendors are liable in
                any
                particular amount or at all.

            


    

    


    
      	
              6.5

            	
              Co-operation.

            


    

    


    
      	
            	6.5.1	
              The
                Purchaser shall allow, and shall cause the Acquired Companies to
                allow,
                the Vendors and their professional advisers to investigate any matter
                or
                circumstance alleged to give rise to a
                Claim.

            


    

    


    
      	
            	6.5.2	
              For
                that purpose, the Purchaser shall give and shall cause the Acquired
                Companies to give, at Vendors sole expense, all reasonable assistance
                requested on reasonable notice by the Vendors or their accountants,
                solicitors or other professional advisers, including reasonable access
                to
                and copies of any relevant documents or information in the possession
                of
                the Purchaser or the Acquired Companies.


            


    

    


    
      	
            	6.5.3	
              The
                provision of co-operation under this clause, or the request for
                co-operation, will not be taken as prejudicing the rights of any
                party
                with regard to the validity or extent of any
                Claim.

            


    

     

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    
      	
              6.6

            	
              Third
                Party Claims/Notice to Warranting Party.

            


    

    


    In
      the
      case of any claim asserted by a third party against the Purchaser or any
      Acquired Company (the “Warranted Party”) in circumstances which give rise to a
      Claim, notice shall be given by the Purchaser to the Vendors’ Representative
      (the “Warranting Party”) promptly after such Warranted Party has actual
      knowledge of the claim, and the Warranted Party shall permit the Warranting
      Party (at the cost and expense of such Warranting Party) to assume the defence
      of any claim or litigation resulting therefrom; provided, however, that (i)
      the
      counsel for the Warranting Party who shall conduct the defence of such claim
      or
      litigation shall be reasonably satisfactory to the Warranted Party, (ii) the
      Warranted Party may participate in such defence at such Warranted Party’s
      expense, and (iii) the omission by any Warranted Party to give notice as
      provided herein shall not relieve the Warranting Party of its obligation under
      this Agreement except to the extent that such omission results in a failure
      of
      actual notice to the Warranting Party and such Warranting Party is materially
      damaged as a result of such failure to give notice. Except with the prior
      written consent of the Warranted Party, no Warranting Party, in the defence
      of
      any such claim or litigation, shall consent to entry of any judgement or enter
      into any settlement that provides for injunctive or other non-monetary relief
      affecting the Warranted Party or that does not include as an unconditional
      term
      thereof the giving by each claimant or plaintiff to such Warranted Party of
      a
      release from all liability with respect to such claim or litigation. In the
      event that the Warranted Party shall in good faith determine that the conduct
      of
      the defence of any Claim hereunder or any proposed settlement of any such Claim
      by the Warranting Party has a materially adverse effect on the Purchaser and
      its
      group of companies as a whole or that the Warranted Party may have available
      to
      it one or more defences or counterclaims that are inconsistent with one or
      more
      of those that may be available to the Warranting Party in respect of such claim
      or any litigation relating thereto, the Warranted Party shall have the right
      at
      all times to take over and assume control of the defence, settlement,
      negotiations or litigation relating to any such claim at the sole cost of the
      Warranted Party, provided that if the Warranted Party does so take over and
      assume control, the Warranted Party shall not settle such claim or litigation
      without the written consent of the Warranting Party, such consent not to be
      unreasonably withheld. In the event that the Warranting Party does not accept
      the defence of any matter as above provided, the Warranted Party shall have
      the
      full right to defend against any such claim or demand and shall be entitled
      to
      settle or agree to pay in full such claim or demand subject to such Warranted
      Party’s rights to recover under a warranty under this Agreement. In any event,
      the Warranting Party and the Warranted Party shall reasonably cooperate in
      the
      defence of any claim or litigation subject to this Clause 6.6 and the records
      of
      each shall be available to the other with respect to such defence, except to
      the
      extent such records are subject to attorney/client privilege; provided, however,
      that the Parties shall negotiate and enter into a joint defence agreement
      satisfactory to each Party if such an agreement would avoid the waiver of such
      attorney/client privilege.

     

    
      	
              6.7

            	
              [Intentionally
                Blank] 

            


    

    


    
      	
              6.8

            	
              Survival
                of Representations and Warranties.
                

            


    

    


    All
      representations and warranties in this Agreement and any other certificate
      or
      document delivered pursuant to this Agreement will survive the Completion Date
      for eighteen (18) months from the Completion Date.

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    


    
      	
              6.9

            	
              Exclusivity
                of Remedies.
                

            


    

    


    The
      remedies provided for in this Clause 6 are, subject to Clause 6.20 hereof,
      exclusive and shall be in lieu of all other remedies in respect of any Claim,
      including without limitation for breaches of the representations and warranties
      hereunder. 

    


    
      	
              6.10

            	
              Insured
                Claims.
                

            


    

    


    In
      case
      any event shall occur that would otherwise entitle either party to assert a
      Claim, no Loss shall be deemed to have been sustained by the Warranted Party
      to
      the extent of any proceeds actually received by the Warranted Party from any
      insurance policies with respect thereto.

    


    
      	
              6.11

            	
              Treatment
                of Claim Payments.
                

            


    

    


    Any
      payment made to the Purchaser will be treated for all purposes as a reduction
      in
      the Purchase Price under Clause 2.2. 

    


    
      	
              6.12

            	
              Confirmation
                by Purchaser

            


    

    


    The
      Purchaser confirms that it has not relied on any warranty, representation or
      undertaking of the Vendors (or any of them) or of any other person save for
      the
      Warranties.

    


    
      	
              6.13

            	
              Disclosure
                Letter

            


    

    


    The
      Vendors shall not be liable in respect of any Claim (other
      than a Claim pursuant to Clauses 4.1.2, 4.1.3 or 7.3 or pursuant to the Tax
      Deed) to
      the
      extent that the matter or matters giving rise to such Claim have been fairly
      and
      accurately disclosed in the Disclosure Letter.

    


    
      	
              6.14

            	
              Limits
                on Liability

            


    

    


    The
      Vendors shall not be liable in respect of any Claim (other
      than a Claim pursuant to Clauses 4.1.2, 4.1.3, or 7.3 or pursuant to the Tax
      Deed) unless
      the loss thereby sustained exceeds US$5,000 and until the aggregate cumulative
      loss thereby sustained in respect of any and all such Claims exceeds US$50,000,
      after which the Vendors will be liable for all such losses without
      deduction.

    


    
      	
              6.15

            	
              Issues
                of Proceedings

            


    

    


    Any
      Claim
      in respect of which a Claim Notice shall have been given in accordance with
      Clause 6.1 above, which Claim Notice shall have been properly objected to by
      the
      Vendor’s Representative within 30 days as provided in Clause 6.1 shall, if it
      has not been previously satisfied, settled or withdrawn, be deemed to have
      been
      irrevocably withdrawn and lapsed unless proceedings in respect of such Claim
      shall have been issued and served on the Vendors Representative not later than
      12 months from the date the Purchaser serves the Claim Notice, or in the case
      of
      any Claim in respect of which Proceedings have been commenced by or against
      an
      Acquired Company or the Purchaser, not later than the date on which such
      Proceedings are finally determined.

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    


    
      	
              6.16

            	
              Reduction
                in Liability

            


    

    


    The
      Vendors (or any of them) shall have no liability (or such liability shall be
      reduced) in respect of any Claim:

    


    
      	
            	6.16.1	
              if
                and to the extent that allowance, provision or reserve for or in
                respect
                of the liability or other matter giving rise to such claim has been
                made
                in the Financial Statements or Interim Balance Sheet or such liability
                or
                matter was specifically referred to in the notes to the Financial
                Statements or Interim Balance
                Sheet;

            


    

    


    
      	
            	6.16.2	
              if
                and to the extent that such claim is attributable to or would not
                have
                arisen or would have been reduced or eliminated but for any voluntary
                act,
                omission, transaction or arrangement carried out after Completion
                by the
                Purchaser, any Acquired Company and/or any subsidiary of the Purchaser
                and/or any person connected with the Purchaser and/or an Acquired
                Company
                otherwise than in the ordinary and usual course of business of the
                Company
                as presently carried on;

            


    

    


    
      	
            	6.16.3	
              if
                and to the extent that such claim relates to or is increased by a
                claim or
                liability for Taxation which would not have arisen but for any winding
                up
                or cessation after Completion of any trade or business carried on
                by any
                Acquired Company, except for the winding up or cessation of any trade
                or
                business carried on by CEM
                Barbados;

            


    

    


    
      	
            	6.16.4	
              if
                and to the extent such claim would not have arisen or would have
                been
                reduced or eliminated but for a change of accounting policy or practice
                of
                any Acquired Company after
                Completion;

            


    

    


    
      	
            	6.16.5	
              if
                and to the extent of any relief or reduction in Taxation arising
                by virtue
                of the loss or damage in respect of which the Claim was
                made;

            


    

    


    
      	
            	6.16.6	
              if
                and to the extent that such Claim has arisen in respect of any act
                or
                omission stipulated to be carried out or omitted pursuant to or which
                is
                contemplated by the terms of this Agreement;
                and

            


    

    


    
      	
            	6.16.7	
              if
                and to the extent that  the liability or other matter giving rise to
                such Claim has been taken into account in the consolidated current
                liabilities of the Acquired Companies comprised in the Completion
                Working
                Capital (as agreed or determined in accordance with Clause 7.2).
                

            


    

     

    
      	
              6.17

            	
              Contingent
                Liability

            


    

    


    If
      in
      respect of any Claim, the liability of the Purchaser or the Acquired Company
      is
      contingent only, then the Vendors shall not be under any obligation to make
      any
      payment to the Purchaser until such time as the contingent liability ceases
      to
      be contingent and becomes actual.

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    


    
      	
              6.18

            	
              Double
                Recovery

            


    

    


    Neither
      the Purchaser nor any Acquired Company shall be entitled to recover damages
      in
      respect of any claim for breach of the Warranties or in respect of any claim
      under the Tax Deed or otherwise obtain reimbursement or restitution where to
      do
      so would involve recovery more than once in respect of the same loss; for the
      avoidance of doubt any recovery by the Purchaser or an Acquired Company under
      the Tax Deed shall be deemed, to the extent of that recovery, to be a recovery
      by all other parties who would otherwise be entitled to such
      recovery.

    


    
      	
              6.19

            	
              Vendors
                Representative

            


    

     

    
      	
            	6.19.1	
              Upon
                consummation of the transactions contemplated herein, and without
                further
                act of any Vendor, Hibernia Capital Partners, Ltd. shall be appointed
                attorney-in-fact (the “Vendors
                Representative”)
                for each Vendor for and on behalf of each such Vendor, to give and
                receive
                notices and communications, to authorize delivery to the Purchaser
                of
                amounts under the Escrow Agreement, to object to such deliveries,
                to agree
                to, negotiate, enter into settlements and compromises of, and demand
                arbitration and comply with orders of courts and awards of arbitrators
                with respect to any claims by Purchaser, to take all actions necessary
                or
                appropriate in the judgment of Vendors Representative for the
                accomplishment of the foregoing. Notices or communications to or
                from the
                Vendors Representative shall constitute notice to or from each of
                the
                Vendors.

            


    

    


    
      	
            	6.19.2	
              Each
                decision, act, consent or instruction of the Vendors Representative
                shall
                constitute a decision of all the Vendors shall be final, binding
                and
                conclusive upon each Vendor and their successors or transferees,
                and the
                Escrow Agent and the Purchaser may rely upon any such decision, act,
                consent or instruction of the Vendors Representative as being the
                decision, act, consent or instruction of each every Vendor. The Escrow
                Agent and the Purchaser are hereby relieved from any liability to
                any
                person for any acts done by them in accordance with such decision,
                act,
                consent or instruction of the Vendors
                Representative.

            


    

    


    
      	
            	6.19.3	
              The
                agency described in this Clause 6.12 may be changed by the Vendors
                from
                time to time upon not less than thirty (30) days prior written notice
                to
                the Purchaser. The Vendors Representative may resign upon not less
                than
                thirty (30) days prior written notice to the Purchaser. Any vacancy
                in the
                position of Vendors Representative may be filled by Hibernia Capital
                Partners, Ltd. 

            


    

    


    
      	
            	6.19.4	
              The
                Vendors Representative shall not be entitled to compensation for
                his or
                her services rendered hereunder. However, the Vendors Representative
                shall
                be reimbursed by the Vendors for reasonable counsel fees and other
                reasonable out-of-pocket expenses incurred in connection with the
                provisions of this Agreement and the Escrow
                Agreement.

            


    

     

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    
      	
            	6.19.5	
              The
                Vendors Representative may act upon any instrument or other writing
                believed by such Vendors Representative in good faith to be genuine
                and to
                be signed or presented by the proper person and shall not be liable
                for
                any act done or omitted hereunder as Vendors Representative, except
                for
                his or her own wilful default or gross negligence. The Vendors shall,
                jointly and severally, indemnify the Vendors Representative and hold
                the
                Vendors Representative harmless against any loss, liability or expense
                incurred without wilful default or gross negligence on the part of
                the
                Vendors Representative and arising out of or in connection with the
                acceptance or administration of the Vendors Representative’s duties
                hereunder, including the reasonable fees and expenses of any legal
                counsel
                retained by the Vendors
                Representative.

            


    

    


    
      	
              6.20

            	
              Provisions.

            


    

    


    In
      the
      event that a Vendor or the Purchaser has committed fraud then the limitations
      detailed in this Clause 6 shall not apply to any Claim in respect of that fraud
      brought by the Purchaser against such Vendor or by the Vendors against the
      Purchaser, as the case may be, provided however, it is expressly agreed and
      acknowledged that in the event of a Claim for fraud being taken by the Purchaser
      against a Vendor, then the Purchaser shall only have a right of recovery as
      against the Vendor found to have actually committed such fraud and Clause 6
      shall not apply in respect of that Vendor and the Purchaser expressly
      acknowledges that it shall not have any right whatsoever to pursue any other
      Vendor. Notwithstanding the provisions of Clause 6.9, nothing contained herein
      shall be deemed a waiver by any party of the right to specific performance
      or
      injunctive relief.

    


    
      	
              6.21

            	
              The
                Vendors and the Purchaser shall use reasonable endeavours to progress
                a
                Claim with a view to having the Claim settled or resolved at an early
                date
                including if possible, once proceedings have been taken, the making
                of an
                application to have the matter transferred to the Commercial List
                of the
                High Court pursuant to Statutory Instrument No. 2 of 2004 (The Rule
                of
                Superior Courts (Commercial Proceedings),
                2004).

            


    

    


    
      	
              6.22

            	
              For
                the purposes of this Agreement:

            


    

    


    
      	
            	6.22.1	
              a
                Claim shall be deemed to have been settled (and a settlement to have
                been
                reached in respect of that Claim) when the Vendors and the Purchaser
                shall
                agree in writing (or shall be deemed to agree pursuant to Clause
                6.1) the
                amount by which the Deferred Purchase Price is reduced or an amount
                is
                paid out of the Escrow Account in settlement of the Claim and the
                amount
                so agreed (or deemed to be agreed pursuant to Clause 6.1) shall be
                deemed
                to be the amount of that Claim;

            


    

    


    
      	
            	6.22.2	
              a
                Claim shall be deemed to have been resolved (and a resolution to
                have been
                reached in respect of that Claim) where a court of competent jurisdiction
                or tribunal of law has delivered judgment in respect of the Claim
                (whether
                on appeal or otherwise); and

            


    

     

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    (i) such
      judgment has not been appealed against within the requisite time period for
      so
      doing; or

    


    (ii) such
      judgment has been appealed against but such appeal has been withdrawn;
      or

    


    (iii) there
      shall be no right of appeal against such judgment;

    


    and
      the
      amount by which the Deferred Purchase Price shall be reduced or an amount is
      paid out of the Escrow Account in respect of the claim on foot of the judgment
      shall be deemed to be the amount of the Claim awarded to the Purchaser by the
      relevant court or tribunal of law. 

    


    
      	
              6.23

            	
              Pre-Estimate
                of Liability

            


    

     

    
      	
            	6.23.1	
              The
                Purchaser shall give notice to the Vendors’ Representative (the
                "Pre-Estimate Notification") of the amount, in its opinion, of the
                pre-estimate of a Claim (the "Purchaser's Pre-Estimate") within 10
                days of
                notifying that Claim to the Vendors in accordance with this Agreement
                and/or, as the case may be, the Tax Deed.


            


    

    


    
      	
            	6.23.2	
              The
                Vendors’ Representative shall notify the Purchaser within 10 days of
                receiving a Pre-Estimate Notification if it disagrees with the Purchaser's
                PreEstimate of the Claim in question and, in so doing, shall set
                out the
                amount, in its opinion, of the Pre-Estimate of such Claim (the "Vendors'
                Pre-Estimate"). 

            


    

    


    
      	
            	6.23.3	
              If
                the Vendors’ Representative fails to notify the Purchaser within 10 days
                of receiving a Pre-Estimate Notification that it disagrees with the
                Purchaser's Pre-Estimate the Vendors shall be deemed to have accepted
                the
                Purchaser's Pre-Estimate of the claim for the purposes of this
                Agreement.

            


    

    


    
      	
            	6.23.4	
              If
                the Vendors’ Representative notifies the Purchaser that it disagrees with
                the Purchaser's Pre-Estimate in accordance with Clause 6.23.2 above,
                the
                Purchaser and the Vendors’ Representative shall seek to agree the relevant
                Pre-Estimate and, failing agreement within 10 days of the date of
                the
                notice given by the Vendors’ Representative under Clause 6.23.2, shall
                refer the matter to an Expert.

            


    

    


    
      	
              6.24

            	
              The
                giving of notice or the failure to give notice pursuant to Clause
                6.23
                shall not in any way be construed as regards the Vendors or the Purchaser
                as an acceptance or denial of any liability in respect of the relevant
                Claim and shall be entirely without prejudice to any subsequent litigation
                arising out of such Claim.

            


    

     

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    
      	
              6.25

            	
              The
                "Estimated Claim Amount" in respect of a Claim shall be
                :

            


    

     

    
      	
            	6.25.1	
              the
                Purchaser's Pre-Estimate, if the Vendors’ Representative fails to notify
                the Purchaser within 10 days of receiving a Pre-Estimate Notification
                that
                it disagrees with the Purchaser's Pre-Estimate;
                or

            


    

    


    
      	
            	6.25.2	
              the
                pre-estimate as agreed between the Purchaser and the Vendors’
                Representative pursuant to Clause 6.23.4;
                or

            


    

    


    
      	
            	6.25.3	
              the
                amount which the Purchaser would be likely to be entitled to recover
                from
                the Vendors in respect of the Relevant Claim if taken at the date
                of the
                Purchaser giving Notice pursuant to Clause 6.23.2 as determined by
                the
                Expert in accordance with this Clause 6.

            


    

    


    
      	
              6.26

            	
              Where
                a matter is referred to an expert (an "Expert") pursuant to Clause
                6.23.4
                the Expert shall be a Senior Counsel and shall be appointed by agreement
                between the Vendors’ Representative and the Purchaser or, failing
                agreement within 5 days of the initiation of reference, by the Chairman
                for the time being of the Bar Council of Ireland (the "Chairman")
                on the
                application of either the Vendors’ Representative or the
                Purchaser.

            


    

    


    
      	
              6.27

            	
              If
                an Expert has been appointed but is unable or unwilling to complete
                the
                reference to him, another Expert shall be appointed by agreement
                between
                the Vendors’ Representative and the Purchaser or, failing agreement within
                5 days of their being notified that the Expert is unable or unwilling
                to
                complete the reference by the Chairman on the application of either
                the
                Vendors’ Representative or the
                Purchaser.

            


    

    


    
      	
              6.28

            	
              Any
                Expert shall act as an expert and not as an arbitrator.
                

            


    

    


    
      	
              6.29

            	
              The
                Vendors’ Representative and the Purchaser shall
                :

            


    

    


    
      	
            	6.29.1	
              request
                the Expert to determine the Pre-Estimate of a Claim within 15 days
                of him
                receiving the reference or such longer period as may be agreed between
                the
                Vendor’s Representative, the Purchaser and the
                Expert;

            


    

    


    
      	
            	6.29.2	
              without
                prejudice to their respective obligations set out herein above, the
                Vendors’ Representative and the Purchaser shall each use all reasonable
                endeavours to co-operate with the Expert in determining the Pre-Estimate
                of a Relevant Claim and for that purpose will provide to the Expert
                with
                all such information and documentation as the Expert may require
                to
                determine the Pre-Estimate of a Relevant
                Claim.

            


    

    


    
      	
              6.30

            	
              The
                role of the Expert shall be to determine based only on the merits
                of, and
                having reference to, the respective cases put forward in the submissions
                made by the Vendors’ Representative and the Purchaser pursuant to Clause
                6.29.2 above, whether or not the Purchaser has an arguable case against
                the Vendors based on reasonable grounds and if the Expert determines
                that
                the Purchaser has an arguable case against the Vendors based on reasonable
                grounds, the amount which the Purchaser would be likely to be entitled
                to
                recover from the Vendors in respect of such Claim if
                taken at the date of the Purchaser giving Notice pursuant to Clause
                6.23.2.

            


    

     

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    
      	
              6.31

            	
              The
                decision of the Expert (which shall be a reasoned decision) shall,
                in the
                absence of fraud or manifest error, be final and binding on the Vendors
                and the Purchaser as regards the amount of the Estimated Claim
                Amount.

            


    

    


    
      	
              6.32

            	
              The
                Expert shall have the right to seek such professional assistance
                and
                advice as he may require in fulfilling his duties. In determining
                the
                costs of any reference to the Expert pursuant to this Article 6,
                the
                Expert shall apply the general principle that
                :

            


    

    


    
      	
            	6.32.1	
              if
                the Expert determines that the Estimated Claim Amount is equal to
                or
                greater than the amount notified by the Purchaser to the Vendors’
                Representative pursuant to Clause 6.23.1 above, the costs shall be
                borne
                by Vendors;

            


    

    


    
      	
            	6.32.2	
              if
                the Expert determines that the Estimated Claim Amount is equal to
                or less
                than the amount notified by the Vendors Representative to the Purchaser
                in
                accordance with Clause 6.23.2 above, the costs shall be borne by
                the
                Purchaser; and

            


    

    


    
      	
            	6.32.3	
              if
                the Expert determines that the Estimated Claim Amount is an amount
                between
                the amount notified by the Purchaser and the amount notified by the
                Vendors’ Representative, the Purchaser and the Vendors shall respectively
                bear the Purchaser's Proportion and the Vendor's Proportion of the
                costs.

            


    

    


    For
      the
      purposes of this Clause 6.32 :-

    


    "Vendors
      Proportion" means the percentage calculated using the following
      formula

    


    F
      =
(A
      - B)
      x
100

          
      (C - B)      1

    


    Where
      :

    


    F
       =
       the
      Vendors Proportion

    A = the
      amount of the Estimated Claim Amount as determined by the Expert

    
      	 	
              B
                

            	
              =

            	
              the
                amount of the Vendors' Pre-Estimate as notified by the Vendors
                Representative

            


    

    
      	 	
              C

            	
              =

            	
              the
                amount of the Purchaser Pre-Estimate as notified by the Purchasers;
                and

            


    

    


    
      	 	
              "Purchaser's
                Proportion" means the percentage equal to 100 per cent less the Vendor's
                Proportion. 

            


    

    


    
      	
              6.33

            	
              For
                the avoidance of doubt, any agreement or determination of the Estimated
                Claim Amount is solely for the purpose of facilitating the Purchaser’s and
                the Vendors’ right to payment or set-off a portion of the Deferred
                Purchase Price and is not for the purpose of determining any Claim.
                If the
                amount of an Unsettled Claim is subsequently settled or resolved
                to be
                more than the Estimated Claim Amount, the Purchaser shall, subject
                to the
                limitation of the Purchaser’s remedy in respect of any claims under Clause
                6 of this Agreement, be entitled to seek such other remedies the
                Purchaser
                may have. If any Claim shall have been referred to an Expert pursuant
                to
                Clause 6.23.4, and the Estimated Claim Amount in respect thereof
                shall not
                have been determined by the Deferred Payment Date, the Expert shall
                continue to act in accordance with the provisions of this Clause
                6 until
                the Estimated Claim Amount is
                determined.

            


    

     

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    
      	
              7.

            	
              WORKING
                CAPITAL STATEMENTS 

            


    

    


    
      	
              7.1

            	
              Estimated
                Working Capital Statement.
                Attached as Exhibit C is the “Estimated Working Capital Statement”. The
                Estimated Working Capital Statement has been prepared by Vendors,
                based
                upon their good faith estimates and assumptions and in accordance
                with
                GAAP consistently applied and using the same practices, principles
                and
                methodologies used in preparing the monthly management accounts,
                and shows
                thereon calculation of the amount (“Estimated Working Capital”) as at
                close of business on 31 March 2006 obtained by subtracting: (i) the
                amount
                of the consolidated current liabilities of the Company, from (ii)
                the
                amount of the consolidated current assets of the Company; it being
                acknowledged that no corporate profits tax, no cash, no debt and
                no amount
                outstanding from the Company to any Affiliate of the Company, or
                from any
                Affiliate of the Company to the Company, shall in any manner enter
                into
                the foregoing calculation. 

            


    

     

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    
      	
              7.2

            	Completion
              Working Capital Statement.


    

     

    (a) Within
      sixty (60) days from and after the Completion, the Purchaser shall prepare,
      in
      accordance with GAAP consistently applied using the same practices, principles
      and methodologies used in preparing the monthly management accounts, and shall
      deliver to the Vendors Representative, a statement showing thereon calculation
      of the amount (“Completion Working Capital”) at Completion obtained by: (i)
      subtracting the amount of the consolidated current liabilities of the Company,
      from (ii) the amount of the consolidated current assets of the Company; it
      being
      acknowledged that no corporate profits tax, no cash, no debt and no amount
      outstanding from the Company to any Affiliate of the Company, or from any
      Affiliate of the Company to the Company, shall in any manner enter into the
      foregoing calculation.

    


    (b) Within
      thirty (30) days after its receipt of such statement, the Vendors Representative
      shall examine such statement, and any determinations, computations, and
      decisions made in the preparation thereof. In the event the Vendors
      Representative shall disagree with any of the determinations, computations
      or
      decisions relating to the preparation of such statement, the Vendors
      Representative shall, within thirty (30) days after delivery of such statement,
      serve notice of such disputed item or items upon the Purchaser, and the Vendors
      Representative and the Purchaser shall thereupon endeavour to reach agreement
      with respect thereto. Any failure by the Vendors Representative to deliver
      such
      notice within such period with respect to any item or items shall be deemed
      conclusive acceptance by the Vendors of such item or items. If such agreement
      with respect to any item identified in a notice as aforesaid shall not be
      reached within ten (10) days of the date of such notice of disagreement, such
      disputed item or items shall be submitted for determination to a firm of
      independent public accountants reasonably acceptable to both the Vendors
      Representative and the Purchaser (which shall not be an accounting firm retained
      on a regular basis by the Purchaser, or any Affiliate of the Purchaser, or
      the
      Vendor, or any Affiliate of the Vendor, unless consented to by Purchaser and
      the
      Vendors Representative), the cost of which shall be borne equally by the Vendors
      and the Purchaser. The determination of such independent public accountants
      with
      respect to any item or items shall be conclusive and binding upon the parties.
      The foregoing statement, completed as aforesaid, is referred to herein as the
      “Completion Working Capital Statement”. If Completion Working Capital is greater
      than Estimated Working Capital, the amount by which Completion Working Capital
      exceeds Estimated Working Capital shall be referred to herein as the “Working
      Capital Surplus”. If Completion Working Capital is less than Estimated Working
      Capital, the amount by which Estimated Working Capital exceeds Completion
      Working Capital shall be referred to herein as the “Working Capital Deficiency”.
      Currency translation between Euros and US dollars for determining Completion
      Working Capital and Estimated Working Capital shall be computed at the rate
      of
      1.2132 US dollars to 1 Euro. 

    


    
      	
              7.3

            	
              Purchase
                Price Adjustments.
                

            


    

    


    Within
      ten (10) days after the determination under Clause 7.2 hereof of all disputed
      items contained in the Completion Working Capital Statement and the calculation
      of the Working Capital Deficiency (if any) or Working Capital Surplus (if any),
      the parties shall recalculate the Purchase Price and effectuate such payments
      as
      follows: (x) if there is determined to be a Working Capital Surplus of greater
      than $100,000, the amount in excess of $100,000 shall be repaid to Purchaser
      by
      the Vendors within three (3) days of such recalculation; and (y) if there is
      determined to be a Working Capital Deficiency of greater than $100,000, the
      amount in excess of $100,000, shall be paid to the Vendors by the Purchaser
      within three (3) days of such recalculation. Payments pursuant to this Clause
      7.3 shall be made in Euros and will be computed based on the exchange rate
      in
      effect on the date of such payment.

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

    


    
      	
              8.

            	
              MISCELLANEOUS
                PROVISIONS

            


    

    


    
      	
              8.1

            	
              Transfers
                to be stamped.
                

            


    

    


    Following
      Completion, the Purchasers shall promptly deliver to the Revenue Commissioners
      the transfers referred to in Clause 3.4.1(1) for assessment of stamp duty,
      and
      shall promptly pay the duty assessed.

    


    
      	
              8.2

            	
              Announcements.

            


    

    


    The
      Vendors and the Purchaser shall not make any announcement to shareholders,
      employees, customers or suppliers, or to securities markets or other authorities
      or to the media or otherwise, regarding the subject-matter of this Agreement
      without reasonably first consulting with the other parties to this Agreement.
      Notwithstanding the foregoing, the Purchaser shall be permitted to describe
      and
      to file this Agreement and the Ancillary Agreements with the SEC to the extent
      required by law and Hibernia Capital Partners Limited shall be permitted to
      communicate the terms of this Agreement to the investors in the funds of which
      it is the investment manager upon Completion.

    


    
      	
              8.3

            	
              Waiver
                of Pre-emption Rights.
                

            


    

    


    The
      Vendors hereby waive all pre-emption rights to which they may be entitled under
      the Articles of Association of the Company or otherwise. 

    


    
      	
              8.4

            	
              Costs
                and Expenses.
                

            


    

    


    Each
      party to this Agreement will pay his own costs of and incidental to this
      Agreement and its implementation including without limitation their respective
      attorney’s and investment banker/broker fees, if any, incurred in connection
      with this Agreement. 

    


    
      	
              8.5

            	
              Severability.
                

            


    

    


    All
      the
      clauses restrictive of competition in this Agreement are distinct and severable,
      and if any clause is held unenforceable, illegal or void in whole or in part
      by
      any court, regulatory authority or other competent authority, it shall to that
      extent be deemed not to form part of this Agreement, and the enforceability,
      legality and validity of the remainder of this Agreement will not be
      affected.

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    
      	
              8.6

            	
              Whole
                Agreement.
                

            


    

    


    This
      Agreement (together with any documents to be executed under Clause 3) and the
      Disclosure Letter supersede all prior representations, arrangements,
      understandings and agreements, and sets forth the entire, complete and exclusive
      agreement and understanding between the parties. So far as is permitted by
      law
      and except in the case of fraud, no party to this Agreement shall be liable
      whether in contract, tort or otherwise for any representation, warranty or
      assurance not set out in this Agreement and each party waives all remedies
      which
      otherwise might be available to it in respect thereof.

    


    
      	
              8.7

            	
              Survival.
                

            


    

    


    The
      provisions of this Agreement which have not been performed at Completion will
      remain in full force and effect notwithstanding Completion.

    


    
      	
              8.8

            	
              Notices.

            


    

    


    
      	
            	8.8.1	
              Any
                notice or other communication to be given or served under this Agreement
                shall be in writing, addressed to the relevant party and expressed
                to be a
                notice or communication under this Agreement and, without prejudice
                to the
                validity of another method of service, may be delivered or sent by
                pre-paid, registered, airmail, post or via telecopier, addressed
                as
                follows:

            


    

    


    
      	 	
              (i)

            	
              if
                to the Vendors to:

            


    

    


    BetaTHERM
      Group Ltd.

    Ballybrit
      Business Park

    Galway,
      Ireland

    Attention:
      Mr. Terrence Monaghan

    Telecopier:
      353-(0)91-769307

    


    And

    


    Hibernia
      Capital Partners, Ltd,

    Ground
      Floor

    Beech
      House

    Beech
      Hill Office Campus

    Dublin
      14

    Clonskeagh,
      Ireland

    Attention:
      David Gavagan

    Telecopier:
      353-(1) 20-57771

    


    With
      a
      copy (which shall not constitute notice) to

    


    Edward
      Miller, Esq. 

    Matheson
      Ormsby Prentice

    30
      Herbert St

    Dublin
      2

    Dublin,
      Ireland

    Telecopier:
      353 (1) 61-99010

     

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

    


    
      	 	
              (ii)

            	
              if
                to the Purchaser:

            


    

    


    Measurement
      Specialties, Inc.

    1000
      Lucas Way

    Hampton,
      VA 23666

    Attention:
      Frank Guidone

    Telecopier:
      (575) 766-4347

    


    With
      a
      copy (which shall not constitute notice) to 

    


    McCarter
      & English, LLP

    Four
      Gateway Center

    100
      Mulberry Street

    Newark,
      New Jersey 07102

    Attention:
      Kenneth E. Thompson, Esq.

    Telecopier:
      (973) 624-7070

    


    or
      to
      such other address or telecopier number as the addressee may have previously
      substituted by notice.

    


    
      	
            	8.8.2	
              A
                notice or other communication will be deemed to have been duly served
                or
                given:

            


    

    


    
      	
            	(1)	
              in
                the case of delivery, at the time of
                delivery;

            


    

    


    
      	
            	(2)	
              in
                the case of posting, five days after posting (and proof that the
                envelope
                containing the notice or communication was properly addressed, will
                be
                sufficient evidence that the notice or other communication has been
                duly
                served or given); or

            


    

    


    
      	
            	(3)	
              in
                the case of telecopier, upon transmission, subject to the correct
                code or
                telecopier number being received on the transmission report and receipt
                by
                the addressee of the complete text in legible form
                

            


    

    


    
      	
            	(4)	
              in
                the case of delivery via overnight mail, the day following the day
                such
                notice or communication was sent

            


    

    


    but
      if a
      notice is given or served at business premises other than during usual business
      hours on a Business Day, it will be deemed to be given or served on the next
      following Business Day.

    


    
      	
            	8.8.3	
              A
                party giving or serving a notice or other communication hereunder
                by
                telecopier shall also give or serve a copy by post, but without prejudice
                to the validity and effectiveness of the service by
                telecopier.

            


    

     

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

     

    
      	
            	8.8.4	
              All
                notices or other communications shall be in the English
                language.

            


    

     

    
      	
              8.9

            	
              Service
                of Agent.
                

            


    

    


    Without
      prejudice to any other mode of service:

    


    
      	
            	8.9.1	
              the
                Purchaser irrevocably appoints Mr. Lorcan Tiernan of Dillon Eustace
                Solicitors, Dublin, Ireland as agent and, each of the Vendors hereby
                irrevocably appoints Edward Miller of the Vendors Solicitors as agent
                for
                service of process relating to any proceedings before the courts
                of
                Ireland in connection with this Agreement, and each party agrees
                to
                maintain as its agent the process agent in Ireland so notified hereby
                during the term of this Agreement and thereafter during such period
                as any
                action may be taken under it; and

            


    

    


    
      	
            	8.9.2	
              each
                party agrees that failure by a process agent to notify it of the
                process
                will not invalidate the proceedings
                concerned.

            


    

    


    
      	
              8.10

            	
              Disclosure
                Letter.
                

            


    

    


    
      	
            	8.10.1	
              The
                disclosures in the Disclosure Letter, and those in any supplement
                thereto,
                must relate only to the representations and warranties in the Clause
                of
                the Agreement to which they expressly relate and not to any other
                representation or warranty in this
                Agreement.

            


    

    


    
      	
            	8.10.2	
              In
                the event of any inconsistency between the statements in the body
                of this
                Agreement or the Schedules and those fairly and accurately disclosed
                in
                the Disclosure Letter with respect to a specifically identified
                representation or warranty, the statements in the body of this Agreement
                or Schedules will control.

            


    

    


    
      	
              8.11

            	
              Assignment/Third
                Party Beneficiaries.
                

            


    

    


    
      	
            	8.11.1	
              Subject
                to Clause 8.11.2, neither party may assign any of its rights under
                this
                Agreement without the prior consent of the other parties, which will
                not
                be unreasonably withheld, except that Purchaser may assign any of
                its
                rights under this Agreement to (i) any wholly owned subsidiary of
                Purchaser, or (ii) any lender and/or security-holder of the Purchaser.
                No
                such assignment shall relieve any party of its responsibilities under
                this
                Agreement and, without prejudice to the generality of the foregoing,
                Purchaser shall not assign its obligations under Clause 2.2 without
                the
                written consent of the Vendors
                Representative.

            


    

    


    
      	
            	8.11.2	
              The
                Parties hereby expressly agree that the Purchaser shall be entitled
                to
                assign any of its rights under this Agreement to any party purchasing
                the
                entire issued share capital of the Company from the Purchaser and
                to any
                party that acquires all the assets of the Company as at Completion
                from
                the Purchaser.

            


    

     

     

    
      
         

      

      
        39

        
          

        

      

      
         

      

    

     

    
      	
            	8.11.3	
              Subject
                to subclauses 8.11.1 and 8.11.2 respectively, this Agreement will
                apply
                to, be binding in all respects upon, and inure to the benefit of
                the
                successors and permitted assigns of the parties. Nothing expressed
                or
                referred to in this Agreement will be construed to give any Person
                other
                than the parties to this Agreement any legal or equitable right,
                remedy,
                or claim under or with respect to this Agreement or any provision
                of this
                Agreement. This Agreement and all of its provisions and conditions
                are for
                the sole and exclusive benefit of the parties to this Agreement and
                their
                successors and assigns. 

            


    

    


    
      	
            	8.11.4	
              For
                the avoidance of doubt where the Purchaser has assigned the benefit
                in
                whole or in part of this Agreement, then the liability of the Covenantors
                shall be limited to that amount that would have been due had no such
                assignment taken place.

            


    

    


    
      	
              8.12

            	
              Governing
                Law.

            


    

    


    This
      Agreement and all relationships created by it will in all respects be governed
      by and construed in accordance with Irish law.

    


    
      	
              8.13

            	
              Jurisdiction.

            


    

    


    
      	
            	8.13.1	
              It
                is irrevocably agreed that the Irish courts are to have exclusive
                jurisdiction to settle any disputes which may arise out of or in
                connection with this Agreement or its performance and accordingly
                that any
                suit, action or proceedings so arising may be brought in such
                courts.

            


    

    


    
      	
            	8.13.2	
              The
                Purchaser irrevocably waives (and irrevocably agrees not to raise)
                any
                objection which it may have now or subsequently to the laying of
                the venue
                of any proceedings in any such court as is referred to in this Clause
                8.13
                and any claim that any such proceedings have been brought in an
                inconvenient forum and further irrevocably agrees that a judgement
                in any
                proceedings brought in any such court as is referred to in this Clause
                8.13 will be conclusive and binding upon the
                Purchaser and
                may be enforced in the courts of any other
                jurisdiction.

            


    

    


    
      	
              8.14

            	
              Cooperation

            


    

    


    From
      time
      to time following the date hereof, Vendors and Purchaser shall, and shall cause
      their respective Affiliates to, execute, acknowledge and deliver all such
      further conveyances, notices, assumptions, releases and acquittances and such
      other instruments, and shall take such further actions, as may be necessary
      or
      appropriate to assure fully to Purchaser and its respective successors or
      assigns, all of the properties, rights, titles, interests, estates, remedies,
      powers and privileges intended to be conveyed to Purchaser under this Agreement
      and the Ancillary Agreements and to assure fully to Vendors and their successors
      and assigns, the obligations of Purchaser under this Agreement and the Ancillary
      Agreements, and to otherwise make effective the transactions contemplated hereby
      and thereby.

     

    
      
         

      

      
        40

        
          

        

      

      
         

      

    

    


    
      	
              8.15

            	
              Counterparts

            


    

    


    
      	 	
              (a)

            	
              This
                Agreement may be executed in writing simultaneously and by one or
                more
                counterparts, each of which shall be deemed an original, but all
                of which
                together shall constitute one and the same agreement, which shall
                be
                sufficiently evidenced by any one of such original
                counterparts.

            


    

    


    
      	 	
              (b)

            	
              For
                the purpose of this clause “writing” shall mean written signature or
                signature produced or substituted for such written signature and
                shall be
                deemed to include a signature sent by facsimile or by other electronic
                means. 

            


    

    


    
      	
              8.16

            	
              Repayment
                of Transaction Costs

            


    

    


    Within
      14
      days following the Completion Date, the Vendors shall pay to the Acquired
      Companies the amount of $56,000. 

    


    
 

    IN
      WITNESS
      whereof
      this Agreement has been entered into the date and year first herein
      written.

    


     

    MEASUREMENT
      SPECIALTIES, INC.

     

     

    By:______________________________________

    Name:  Frank
      Guidone

    Title: 
      Chief Executive Officer

     

    
      
         

      

      
        41

        
          

        

      

      
         

      

    


    FIRST
      SCHEDULE

    Parties,

    recs.
      A
& B

    &
cl.
      2.1

    


    The
      Company and the Vendors

    


    BetaTHERM
      Group Ltd. Registered in Ireland no. 325019

    Capital
      at the Completion Date: €12, 720, 097.40 divided into 5,000,000 A ordinary
      shares of €1.26974 each, 5,000,000 B ordinary shares of €1.26974 each, 100,000 C
      ordinary shares of €0.126974 each, and 10,000 D ordinary shares of €1 each.


    


    List
      of
      the Company’s Key Employees to execute Employment Agreements:

    


    (1)
      Stephen Meagher; 

    (2)
      Thomas O’Brien; 

    (3)
      Terence Monaghan; and

    (4)
      Herbert Holmstedt

     

    
      
         

      

      
        42

        
          

        

      

      
         

      

    

    


    BETATHERM

    FIRST
      SCHEDULE TABLE

    


    
      	
              1

            	
              2

            	
              3

            
	
              Name
                of Vendor

            	
              Vendor
                Address

            	
              No.
                and Class of Shares in the Company

            
	
              Management
                Vendors:

            	 	 
	
              Terence
                Monaghan

            	
              Cregg,
                Oughterard, Co Galway

            	
              1,747,308
                - A ordinary shares, 50,000 C ordinary shares and 2 D ordinary
                shares

            
	
              Thomas
                O’Brien

            	
              Clonmore
                House, Lowville, Ahascragh, Ballinasloe, Co Galway

            	
              349,462
                - A ordinary shares

            
	
              Bill
                Sex

            	
              59
                Hunting Avenue, Shrewsbury, MA 01545

            	
              305,779
                - A ordinary shares

            
	
              Kieran
                Garvey

            	
              Lakeview,
                Claregalway, Co Galway

            	
              43,683
                - A ordinary shares

            
	
              Shaun
                Morgan

            	
              Cregcarragh,
                Cregmore, Claregalway, Co Galway

            	
              104,865
                - A ordinary shares

            
	
              Blanaid
                Ryan

            	
              Coolree
                Lodge, Coolree, Prosperous, Co Kildare

            	
              40,000
                - A ordinary shares

            
	
              Bill
                Howard

            	
              54
                Sewell Street, Shrewsbury, MA 01545

            	
              40,000
                - A ordinary shares

            
	
              Joe
                Gleeson

            	
              Apt
                4, Maunsells House (No. 9), Maunsells Road, Galway

            	
              17,500
                - A ordinary shares

            
	
              Hugh
                McGovern

            	
              Ballinaboy,
                Leitrim P.O., Carrick on Shannon, Co Leitrim

            	
              17,500
                - A ordinary shares

            
	
              Noel
                Burke

            	
              Collmeen,
                Mayo Abbey, Claremorris, Co Mayo

            	
              17,500
                - A ordinary shares

            
	
              Clair
                Cloherty

            	
              65
                Riasc Na Ri, Old Rahoon Road, Galway

            	
              9,905
                - A ordinary shares

            
	
              Claus
                Gesslinger

            	
              76A
                Hillside Ave, Rehoboth, MA 02769

            	
              17,500
                - A ordinary shares

            
	
              Anthony
                Dennehy

            	
              Dennehy’s
                Centra, West End, Millstreet, Co Cork

            	
              262,096
                - A ordinary shares

            
	
              Tara
                Smolenski

            	
              15
                Chino Ave, Worcester, MA 01605

            	
              43,683
                - A ordinary shares

            
	
              Doug
                Helie

            	
              21
                Chamock Hill Rd, Rutland, MA 01543

            	
              43,683
                - A ordinary shares

            
	
              Kevin
                Moran

            	
              Kevre
                House, Lakeview, Claregalway, Co Galway

            	
              83,324
                - A ordinary shares

            
	
              Susan
                Killeen

            	
              59
                River Oaks, Claregalway, Co Galway

            	
              43,683
                - A ordinary shares

            
	
              Jude
                Neylon

            	
              Main
                Street, Corofin, Co Clare

            	
              131,048
                - A ordinary shares

            
	
              Patrick
                Lyons

            	
              Castleturley,
                Aghamore, Ballyhaunis, Co Mayo

            	
              87,365
                - A ordinary shares

            
	
              Stephen
                Meagher

            	
              5
                Aughnacurra, Lower Dangan, Galway

            	
              394,512
                - A ordinary shares

            
	
              Stephen
                Keenan

            	
              71
                Clybaun Heights, Knocknacarra, Co Galway

            	
              87,365
                - A ordinary shares

            
	
              Herb
                Holmstedt

            	
              8
                Angell Ave, Cranston, RI 02920

            	
              262,096
                - A ordinary shares

            
	
              Aidan
                Nulty

            	
              114
                Scelig Ard, Headford Road, Galway

            	
              87,366
                - A ordinary shares

            
	
              Siobhan
                Boyle

            	
              43
                Clochog, Oranmore, Co Galway

            	
              43,683
                - A ordinary shares

            
	
              Bill
                Macuga

            	
              32
                Cross Street, Uxbridge, MA 01569

            	
              43,683
                - A ordinary shares

            
	
              Gerry
                Savage

            	
              Berowra,
                Corrandulla, Co Galway

            	
              43,683
                - A ordinary shares

            
	
              Non-Management
                Vendors

            	 	 
	
              State
                Street International Custodial Services

            	
              Guild
                House

              Guild
                Street

              IFSC

              Dublin
                1.

            	
              4,368,271
                - B ordinary shares

            
	
              David
                Chapman

            	
              c/o
                David Gavagan, Hibernia Capital Partners, Beech House, Beech Hill
                Office
                Campus, Clonskeagh, Dublin 6

            	
              87,365
                - B ordinary shares

            
	
              Gary
                Duffy

            	
              2
                Eastgate, Little Island, Co Cork

            	
              49,405
                - B ordinary shares

            


    

    


    
      
        

      

    

    
      	*	
              (State
                Street are nominees of Hibernia Capital
                Partners).

            


    

     

     

    
      
         

      

      
        43

        
          

        

      

      
         

      

    

    


    SECOND
      SCHEDULE

    


    Subsidiaries

    cl.
      1.1

    
      	
              Name

            	
              Jurisdiction
                of Incorporation

            	
              Status

            
	
              BetaTHERM
                Holding Limited

            	
              Ireland

            	
              Private
                limited company

            
	
              BetaTHERM
                Trading Limited

            	
              Ireland

            	
              Private
                limited company

            
	
              CEM
                Barbados

            	
              Barbados

            	
              Barbados
                Company

            
	
              LAJOY

            	
              Ireland

            	
              Private
                unlimited company

            
	
              BetaTHERM
                R&D Limited

            	
              Ireland

            	
              Private
                limited company

            
	
              BetaTHERM
                Systems Limited

            	
              Ireland

            	
              Private
                limited company

            
	
              Beta-Therm
                Corporation

            	
              Massachusetts
                (US)

            	
              Massachusetts
                Corporation

            
	
              BetaTHERM
                Ireland

            	
              Ireland

            	
              Private
                limited company

            
	
              BetaTHERM
                Automotive Sensors Limited

            	
              Ireland

            	
              Private
                limited company

            


    

    


    
      
         

      

      
        44

        
          

        

      

      
         

      

    


    THIRD
      SCHEDULE

    


    Directors

    cl.
      1.1

    
      	
              Name
                of Director

            	
              Company/ies

            
	
              Terence
                Monaghan

            	
              BetaTHERM
                Group Limited

            
	
              Stephen
                Meagher

            	
              BetaTHERM
                Group Limited

            
	
              David
                Gavagan

            	
              BetaTHERM
                Group Limited

            
	
              Gary
                Duffy

            	
              BetaTHERM
                Group Limited

            
	
              Anthony
                Dennehy

            	
              BetaTHERM
                Group Limited

            
	
              Barrie
                Daish

            	
              BetaTHERM
                Group Limited

            
	 	 
	
              Terence
                Monaghan

            	
              BetaTHERM
                Holdings Limited

            
	
              Stephen
                Meagher

            	
              BetaTHERM
                Holdings Limited

            
	
              David
                Gavagan

            	
              BetaTHERM
                Holdings Limited

            
	
              Gary
                Duffy

            	
              BetaTHERM
                Holdings Limited

            
	
              Barrie
                Daish

            	
              BetaTHERM
                Holdings Limited

            
	
              Brian
                O’Keefe

            	
              BetaTHERM
                Holdings Limited

            
	 	 
	
              Terence
                Monaghan

            	
              BetaTHERM
                Trading Limited

            
	
              Stephen
                Meagher

            	
              BetaTHERM
                Trading Limited

            
	
              David
                Gavagan

            	
              BetaTHERM
                Trading Limited

            
	
              Gary
                Duffy

            	
              BetaTHERM
                Trading Limited

            
	
              Barrie
                Daish

            	
              BetaTHERM
                Trading Limited

            
	 	 
	
              Terence
                Monaghan

            	
              LAJOY
                Limited

            
	
              Stephen
                Meagher

            	
              LAJOY
                Limited

            
	
              David
                Gavagan

            	
              LAJOY
                Limited

            
	
              Barrie
                Daish

            	
              LAJOY
                Limited

            
	 	 
	
              Terence
                Monaghan

            	
              BetaTHERM
                Research & Development Limited

            
	
              Stephen
                Meagher

            	
              BetaTHERM
                Research & Development Limited

            
	
              David
                Gavagan

            	
              BetaTHERM
                Research & Development Limited

            
	
              Barrie
                Daish

            	
              BetaTHERM
                Research & Development Limited

            
	 	 
	
              Terence
                Monaghan

            	
              BetaTHERM
                Systems Limited

            
	
              Stephen
                Meagher

            	
              BetaTHERM
                Systems Limited

            
	
              David
                Gavagan

            	
              BetaTHERM
                Systems Limited

            
	
              Barrie
                Daish

            	
              BetaTHERM
                Systems Limited

            
	 	 
	
              Terence
                Monaghan

            	
              Caribbean
                Electronics Manufacturing (1992) Limited

            
	
              Stephen
                Meagher

            	
              Caribbean
                Electronics Manufacturing (1992) Limited

            
	
              David
                Gavagan

            	
              Caribbean
                Electronics Manufacturing (1992) Limited

            
	 	 
	
              Terence
                Monaghan

            	
              BetaTHERM
                Ireland Limited

            
	
              Stephen
                Meagher

            	
              BetaTHERM
                Ireland Limited

            
	
              David
                Gavagan

            	
              BetaTHERM
                Ireland Limited

            
	
              Barrie
                Daish

            	
              BetaTHERM
                Ireland Limited

            
	 	 
	
              Terence
                Monaghan

            	
              BetaTHERM
                Corporation

            
	
              Stephen
                Meagher

            	
              BetaTHERM
                Corporation

            
	
              David
                Gavagan

            	
              BetaTHERM
                Corporation

            
	 	 
	
              Terence
                Monaghan

            	
              BetaTHERM
                Automotive Sensors Limited

            
	
              Stephen
                Meagher

            	
              BetaTHERM
                Automotive Sensors Limited

            
	
              David
                Gavagan

            	
              BetaTHERM
                Automotive Sensors Limited

            
	
              Barrie
                Daish

            	
              BetaTHERM
                Automotive Sensors Limited

            


    

    


    


    
      
         

      

      
        45

        
          

        

      

      
         

      

    

     

    FOURTH
      SCHEDULE

    


    Warranties

    cls.
      1.1
& 4.1

    


    


    
      	
            	4.1	
              ORGANISATION
                AND GOOD STANDING. 

            


    

    


    
      	 	
              (a)

            	
              Part
                4.1 of the Disclosure Letter contains a complete and accurate list
                for
                each Acquired Company of its name, its jurisdiction of incorporation,
                other jurisdictions in which it is authorised to do business, and
                its
                capitalisation (including the identity of each stockholder and the
                number
                of shares held by each). Each Acquired Company is a corporation duly
                organised and validly existing under the laws of its jurisdiction
                of
                incorporation, with full corporate power and authority to conduct
                its
                business as it is now being conducted, to own or use the properties
                and
                assets that it purports to own or use, and to perform all its obligations
                under Applicable Contracts. Each Acquired Company is duly qualified
                to do
                business as a foreign corporation under the laws of each state or
                other
                jurisdiction in which either the ownership or use of the properties
                owned
                or used by it, or the nature of the activities conducted by it, requires
                such qualification.

            


    

    


    
      
        
          	
                	(b)	
                  Vendors
                    have delivered to Purchaser copies of the Organisational Documents
                    of each
                    Acquired Company, as currently in
                    effect.

                


        

      

    

    


    
      	
            	(c)	
              The
                information and contents of the documentation listed or referenced
                in the
                Disclosure Letter (other than contracts, as to which the Vendors
                make only
                the Representations and Warranties contained in Clause 4.19 of this
                Fourth
                Schedule) and any Schedules to the Agreement are true and accurate
                in all
                respects and where such information or the contents of such documentation
                comprise or include statements of opinion by the Vendors such statements
                of opinion are honestly held.

            


    

     

    
      	
            	4.2	
              AUTHORITY;
                NO CONFLICT.

            


    

    


    
      	
            	(a)	
              This
                Agreement constitutes the legal, valid, and binding obligation of
                Vendors,
                enforceable against Vendors in accordance with its terms, subject
                to the
                laws of general application relating to bankruptcy, insolvency and
                the
                relief of debtors and to the rules governing specific performance,
                injunctive relief or other equitable remedies. Upon the execution
                and
                delivery by Vendors of the Vendor Releases (collectively, the "Ancillary
                Agreements"), the Ancillary Agreements will constitute the legal,
                valid,
                and binding obligations of Vendors, enforceable against Vendors in
                accordance with their respective terms, subject to the laws of general
                application relating to bankruptcy, insolvency and the relief of
                debtors
                and to the rules governing specific performance, injunctive relief
                or
                other equitable remedies. Vendors have the requisite power, authority,
                and
                capacity to execute and deliver this Agreement and the Ancillary
                Agreements and to perform their obligations under this Agreement
                and the
                Ancillary Agreements.

            


    

     

     

    
      
         

      

      
        46

        
          

        

      

      
         

      

    

     

    
      	
            	(b)	
              Except
                as set forth in Part 4.2 of the Disclosure Letter, neither the execution
                and delivery of this Agreement nor the consummation or performance
                of any
                of the Contemplated Transactions will, directly or indirectly (with
                or
                without notice or lapse of time):

            


    

    


    
      	 	
              (i)

            	
              contravene,
                conflict with, or result in a violation of (A) any provision of the
                Organisational Documents of the Acquired Companies, or (B) any resolution
                adopted by the board of directors or the stockholders of any Acquired
                Company;

            


    

    


    
      	 	
              (ii)

            	
              contravene,
                conflict with, or result in a violation of, or give any Governmental
                Body
                or other Person the right to challenge any of the Contemplated
                Transactions or to exercise any remedy or obtain any relief under,
                any
                Legal Requirement or any Order to which any Acquired Company or Vendor,
                or
                any of the assets owned or used by any Acquired Company, may be
                subject;

            


    

    


    
      	 	
              (iii)

            	
              contravene,
                conflict with, or result in a violation of any of the terms or
                requirements of, or give any Governmental Body the right to revoke,
                withdraw, suspend, cancel, terminate, or modify, any Governmental
                Authorisation that is held by any Acquired Company or that otherwise
                relates to the business of, or any of the assets owned or used by,
                any
                Acquired Company;

            


    

    


    
      	 	
              (iv)

            	
              cause
                any of the assets owned by any Acquired Company to be reassessed
                or
                revalued by any Taxation Authority or other Governmental
                Body;

            


    

    


    
      	 	
              (v)

            	
              contravene,
                conflict with, or result in a violation or breach of any provision
                of, or
                give any Person the right to declare a default or exercise any remedy
                under, or to accelerate the maturity or performance of, or to cancel,
                terminate, or modify, any Applicable Contract;
                or

            


    

    


    
      	 	
              (vi)

            	
              result
                in the imposition or creation of any Encumbrance upon or with respect
                to
                any of the assets owned or used by any Acquired Company;
                

            


    

    


    
      	 	
              (vii)

            	
              except
                as set forth in Part 4.2 of the Disclosure Letter, no Vendor or Acquired
                Company is or will be required to give any notice to or obtain any
                Consent
                from any Person in connection with the execution and delivery of
                this
                Agreement or the consummation or performance of any of the Contemplated
                Transactions;

            


    

     

     

    
      
         

      

      
        47

        
          

        

      

      
         

      

    

     

    
      	
            	4.3	
              CAPITALIZATION.

            


    

    


    
      	
            	(a)	
              Company.
                The authorised share capital of the Company is €12,720,097.40, composed of
                €12, 720, 097.40 divided into 5,000,000 A ordinary shares of €1.26974
                each, 5,000,000 B ordinary shares of €1.26974 each, 100,000 C ordinary
                shares of €0.126974 each, and 10,000 D ordinary shares of €1 each and the
                issued share capital of the Company is €11,273,151,15 composed of
                €11,273,151.15 divided into 4,368,272 A ordinary shares of €1.26974 each,
                4,505,041 B ordinary shares of €1.26974 each, 50,000 C ordinary shares of
                €0.126974 each and 2 D ordinary shares of €1. All of such issued and
                outstanding shares have been validly issued and are fully paid and
                were
                not issued in violation of any pre-emptive rights. There are no rights,
                agreements or commitments obligating the Company to issue any additional
                shares or any other securities convertible into, exchangeable for
                or
                evidencing the right to subscribe for any shares of the Company.
                

            


    

    


    
      	
            	(b)	
              The
                Shares.
                

            


    

    


    
      	 	
              (i)

            	
              The
                Vendors are the sole legal and beneficial owners of the Shares set
                opposite their names in the First Schedule. 

            


    

    


    
      	 	
              (ii)

            	
              The
                Shares comprise the whole of the allotted and issued share capital
                of the
                Company. There are no shares issued or allotted in any Acquired Company
                which are not legally and beneficially owned by the Vendors, the
                Company
                or another Acquired Company.

            


    

    


    
      	 	
              (iii)

            	
              The
                Shares are fully paid up or credited as fully paid up.
                

            


    

    


    
      	
            	(iv)	
              There
                is no Encumbrance, nor is there any agreement, arrangement or obligation
                to create or give any Encumbrance, on, over or affecting any of the
                Shares
                or any issued or unissued shares of any Acquired Company and no claim
                has
                been made by any person to be entitled to any such
                Encumbrance.

            


    

    


    
      	
            	(v)	
              Save
                as provided in this Agreement:

            


    

    


    
      	
            	(a)	
              there
                is no agreement, arrangement or obligation in force which calls for
                the
                present or future allotment, issue or transfer of, or the grant to
                any
                person of the right (whether conditional or otherwise) to call for
                the
                allotment, issue or transfer of, any share or loan capital of any
                Acquired
                Company (including, without limitation, any option or right of pre-emption
                or conversion in any Acquired
                Company);

            


    

    


    
      	
            	(b)	
              no
                share or loan capital has been created, allotted, issued, acquired,
                repaid
                or redeemed, or agreed to be created, allotted, issued, acquired,
                repaid
                or redeemed, by any Acquired Company since 30 June 2005 of the Acquired
                Companies; and

            


    

     

     

    
      
         

      

      
        48

        
          

        

      

      
         

      

    

     

    
      	
            	(c)	
              all
                rights attaching to the Shares are valid and enforceable by action
                or
                legal proceeding or otherwise.

            


    

    


    
      	
            	(d)	
              Subsidiaries
                and Other Equity Investments.
                Except as set forth in the Part 4.3 of the Disclosure Letter, the
                Company
                does not own, directly or indirectly, any shares of any corporation
                or any
                equity investment in any partnership, association or other business
                organisation. With respect to each Subsidiary that is an issuer of
                any
                shares owned of record by the Company or its Subsidiaries, Part 4.3
                of the
                Disclosure Letter sets forth a true and complete list of its name
                and
                jurisdiction of incorporation. Except as set forth in the Part 4.3
                of the
                Disclosure Letter, neither the Company nor any Subsidiary is a party
                to or
                bound by any contract or agreement to issue or sell or redeem, purchase
                or
                otherwise acquire any shares or any other security of any Subsidiary
                or
                any other security exercisable or exchangeable for or convertible
                into any
                shares or any other security of any Subsidiary, and there is no
                outstanding option, warrant, contract, agreement or arrangement to
                purchase any shares or any other security of any Subsidiary or any
                other
                security exercisable or convertible into any shares or any other
                security
                of any Subsidiary.

            


    

    


    
      	
            	(e)	
              Subsidiaries,
                Associates and Branches

            


    

    


    
      	 	
              (i)

            	
              The
                Company does not have any subsidiary or subsidiary undertaking other
                than
                the Subsidiaries and no Acquired Company has any interest in, and
                has not
                agreed to acquire any interest in, any shares of any other bodies
                corporate other than the Subsidiaries. 

            


    

    


    
      	 	
              (ii)

            	
              The
                shares in the share capital of the Subsidiaries are legally and
                beneficially owned as shown in the Second Schedule free from all
                Encumbrances and are fully paid up or credited as fully paid
                up.

            


    

    


    
      	 	
              (iii)

            	
              No
                Acquired Company has outside Ireland any branch, agency or place
                of
                business, or any permanent establishment (as that expression is defined
                in
                the relevant double taxation relief orders current at the date of
                this
                Agreement).

            


    

    


    
      	 	
              (iv)

            	
              No
                Acquired Company has, or has had, any associated undertaking within
                the
                meaning of the European Communities (Companies: Group Accounts)
                Regulations, 1992.

            


    

     

     

    
      
         

      

      
        49

        
          

        

      

      
         

      

    

     

    
      	 	
              (v)

            	
              No
                Acquired Company has any liability (actual, contingent or otherwise)
                in
                respect of any company or other entity which was formerly a subsidiary
                of
                any Acquired Company.

            


    

     

    
      	
            	4.4	
              FINANCIAL
                STATEMENTS. 

            


    

    


    
      	 	
              (i)

            	
              Vendors
                have delivered to Purchaser: (a) audited consolidated balance sheets
                of
                the acquired companies as at June 30 in each of the years 2004 and
                2005,
                and the related audited consolidated statements of income, changes
                in
                shareholders' equity, and cash flow for each of the fiscal years
                then
                ended, together with the report thereon of Ernst &Young (“Financial
                Statements”). Such Financial Statements and notes have been prepared in
                accordance with the applicable law, standards and practices on a
                basis
                consistent throughout the periods involved and in accordance with
                GAAP.
                The Financial Statements give a true and fair view of the state of
                affairs
                of the Acquired Companies as of their date and profits or losses
                for the
                periods concerned. The Vendors have also delivered to the Purchasers
                an
                unaudited consolidated balance sheet of the Acquired Companies as
                at 24
                February, 2006 (the “Interim Balance Sheet”) and the related unaudited
                consolidated statements of income, changes in the stockholders equity
                and
                cash flow for the 8 months then ended, such financial statements
                and notes
                have been prepared on a basis consistent and adopted on the same
                assumptions as those made in preparing previous management accounts
                for
                the Company and show a reasonably accurate view of the statement
                of
                affairs and profit and loss of the Acquired Companies as at the period
                in
                respect of which they have been prepared subject to normal year end
                adjustments.

            


    

     

    
      	
            	4.5	
              BOOKS
                AND RECORDS. 

            


    

    


    
      	
            	(i)	
              Constitution

            


    

    


    Each
      Acquired Company has at all times carried on its business and affairs in all
      material respects in accordance with its memorandum and articles of association
      or other relevant organisational and governance document for the time being
      and
      the copy of the memorandum and articles of association or other relevant
      organisational and governance document of each of the Acquired Companies
      delivered by the Vendors to the Purchaser is true and complete and, in the
      case
      of such memorandum and articles of association, has embodied therein or annexed
      thereto a copy of every such resolution as is referred to in sections 143(2)
      of
      the Companies Act, 1963.

    


    Registers,
      minute books and statutory books

    


    All
      registers, minute books and other statutory books required to be kept by each
      Acquired Company pursuant to the Companies Acts, 1963 to 2005 have been properly
      kept, contain a true, complete and accurate record of the matters with which
      they should deal and no notice or allegation has been received that any of
      them
      is incorrect or should be rectified.

     

    
      
         

      

      
        50

        
          

        

      

      
         

      

    

    


    Other
      Records

    


    (a)
       Each
      Acquired Company has maintained appropriate records of its activities including
      all requisite books of account (reflecting in accordance with generally accepted
      accounting principles such the financial transactions of such Acquired Company
      or to which it has been a party that are required to be so recorded), minute
      books, registers and records, all of which are up-to-date, complete and accurate
      in all respects and these and all other deeds and documents (properly stamped
      where necessary) belonging to such Acquired Company and its seals are and at
      Completion will be in the possession of such Acquired Company.

    


    (b)
       No
      Acquired Company has or will, pending Completion, have any of its records,
      systems, controls, data or information recorded, stored, maintained, operated
      or
      otherwise dependent upon or held by any means (including any electronic,
      mechanical or photographic process, whether computerised or not) which
      (including all means of access thereto and therefrom and use thereof) are not
      under the exclusive ownership and direct control of the relevant Acquired
      Company.

    


    (c)
       There
      has
      been no breach of any service or maintenance contract relevant to any such
      electronic, mechanical or photographic process or equipment of or used by any
      Acquired Company whereby any person or body providing services or maintenance
      thereunder may have the right to terminate such service or maintenance
      contract.

    


    Returns

    


    All
      returns, particulars, resolutions and other documents required to be delivered
      by each Acquired Company to the Companies Registration Office including, without
      limitation, in respect of all charges granted by any Acquired Company, relevant
      companies registers or any governmental authority have been in all material
      aspects properly and correctly prepared and so delivered.

    


    Powers
      of attorney and authorities

    


    There
      is
      no power of attorney given by any Acquired Company in force and no outstanding
      authority by which any person may enter into any agreement, arrangement or
      obligation to do anything on behalf of any Acquired Company (other than any
      authority of its employees and directors to enter into agreements in the
      Ordinary Course of Business).

    


    Compliance
      with 1990 Act

    


    None
      of
      the Acquired Companies;

     

    
      
         

      

      
        51

        
          

        

      

      
         

      

    

    


    
      	
            	(a)	
              has,
                to the Vendors’ Knowledge, had its affairs investigated pursuant to
                section 7, 8 or 9 of the 1990 Act, nor has there been any investigation
                of
                the ownership of the shares of any of the Acquired Companies pursuant
                to
                section 14 or request pursuant to section 15 of the 1990 Act, nor
                has
                there been a direction made under section 16 of the 1990 Act nor
                an
                investigation pursuant to section 66 of the 1990
                Act;

            


    

    


    
      	
            	(b)	
              has
                entered into any arrangement in breach of section 28 or 29 of the
                1990
                Act;

            


    

    


    
      	
            	(c)	
              has
                made any loans or quasi-loans (within the meaning of section 25 of
                the
                1990 Act), entered into any credit transactions as creditor or entered
                into any guarantee or indemnity or provided any security in connection
                with a loan, quasi-loan or credit transaction in breach of section
                31 of
                the 1990 Act;

            


    

    


    
      	
            	(d)	
              is
                or has been related to any other company for the purpose of section
                140 of
                the 1990 Act and is not and will not at any time be liable to be
                subject
                to an order made under that section by virtue of any act (whether
                of
                commission or omission) that occurred prior to
                Completion;

            


    

    


    
      	
            	(e)	
              has
                had a notice served on it by its auditors pursuant to section 185
                or 194
                of the 1990 Act;

            


    

    


    
      	
            	(f)	
              has
                been struck off and subsequently restored to the register pursuant
                to
                section 311A of the 1963 Act;

            


    

    


    
      	
            	(g)	
              has
                entered into any transaction or arrangement particulars whereof would,
                pursuant to section 41 of the 1990 Act, require to be contained in
                the
                accounts; or

            


    

    


    
      	
            	(h)	
              has
                purchased or redeemed its own shares or those of its holding company
                or
                created treasury shares pursuant to part XI of the 1990
                Act.

            


    

     

    
      	
            	4.6	
              TITLE
                TO PROPERTIES; ENCUMBRANCES. Part
                4.6
                of
                the Disclosure Letter contains an accurate list of all real property,
                leaseholds, or other tangible assets owned or held by any Acquired
                Company
                at 24 February, 2006. The Acquired Companies legally and beneficially
                own
                (with good and marketable title in the case of real property) all
                the
                properties and assets (whether real, personal, or mixed and whether
                tangible or intangible) that they purport to legally and beneficially
                own,
                including all of the properties and assets reflected in the Balance
                Sheet
                and the Interim Balance Sheet (except for property and assets sold
                since
                the date of the Balance Sheet and the Interim Balance Sheet, as the
                case
                may be, in the Ordinary Course of Business), and all of the properties
                and
                assets purchased or otherwise acquired by the Acquired Companies
                since the
                date of the Balance Sheet (except for personal property acquired
                and sold
                since the date of the Balance Sheet in the Ordinary Course of Business).
                All material properties and assets reflected in the Balance Sheet
                and the
                Interim Balance Sheet are free and clear of all Encumbrances, except
                as
                disclosed in Part 4.6 of the Disclosure Letter. The Acquired Companies
                hold valid and binding lease or license agreements for all property
                and
                assets which are used in and material to the operation of the Acquired
                Companies and which is not owned by the Acquired Companies. No Acquired
                Company is a party to, or has any material liability under, any lease
                or
                hire, hire purchase, credit sale or conditional sale
                agreement.

            


    

     

     

    
      
         

      

      
        52

        
          

        

      

      
         

      

    

     

    
      	
            	4.7	
              CONDITION
                AND SUFFICIENCY OF ASSETS. 

            


    

    


    The
      buildings, plants, and structures of the Acquired Companies are, to the Vendors
      Knowledge, structurally sound, and the property and equipment of the Acquired
      Companies are in good operating condition and repair, and are adequate for
      the
      uses to which they are being put, and none of such buildings, plants,
      structures, or equipment is in need of maintenance or repairs except for
      ordinary, routine maintenance and repairs that are not material in nature or
      cost. The building, plants, structures, and equipment of the Acquired Companies
      are sufficient for the continued conduct of the Acquired Companies' businesses
      after the Completion in substantially the same manner as conducted prior to
      the
      Completion.

    


    
      	
            	4.8	
              ACCOUNTS
                RECEIVABLE. Part
                4.8 of the Disclosure Letter contains a complete and accurate list
                of
                accounts receivable ("Accounts
                Receivable")
                of the Acquired Companies as of 24
                February,
                2006
                and
                sets forth the aging of such Accounts Receivable. All Accounts Receivable
                that are reflected on the Balance Sheet, Interim Balance Sheet or
                on the
                accounting records of the Acquired Companies as of the Completion
                Date
                represent or will represent valid obligations arising from sales
                actually
                made or services actually performed in the Ordinary Course of Business.
                Unless paid prior to the Completion Date, and except as disclosed
                in Part
                4.8 of the Disclosure Letter, the Accounts Receivable are or will
                be as of
                the Completion Date current and collectible net of the respective
                reserves
                after debtor financing shown on the Balance Sheet, Interim Balance
                Sheet
                or on the accounting records of the Acquired Companies as of the
                Completion Date (which reserves to the knowledge of the Vendors are
                adequate and calculated consistent with past
                practice).

            


    

    


    
      	 	
              4.9

            	
              INVENTORY.
                All
                inventories of the Acquired Companies are useable or saleable in
                the
                Ordinary Course of Business with
                in one year of the date hereof (based on historical sales and currently
                forecast demand), except for obsolete items and items of below-standard
                quality, all of which have been written off or written down to net
                realizable value in the Financial Statements of the Company.

            


    

    


    
      	
            	4.10	
              INDEBTEDNESS.
                

            


    

    


    (i) Indebtedness

     

    
      
         

      

      
        53

        
          

        

      

      
         

      

    

    


    Except
      as
      disclosed in the accounts of the Acquired Companies or in the Disclosure Letter,
      no Acquired Company has outstanding or agreed to create or incur any loan
      capital, borrowing or indebtedness in the nature of borrowing, including,
      without limitation, any bank overdrafts, liabilities under acceptances or
      acceptance credits.

    


    (ii) Guarantees
      and indemnities

    


    (a) No
      Acquired Company is a party to or has any material liability (including, without
      limitation, any contingent liability) under any guarantee, indemnity, bond,
      facility or other agreement to secure, or otherwise incur financial or other
      obligations with respect to, an obligation of a third party.

    


    (b) None
      of
      the loan capital, borrowings or indebtedness in the nature of borrowing of
      any
      Acquired Company is dependent on the guarantee or indemnity of, or any security
      provided by, a third party (including another Acquired Company). 

    


    (iii) Events
      of
      default

    


    
      	 	 	
              No
                event has occurred or, to the Vendors’ Knowledge, been alleged
                which:

            


    

    


    (a)
       constitutes
      an event of default, or otherwise gives rise to an obligation to repay, under
      any agreement relating to borrowing or indebtedness in the nature of borrowing
      or which would lead to any Encumbrance constituted or created in connection
      with
      any borrowing or indebtedness in the nature of borrowing, guarantee or
      indemnity, or which would lead to any other obligation of any Acquired Company,
      becoming enforceable;

    


    (b) would
      constitute such an event of default or would lead to such security or obligation
      becoming enforceable with the giving of notice or lapse of time or both;
      or

    


    (c) would,
      or
      would be likely to, give rise to an obligation for any Acquired Company to
      repay
      any monetary compensatory amounts, export refunds, intervention payments or
      other like subsidies.

    


    (iv)
      Grants

    


    (a) No
      Acquired Company is under any liability to repay any investment or other grant
      or subsidy made to it by any body; no circumstances have arisen in which any
      such body would or might be entitled to require repayment of, or refuse an
      application by any Acquired Company for, any such grant or subsidy either in
      whole or in part and neither the execution nor performance of this Agreement
      will constitute such circumstances.

     

    
      
         

      

      
        54

        
          

        

      

      
         

      

    

    


    (b) Full
      particulars of all agreements, claims, leases and other arrangements between
      each Acquired Company and any other grant body are set out in the Disclosure
      Letter.

    


    (v) Borrowings

    


    (a) Full
      and
      accurate details of all loan, overdraft and other financial facilities available
      to any Acquired Companies are set out in the Disclosure Letter and neither
      the
      Vendors nor any Acquired Company have done anything whereby they may be
      prejudiced.

    


    (b) The
      total
      amount borrowed by each Acquired Company from each of its bankers does not
      exceed its respective overdraft facility limits.

    


    (c) The
      total
      amount borrowed by each Acquired Company does not exceed any limitation on
      such
      Acquired Company’s borrowings powers contained in its Articles of Association or
      in any debenture or other deed or document or agreement binding it.

    


    (d) No
      Acquired Company has outstanding (nor has it agreed to create or issue) any
      loan
      capital nor has it factored any of its debts or engaged in financing of a type
      which would not require to be shown or reflected in the Accounts nor borrowed
      any money which it has not repaid save for borrowings not exceeding the amounts
      shown in the Accounts.

    


    (e) No
      Acquired Company has since the last accounts date for the Acquired Companies
      repaid or become liable to repay any loan or indebtedness in advance of its
      stated date of maturity.

    


    (vi) Continued
      availability of Facilities

    


    (a) The
      Disclosure Letter sets out full and accurate details of all debentures,
      acceptance credits, overdrafts, loan or other financial facilities outstanding
      or available to each Acquired Company (together the "Facilities") and there
      are
      attached to it accurate and complete copies of all material documents relating
      to the Facilities.

    


    (b) There
      has
      been no contravention of or non-compliance with any of the provisions of such
      documents.

    


    (c) No
      steps
      for early repayment of any indebtedness of any Acquired Company has been taken
      or threatened.

    


    (d) There
      have not been any circumstances, nor are there existing circumstances whereby
      the continuation of any of the Facilities might be prejudiced or which may
      give
      rise to any alteration in the terms and conditions of any of the
      Facilities.

     

    
      
         

      

      
        55

        
          

        

      

      
         

      

    

    


    (e) None
      of
      the Facilities is dependent on the guarantee or indemnity of or any security
      provided by a third party (including of any Acquired Company).

    


    (f) As
      a
      result of the acquisition of the Shares by the Purchaser or any other thing
      contemplated by this Agreement none of the Facilities may be terminated or
      mature prior to its stated date of maturity.

    


    (vii) Bank
      accounts

    


    No
      Acquired Company has any bank accounts save as disclosed in the Disclosure
      Letter.

     

    
      	
            	4.11	
              TAXES.
                Each
                of the Acquired Companies has accurately prepared and filed all Tax
                Returns required to be filed prior to the date of this Agreement.
                True and
                complete copies of each of the most recent of any such Tax Returns,
                and
                such other returns and statements requested by Purchaser, have been
                provided to Purchaser. All such Tax Returns were true and correct
                in all
                material respects. Any Tax required to be paid or withheld with respect
                to
                the periods covered by such Tax Returns have been paid or withheld.
                The
                liabilities for unpaid Taxes shown on the Balance Sheet and the Interim
                Balance Sheet are and will be sufficient to pay all Taxes accrued
                through
                the date thereof and not reported on and paid with Tax Returns filed
                by
                the Acquired Companies prior to the Completion Date. No Tax liability
                will
                be incurred by the Acquired Companies as a result of the transactions
                contemplated by this Agreement. None of the Acquired Companies has
                been
                delinquent in the payment of any Tax, or in the filing of any Tax
                Return,
                and the Acquired Companies have not requested any extension of time
                in
                which to file any Tax Return with respect to any period prior to
                the
                Completion Date. Except as described in Part 4.11 of the Disclosure
                Letter, (i) none of the Acquired Companies has had any Tax deficiency
                proposed or assessed against it; (ii) no audit of any Tax Return
                of the
                any of the Acquired Companies is in progress or threatened; (iii)
                no
                director, officer or employee of an Acquired Company responsible
                for Tax
                matters expects any Tax Authority to assess any additional Taxes
                for any
                pre-Completion period for which Tax Returns have been filed; and
                (iv) no
                waiver or agreement by an Acquired Company is in force for the extension
                of time for the assessment or payment of any Tax. No Vendor nor any
                other
                officer or employee of an Acquired Company, has been contacted by
                a Tax
                Authority in connection with any personal liability for employment
                or
                sales Taxes that would otherwise be due and payable by an Acquired
                Company. No claim has ever been made by any Tax Authority in a
                jurisdiction where an Acquired Company does not file Tax Returns
                that it
                is or may be subject to Taxation by that jurisdiction. There are
                no
                security interests on any of the assets of the Acquired Companies
                that
                arose in connection with any failure (or alleged failure) to pay
                any Tax.
                The Acquired Companies are not and have never been party to or bound
                by
                any Tax sharing agreement. 

            


    

     

     

    
      
         

      

      
        56

        
          

        

      

      
         

      

    

     

    
      	
            	4.12	
              NO
                MATERIAL ADVERSE CHANGE. Since
                the date of the Interim Balance Sheet, there has not been any material
                adverse change in the business, operations, properties, prospects,
                assets,
                or condition of any Acquired Company, and no event has occurred or
                circumstance exists that may result in such a material adverse
                change.

            


    

    


    
      	
            	4.13	
              EMPLOYEE
                BENEFITS. 

            


    

    


    
      	
            	(a)	
              Part
                4.13 of the Disclosure Letter sets forth a true and complete list
                of all
                written and oral pension, profit sharing, retirement, deferred
                compensation, stock purchase, stock option, incentive compensation,
                bonus,
                vacation, severance, sickness or disability, hospitalization, individual
                and group health and accident insurance, individual and group life
                insurance and other material employee benefit plans, programs, commitments
                or funding arrangements maintained by the Acquired Companies, to
                which any
                Acquired Company is a party, or under which any Acquired Company
                has any
                obligations, present or future (other than obligations to pay current
                wages, salaries or sales commissions terminable on notice of thirty
                (30)
                days or less) in respect of, or which otherwise cover or benefit,
                any of
                the current or former officers, employees or sales representatives
                (whether or not employees) of any Acquired Company, or their beneficiaries
                (hereinafter individually referred to as "Employee
                Benefit Plan"
                and collectively referred to as "Employee
                Benefit Plans").
                Vendors have delivered or made available to Purchaser true and complete
                copies of all documents, as they may have been amended to the date
                hereof,
                embodying the terms of the Employee Benefit Plans.
                

            


    

    


    
      	 	
              (b)

            	
              Except
                as set forth in Part 4.13 of the Disclosure Letter, each Employee
                Benefit
                Plan described therein is in full force and effect in accordance
                with its
                terms and is being maintained, administered and operated in all material
                respects in accordance with its terms. There are no material actions,
                suits or claims pending (other than routine claims for benefits),
                or, to
                the Vendors’ Knowledge, threatened, against any Employee Benefit Plan,
                against any Acquired Company, or any administrator, fiduciary, accountant,
                actuary, attorney or other third-party service provider (collectively,
                the
                "Service
                Providers")
                with respect to an Employee Benefit Plan. To the knowledge of the
                Vendors
                the Acquired Companies and Service Providers have performed all material
                obligations required to be performed by them with respect to, and
                they are
                not in default under or in violation of, any Employee Benefit Plan,
                in any
                material respect, and the Acquired Companies and the Service Providers
                are
                in compliance in all material respects with all Legal Requirements
                applicable to the Employee Benefit Plans.


            


    

     

     

    
      
         

      

      
        57

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              Except
                as set forth in Part 4.13 of the Disclosure Letter, no Acquired Company
                is
                a party to any agreement to provide nor does it have an obligation
                to
                provide any individual, or such individual’s spouse or dependent, with any
                benefit following his or her retirement or termination of employment,
                nor
                his or her spouse, any dependent or any beneficiary subsequent to
                his or
                her death, with retirement, medical or life insurance or any benefit
                under
                any employee pension benefit plan and any employee welfare benefit
                plan.

            


    

    


    
      	 	
              (d)

            	
              No
                Employee Benefit Plan, Service Provider, or Acquired Company has
                any
                liability to any plan participant, beneficiary or other Person under
                any
                Legal Requirement attributable to the breach of any of its obligation
                with
                respect to any Employee Benefit Plan. No Acquired Company is delinquent
                or
                in arrears with respect to any contributions due under any Employee
                Benefit Plan. The Acquired Companies have satisfied all contribution
                obligations that have accrued prior to the Completion
                Date.

            


    

    


    
      	
            	4.14	
              COMPLIANCE
                WITH LEGAL REQUIREMENTS; GOVERNMENTAL
                AUTHORISATIONS

            


    

    


    (a) Except
      as
      set forth in Part 4.14 of the Disclosure Letter:

    


    
      	 	
              (i)

            	
              to
                the Vendors' Knowledge, each Acquired Company is, and at all times
                since 1
                January 2004 has been, in full compliance with each Legal Requirement
                that
                is or was applicable to it or to the conduct or operation of its
                business
                or the ownership or use of any of its
                assets;

            


    

    


    
      	 	
              (ii)

            	
              to
                the Vendors’ Knowledge, no event has occurred or circumstance exists that
                (with or without notice or lapse of time) (A) may constitute or result
                in
                a violation by any Acquired Company of, or a failure on the part
                of any
                Acquired Company to comply with, any Legal Requirement, or (B) may
                give
                rise to any obligation on the part of any Acquired Company to undertake,
                or to bear all or any portion of the cost of, any remedial action
                of any
                nature; and

            


    

    


    
      	 	
              (iii)

            	
              no
                Acquired Company has received, at any time since 1 January 2004,
                any
                notice or other communication (whether oral or written) from any
                Governmental Body or any other Person regard-ing (A) any actual,
                alleged,
                possible, or potential violation of, or failure to comply with, any
                Legal
                Requirement, or (B) any actual, alleged, possible, or potential obligation
                on the part of any Acquired Company to undertake, or to bear all
                or any
                portion of the cost of, any remedial action of any
                nature.

            


    

    


    
      	 	
              (b)

            	
              Part
                4.14 of the Disclosure Letter contains a complete and accurate list
                of
                each Governmental Authorisation that is held by any Acquired Company
                or
                that otherwise relates to the business of, or to any of the assets
                owned
                or used by, any Acquired Company. Each Governmental Authorisation
                listed
                or required to be listed in Part 4.14 of the Disclosure Letter is
                valid
                and in full force and effect. Except as set forth in Part 4.14 of
                the
                Disclosure Letter:

            


    

     

     

    
      
         

      

      
        58

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              each
                Acquired Company is, and at all times since 1 January 2004 has been,
                in
                full compliance with all of the terms and requirements of each
                Governmental Authorisation identified or required to be identified
                in Part
                4.14of the Disclosure Letter;

            


    

    


    
      	 	
              (ii)

            	
              no
                event has occurred or circumstance exists that may (with or without
                notice
                or lapse of time) (A) constitute or result directly or indirectly
                in a
                violation of or a failure to comply with any term or requirement
                of any
                Governmental Authorisation listed or required to be listed in Part
                4.14 of
                the Disclosure Letter, or (B) result directly or indirectly in the
                revocation, withdrawal, suspension, cancellation, or termination
                of, or
                any modification to, any Governmental Authorisation listed or required
                to
                be listed in Part 4.14 of the Disclosure
                Letter;

            


    

    


    
      	 	
              (iii)

            	
              no
                Acquired Company has received, at any time since 1 January 2004,
                any
                notice or other communication (whether oral or written) from any
                Governmental Body or any other Person regarding (A) any actual, alleged,
                possible, or potential violation of or failure to comply with any
                term or
                requirement of any Governmental Authorisation, or (B) any actual,
                proposed, possible, or potential revocation, withdrawal, suspension,
                cancellation, termi-nation of, or modification to any Governmental
                Authorisation; and

            


    

    


    
      	 	
              (iv)

            	
              all
                applications required to have been filed for the renewal of the
                Governmental Authorisations listed or required to be listed in Part
                4.14
                of the Disclosure Letter have been duly filed on a timely basis with
                the
                appropriate Governmental Bodies, and all other filings required to
                have
                been made with respect to such Governmental Authorisations have been
                duly
                made on a timely basis with the appropriate Governmental
                Bodies.

            


    

    


    
      	 	
              (c)

            	
              The
                Governmental Authorisations listed in Part 4.14 of the Disclosure
                Letter
                collectively constitute all of the Governmental Authorisations necessary
                to permit the Acquired Companies to lawfully conduct and operate
                their
                businesses in the manner they currently conduct and operate such
                businesses and to permit the Acquired Companies to own and use their
                assets in the manner in which they currently own and use such
                assets.

            


    

    


    
      	
            	4.15	
              INSOLVENCY

            


    

    


    
      	
            	(i)	
              No
                order

            


    

     

    
      
         

      

      
        59

        
          

        

      

      
         

      

    

    


    No
      order
      has been made or no circumstance to Vendor’s Knowledge that would lead to,
      petition presented or resolution passed for the winding up or dissolution of
      any
      Acquired Company or for the appointment of a liquidator or examiner to any
      Acquired Company.

    


    
      
        	
              	(i)	
                No
                  receiver

              


      

    

    


    No
      receiver has been appointed by any person over the whole or any part of the
      business or assets of any Acquired Company.

    


    
      	
            	(ii)	
              Not
                insolvent

            


    

    


    No
      Acquired Company is insolvent or unable to pay its debts as they fall
      due.

    


    
      	
            	(iii)	
              Payment
                of debts

            


    

    


    No
      Acquired Company has stopped paying its debts as they fall due.

    


    
      	
            	(iv)	
              No
                distress etc.

            


    

    


    No
      distress, execution, sequestration or other process has been levied in respect
      of any of the assets of any Acquired Company.

    


    
      	
            	(v)	
              Composition
                or Schemes etc.

            


    

    


    No
      composition in satisfaction of the debts of any of the Acquired Companies,
      or
      scheme of arrangement of its affairs, or compromise or arrangement between
      it
      and its creditors or members or any class of its creditors or members, has
      been
      proposed, sanctioned or approved.

    


    
      	
            	(vi)	
              Crystallisation
                of Charges

            


    

    


    No
      event
      has occurred causing, or which upon intervention or notice by any third party
      may cause, any floating charge created by any of the Acquired Companies to
      crystallise or any charge created by it to become enforceable, nor has any
      such
      crystallisation occurred or is such enforcement in process.

    


    
      	
            	(vii)	
              Rights
                of Third Parties

            


    

    


    In
      relation to any property or assets held by each of the Acquired Companies under
      any hire purchase, conditional sale, chattel leasing, retention of title
      agreement or otherwise belonging to a third party, no event has occurred which
      entitles, or which upon intervention or notice by the third party may entitle,
      the third party to repossess the property or assets concerning or terminate
      the
      agreement or any licence in respect of the same.

     

    
      60

      
        

      

    

    

    

    


    
      	
            	(viii)	
              Notices
                Received

            


    

    


    No
      notices from the Revenue Commissioners under section 1001 of the Taxes
      Consolidation Act, 1997, nor any notices in a relevant jurisdiction of a similar
      or analogous effect, have been received by any director of any of the Acquired
      Companies.

    


    
      	
            	(ix)	
              Statutory
                Demand

            


    

     

    No
      21-day
      notices or other statutory demand whether under section 214 of the 1963 Act
      or
      otherwise has been received by any Acquired Company in any relevant
      jurisdiction.

    


    
      	
            	4.16	
              COMPETITION 

            


    

    


    
      	 	
              (i)
                

            	
              Competition
                law

            


    

    
      	 	 	 


    

    
      	 	 	
              No
                Acquired Company has engaged in any commercial arrangement or any
                behaviour whatsoever that infringed or would be likely to infringe
                Articles 81 or 82 of the EC Treaty or Sections 4 or 5 of the Competition
                Act, 2002 or any Irish competition rules in force prior to the entry
                into
                operation of Sections 4 or 5 of the Competition Act
                2002.

            


    

    


    
      	 	
              (ii)

            	
              Investigations

            


    

    
      	 	 	 


    

    No
      Acquired Company has received notification in respect of or, to the Knowledge
      of
      the Vendors, been subject to an investigation by the Competition Authority,
      the
      Commission of the European Communities, the Ombudsman, the Director of Consumer
      Affairs or any competition or governmental authority of Ireland or any other
      country in respect of any aspect of the business of the Acquired Company. No
      Acquired Company has given an undertaking to the Competition Authority or to
      the
      competition authority of any other country pursuant to an investigation
      conducted by that authority or authorities.

    


    
      	 	
              (iii)
                

            	
              EU
                and Irish Merger law

            


    

    
      	 	
               

            	 


    

    No
      Acquired Company is or has been subject to the notification requirements of
      Part
      III of the Competition Act, 2002 or the EU Merger Regulation 2004 or any related
      legislation for the time being in force prior to the entry into operation of
      the
      aforementioned legislative instruments.

    


    
      	
            	(iv)	
              Irish
                competition law

            


    

    


    
      	 	
              (a)

            	
              No
                Acquired Company is or has been a party to, or engaged in, any agreement,
                arrangement, decision, concerted practice or activity which was prohibited
                by section 4(1) of the Competition Act, 1991, or which is prohibited
                by
                section 4(1) of the Competition Act,
                2002.

            


    

    


    
      	 	
              (b)

            	
              No
                Acquired Company has made any notification to the Competition Authority
                requesting a licence pursuant to section 4(2) of the Competition
                Act, 1991
                or a certificate pursuant to section 4(4) of the Competition Act,
                1991.

            


    

     

     

    
      
         

      

      
        61

        
          

        

      

      
         

      

    

     

    
      	
            	(c)	
              No
                Acquired Company has committed, contrary to section 5 of the Competition
                Act, 1991, or section 5 of the Competition Act, 2002, any abuse,
                either
                alone or jointly with any other undertaking, of a dominant position
                within
                the State or a substantial part of the
                State.

            


    

    


    
      	 	
              (d)

            	
              An
                authorised officer appointed pursuant to section 20 of the Competition
                Act, 1991 or pursuant to section 45 of the Competition Act, 2002
                has not
                entered and inspected any premises at or vehicles in or by means
                of which
                any Acquired Company carries on business nor required such Acquired
                Company nor any person employed in connection with the Business to
                produce
                any books, documents or records and has not inspected, copied or
                taken
                extracts from any such books, documents and records nor required
                such
                Acquired Company nor any person to provide any information in regard
                to
                entries in such books, documents and records or in regard to such
                Acquired
                Company or its business or in regard to the persons employed in connection
                therewith.

            


    

    


    
      	 	
              (e)

            	
              No
                petition has been presented by a person pursuant to section 6(1)
                of the
                Competition Act, 1991 or pursuant to section 14 of the Competition
                Act,
                2002 for an injunction or declaration or damages including exemplary
                damages in relation to any agreement decision, concerted practice
                or
                action in which any Acquired Company is or has been involved nor
                has any
                such injunction or declaration or damages been
                granted.

            


    

    


    
      	 	
              (f)

            	
              No
                petition has been presented by the Minister pursuant to section 6(4)
                of
                the Competition Act, 1991 for an injunction or declaration in relation
                to
                any agreement, decision, concerted practice or action in which any
                Acquired Company is or has been involved nor has any such injunction
                or
                declaration been granted.

            


    

    


    
      	 	
              (g)

            	
              No
                proceedings have been issued to any group company, director, manager
                or
                other officer or employee of any Acquired Company pursuant to section
                8 of
                the Competition Act, 2002 in relation to any agreement, decision
                or action
                in which any Acquired Company or any director, manager or other officer
                or
                employee of any Acquired Company is or has been involved and no group
                company, director, manager or other officer or employee of any Acquired
                Company has been convicted of an offence under section
                8.

            


    

    


    
      	 	
              (h)

            	
              No
                investigation has been carried out by the Competition Authority pursuant
                to section 14 of the Competition Act, 1991 as to whether, in the
                opinion
                of the Authority, any Acquired Company is in a dominant position
                and, it
                is, whether the dominant position is being abused and the Minister
                has not
                made an order pursuant to section 14(3) of the Competition Act, 1991
                either (a) prohibiting the continuance of a dominant position enjoyed
                by
                any Acquired Company except on conditions specified in the order
                or (b)
                requiring the adjustment of the dominant
                position.

            


    

     

     

    
      
         

      

      
        62

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              The
                Competition Authority has not pursuant to its powers under section
                7 of
                the Schedule to the Competition Act, 1991 or pursuant to its powers
                under
                section 31 of the Competition Act, 2002, done any of the following
                in
                relation to any officer or employee of any Acquired
                Company:

            


    

    


    
      	 	
              (i)

            	
              summoned
                one or more of them as a witness to attending before the
                Authority;

            


    

    


    
      	 	
              (ii)

            	
              examined
                on oath any such person or persons summonsed to attend before the
                Authority;

            


    

    


    
      	 	
              (iii)

            	
              required
                any such person or persons summonsed to appear as a witness before
                the
                Authority to produce to the Authority any document in the power or
                control
                of any such person or persons.

            


    

    


    (d) Mergers
      Control

    


    
      	 	
              (i)

            	
              Save
                in respect of the present transaction no order has been made under
                the
                Mergers Act which directly or indirectly affects the business of
                any
                Acquired Company.

            


    

    


    
      	 	
              (ii)

            	
              In
                relation to every merger or take-over in which any Acquired Company
                was
                involved prior to the date of this Agreement and to which the Mergers
                Act
                applied, the Minister has issued a statement in writing prior to
                completion of the merger or take-over concerned stating that he had
                decided not to make an order under section 9 of the Mergers Act in
                relation to the proposed merger or
                takeover.

            


    

    


    
      	 	
              (iii)

            	
              The
                Minister has not referred any proposed merger or take-over in which
                any
                Acquired Company is involved and to which the Mergers Act applies
                to the
                Competition Authority for investigation pursuant to section 7(b)
                of the
                Mergers Act.

            


    

    


    
      	 	
              (iv)

            	
              No
                Acquired Company has been the object of a report of the Competition
                Authority under section 8(1) of the Mergers Act stating whether,
                in the
                opinion of the Authority, a proposed merger or takeover would be
                likely to
                prevent or restrict competition or restrain trade in any goods or
                services
                and would be likely to operate against the common
                good.

            


    

    


    
      	 	
              (v)

            	
              Since
                3rd July, 1978 none of the Acquired Companies has been a party to
                any
                transaction notifiable pursuant to section 5 of the Mergers
                Act.

            


    

     

     

    
      
         

      

      
        63

        
          

        

      

      
         

      

    

     

    
      	 	
              (vi)

            	
              Since
                1st January, 2003, in relation to every merger or acquisition in
                which a
                Acquired Company was involved prior to the date of this agreement
                and to
                which the Competition Act, 2002 required a notification, or a notification
                has been made, the Competition Authority has determined that the
                merger or
                acquisition could be put into effect and any such merger or acquisition
                has been put into effect within one year of that
                determination.

            


    

    


    
      	 	
              (vii)

            	
              Since
                1st January, 2003, in relation to every merger or acquisition which
                a
                Acquired Company was involved, the Competition Authority has not
                carried
                out a full investigation under Section 22 of the Competition Act,
                2002.

            


    

    


    
      	 	
              (viii)

            	
              Since
                1st January, 2003, in relation to every merger or acquisition in
                which a
                Acquired Company was involved, the Competition Authority has not
                determined that the merger or acquisition could be put into effect
                only
                subject to conditions specified by
                it.

            


    

    


    
      	 	
              (ix)

            	
              Since
                1st January, 2003, in relation to every merger or acquisition in
                which a
                Acquired Company was involved, the Acquired Company has not offered
                proposals to the Competition Authority under Section 20(3) which
                have
                become binding commitments on the Acquired
                Company.

            


    

    


    
      	
            	(i)	
              Concentrations
                with a community dimension

            


    

    


    
      	 	 	
              No
                Acquired Company is or has been involved prior to or at the date
                of this
                Agreement in any arrangement or transaction or agreement which is
                or was a
                concentration with a community dimension within the meaning of Council
                Regulation (EEC) No. 4064/89 of 21st December 1989 on the control
                of
                concentrations between undertakings (the “Merger
                Control Regulation”)
                and no Acquired Company is or has been involved prior to or at the
                date of
                this Agreement in any arrangement or transaction or agreement which
                at the
                request of a Member State has been the subject of findings or decisions
                of
                the Commission of the European Communities pursuant to Article 22
                of the
                Merger Control Regulation.

            


    

    


    
      	 	
              (vii)

            	
              State
                Aid

            


    

    
      	 	 	 


    

    
      	 	 	
              No
                Acquired Company has ever received, nor is a Acquired Company proposing
                to
                receive, any aid (as that term is understood for the purposes of
                Articles
                87 to 89 of the Treaty of Rome) from a Member State of the European
                community or from State resources.

            


    

    


    
      	
            	4.17	
              LITIGATION
                AND COMPLIANCE WITH LAW

            


    

    


    
      	
            	(i)	
              Litigation

            


    

     

     

    
      
         

      

      
        64

        
          

        

      

      
         

      

    

     

    
      	 	
              (a)

            	
              No
                Acquired Company, to the Vendors’ Knowledge, and no person for whose acts
                or defaults any Acquired Company may be vicariously liable is involved,
                or
                has at any time been involved, in any civil, criminal, arbitration
                or
                other proceedings and no civil, criminal, arbitration or other proceedings
                are pending, or threatened, by or against any Acquired Company, to
                the
                Vendors’ Knowledge, or any person for whose acts or defaults any Acquired
                Company may be vicariously liable.

            


    

    


    
      	 	
              (b)

            	
              No
                fact or circumstance exists which is likely to give rise to any civil,
                criminal, arbitration or other proceedings involving any Acquired
                Company,
                to the Vendors’ Knowledge, or any person for whose acts or defaults any
                Acquired Company may be vicariously
                liable.

            


    

    


    
      	 	
              (c)

            	
              There
                is no outstanding judgment, order, decree, arbitral award or decision
                of
                any court, tribunal, arbitrator or governmental agency against any
                Acquired Company, to the Vendors’ Knowledge, or any person for whose acts
                or defaults any Acquired Company may be vicariously
                liable.

            


    

    


    
      	
            	(ii)	
              Compliance
                with law

            


    

    


    Each
      Acquired Company has conducted its business in all material respects in
      accordance with all applicable legal requirements in Ireland and
      elsewhere. 

    


    
      	
            	(iii)	
              Defective
                Products/Services

            


    

    


    The
      Acquired Companies have not manufactured, imported, sold or supplied products
      or
      supplied services which are or were in any material respect faulty or defective
      or which do not comply in any material respect with any warranties or
      representations expressly or implicitly made by the Acquired Companies, or
      with
      all applicable laws, regulations, standards and requirements.

    


    
      	
            	(iv)	
              Investigations

            


    

    


    There
      have been and are no governmental or other investigations or enquiries or
      disciplinary proceedings concerning any Acquired Company; none are pending
      or
      threatened.

    


    
      	
            	(v)	
              Directors
                and other Officers

            


    

    


    (a) None
      of
      the persons who at present is, or who at any time within the last three years
      was, a director or officer of any of the Acquired Companies is, or at any
      material time was, ineligible to be a director by reason of the Companies Acts,
      1963 to 2005.

    


    (b) None
      of
      the directors or other officers of any of the Acquired Companies has been
      declared by a court to be a person to whom chapter I of part IV of the 1990
      Act
      applies, nor has any person been or is an auditor, director or other officer
      in
      any way, whether directly or indirectly, concerned or taken part in the
      promotion, formation or management of any of the Acquired Companies in breach
      of
      Section 160 of the 1990 Act.

     

    
      
         

      

      
        65

        
          

        

      

      
         

      

    

    


    (c) the
      only
      directors and other officers of the Acquired Companies are the persons whose
      names are listed in Schedule 2 and no person is or has been a shadow director
      (within the meaning of section 27 of the 1990 Act) of any Acquired
      Company.

    


    
      	
            	(vi)	
              Unlawful
                payments

            


    

    


    No
      Acquired Company, to Vendor’s Knowledge, and no person for whose acts or
      defaults any Acquired Company may be vicariously liable has:

    


    (a) induced
      any person to enter into any agreement or arrangement with any Acquired Company
      by means of any unlawful or immoral payment, contribution, gift, or other
      inducement;

    


    (b) offered
      or made any unlawful or immoral payment, contribution, gift or other inducement
      to any government or other public official or employee; or

    


    (c) directly
      or indirectly made any unlawful contribution to any political
      activity.

    


    
      	
            	(viii)	
              General

            


    

    


    (a) All
      returns and all information required to be supplied by the Acquired Companies
      to
      the Revenue Commissioners, the Department of Health, the Department of Social
      Welfare, the Department of Enterprise and Employment and any other relevant
      governmental, regulatory, municipal and local authorities (in any country of
      the
      world) in connection with the business of the Acquired Companies have been
      so
      supplied when so requested and the same were and are complete true and accurate
      in all material respects.

    


    (b) Full
      details of all present negotiations with and investigations and enquiries by
      any
      of the public authorities referred to in the immediately preceding paragraph
      concerning any material liability (or alleged liability) actual or contingent
      of
      or any material act or omission of any Acquired Company (or any officer,
      employee or agent of the Acquired Company in such capacity) have been disclosed
      to the Purchaser and in respect of all such negotiations, investigations and
      enquiries full and frank disclosure of all material facts was made to such
      public authorities concerned and all information supplied to them was true
      and
      accurate in all respects and there were and are no circumstances which would
      render any such information inaccurate untrue or misleading in any
      respect.

    


    
      	
            	(ix)	
              RoHS
                Compliance

            


    

    


    The
      Acquired Companies have established Restriction of Hazardous Substances (RoHS)
      compliance of their products based on a full internal review of processes,
      as
      well as components supplied by customer-specified or outside approved vendors
      in
      connection with the Directive 2002/95/EC of the European Parliament and of
      the
      Council of 27 January 2003 on the restriction of the use of certain hazardous
      substances in electrical and electronic equipment.

     

    
      
         

      

      
        66

        
          

        

      

      
         

      

    

    


    
      	
            	4.18	
              ABSENCE
                OF CERTAIN CHANGES AND EVENTS

            


    

    


    Except
      as
      set forth in Part 4.18 of the Disclosure Letter, since the date of the Interim
      Balance Sheet, the Acquired Companies have conducted their businesses only
      in
      the Ordinary Course of Business and there has not been any:

    


    
      	
            	(a)	
              change
                in any Acquired Company's authorised or issued share capital; grant
                of any
                share option or right to purchase shares of any Acquired Company;
                issuance
                of any security con-vertible into such share capital; grant of any
                registration rights of any of the Acquired Companies securities;
                purchase,
                redemption, retirement, or other acquisition by any Acquired Company
                or
                declaration or payment of any dividend or other distribution or payment
                in
                respect of any of its shares;

            


    

    


    
      	
            	(b)	
              amendment
                to the Organisational Documents of any Acquired
                Company;

            


    

    


    
      	 	
              (c)

            	
              except
                in the Ordinary Course of Business, payment or increase by any Acquired
                Company of any bonuses, salaries, or other compensation to any
                shareholder, director, officer, or employee, or entry into any employment,
                severance, or similar Contract with any director, officer, or
                employee;

            


    

    


    
      	 	
              (d)

            	
              except
                in the Ordinary Course of Business, adoption of, or increase in the
                payments to or benefits under, any profit sharing, bonus, deferred
                compensation, savings, insurance, pension, retirement, or other employee
                benefit plan for or with any employees of any Acquired
                Company;

            


    

    


    
      	 	
              (e)

            	
              damage
                to or destruction or loss of any asset or property of any Acquired
                Company, whether or not covered by insurance, materially and adversely
                affecting the properties, assets, business, financial condition,
                or
                prospects of any Acquired Company;

            


    

    


    
      	 	
              (f)

            	
              entry
                into, termination of, or receipt of notice of termination of (i)
                any
                license, distributorship, dealer, sales representative, joint venture,
                credit, or similar agreement, or (ii) any Contract or transac-tion
                involving a total remaining commitment by or to any Acquired Company
                of at
                least €31,743.45;

            


    

    


    
      	 	
              (g)

            	
              other
                than in the Ordinary Course of Business, sale, lease, or other disposition
                of any asset or property of any Acquired Company or mortgage, pledge,
                or
                imposition of any Encumbrance on any material asset or property of
                any
                Acquired Company, including the sale, lease, or other disposition
                of any
                of the Intellectual Property
                Assets;

            


    

     

     

    
      
         

      

      
        67

        
          

        

      

      
         

      

    

     

    
      	 	
              (h)

            	
              cancellation
                or waiver of any claims or rights with a value to any Acquired Company
                in
                excess of , individually or in the aggregate,
                €31,743.45;

            


    

    


    
      	 	
              (i)

            	
              material
                change in the accounting methods used by any Acquired Company;
                or

            


    

    


    
      	 	
              (j)

            	
              agreement,
                whether oral or written, by any Acquired Company to do any of the
                foregoing.

            


    

     

    
      	
            	4.19	
              CONTRACTS;
                NO DEFAULTS.

            


    

    


    (a) Part
      4.19
      of the Disclosure Letter contains a complete and accurate list, and Vendors
      have
      delivered to Purchaser true and complete copies (if in writing), of each
      Applicable Contract involving expenditures in excess of €10,000 in any twelve
      month period.

    


    (b) Except
      as
      set forth in Part 4.19(b) of the Disclosure Letter, each contract identified
      or
      required to be identified in Part 4.19(a) of the Disclosure Letter is in full
      force and effect.

    


    (c) To
      the
      Knowledge of the Vendors, except as set forth in Part 4.19(c) of the Disclosure
      Letter, no event has occurred or circumstance exists that (with or without
      notice or lapse of time) may contravene, conflict with, or result in a violation
      or breach of, or give any Acquired Company or other Person the right to declare
      a default or exercise any remedy under, or to accelerate the maturity or
      performance of, or to cancel, terminate, or modify any contract identified
      in
      Part 4.19(a) of the Disclosure Letter.

    


    (d) Except
      as
      set forth in Part 4.19(d) of the Disclosure Letter, no customer of any Acquired
      Company is entitled to or customarily receives discounts, allowances, volume
      rebates or similar reductions in price or trade terms other than in the Ordinary
      Course of Business.

    


    (e) No
      party
      with whom any Acquired Company has entered into any agreement or arrangement
      has
      given any notice of its intention to terminate, or has otherwise sought to
      repudiate or disclaim, the agreement or arrangement. 

    


    (f) No
      Acquired Company and no party with whom any Acquired Company has entered into
      any agreement or arrangement is in material breach under the agreement or
      arrangement. No matter exists which might give rise to a breach of this type.
      

    


    
      	
            	4.20	
              INSURANCE.
                

            


    

    


    (a) Part
      4.20
      of the Disclosure Letter lists all material policies or binders of fire,
      liability (including product liability), worker’s compensation, vehicular,
      casualty, title or other insurance held by or on behalf of any Acquired Company
      (specifying the insurer, the policy number or covering note number with respect
      to binders, the amount of coverage thereunder and describing each pending claim
      thereunder other than routine claims for coverage under a group medical plan
      insurance policy).

     

    
      
         

      

      
        68

        
          

        

      

      
         

      

    

    


    (b) All
      policies described in Part 4.20 of the Disclosure Letter are sufficient for
      compliance with all Legal Requirements and of all applicable agreements to
      which
      any Acquired Company is a party or by which any Acquired Company is bound,
      (ii)
      are, to the Vendors’ Knowledge, valid, outstanding and enforceable policies, and
      (iii) to the Vendors’ Knowledge, except as listed on Part 4.20 of the Disclosure
      Letter, will not be affected by, terminate, or lapse by reason of, the
      transactions contemplated by this Agreement. To the Vendors’ Knowledge, no
      Acquired Company is in default with respect to any provision contained in any
      policy described in Part 4.20 of the Disclosure Letter or has failed to give
      any
      material notice or present any material claim under any such policy in a due
      and
      timely fashion. Except for claims set forth in Part 4.20 of the Disclosure
      Letter and routine medical claims, there are no outstanding unpaid claims under
      any such policy.

    


    (c) No
      Acquired Company has received a notice of cancellation or non-renewal of any
      such policy or binder and, to the Vendors’ Knowledge, there is no material
      inaccuracy in any application for any such policy or binder, failure to pay
      premiums when due or other similar state of facts which would form the basis
      for
      termination of any such insurance. Part 4.20 of the Disclosure Letter contains
      a
      brief description of the Acquired Companies’ general liability loss history
      under the policies of insurance therein listed.

    


    (d) To
      the
      Vendors’ Knowledge, nothing has been done or omitted to be done by any Acquired
      Company which is likely to result in an increase in premium under any insurance
      or indemnity policy. 

    


    (e) All
      claims made by any Acquired Company under its past and present insurance
      policies have been settled in full by the relevant insurers. 

    


    
      	
            	4.21	
              ENVIRONMENTAL
                MATTERS.

            


    

    


    Except
      as
      set forth in Part 4.21 of the Disclosure Letter:

    


    (a) To
      the
      Knowledge of the Vendors there have not been any activities, events or
      conditions in, on or under the Acquired Company Real Property or any other
      real
      property which has been owned, leased, occupied or under the control of any
      Acquired Company (for purposes of this Section 4.21, collectively, the "Real
      Property") at any time during the period such Real Property was owned, leased,
      occupied or controlled by the Acquired Companies or, to Vendors Knowledge,
      at
      any time prior thereto, involving the presence, handling, use, generation,
      treatment, storage, or disposal of any Hazardous Substances in violation of
      applicable Environmental Laws.

     

    
      
         

      

      
        69

        
          

        

      

      
         

      

    

    


    (b) To
      the
      Knowledge of the Vendors there have not been any Releases of any Hazardous
      Substances at, to or from any of the Real Property (including without limitation
      any such Releases at any other property of any Hazardous Substances generated
      by
      any Acquired Company at any time since the Real Property has been owned, leased,
      occupied or controlled by any Acquired Company) or, to the Vendors’ Knowledge,
      at any time prior thereto that (i) is or was in material violation of applicable
      Environmental Law to the extent that such Environmental Laws provide applicable
      standards defining acceptable levels of Hazardous Substances; (ii) could
      reasonably be expected to result in the imposition of a claim being attached
      to
      any Real Property that could have a material adverse effect on the
      Company.

    


    (c) (i)
      To
      the Knowledge of the Vendors, each Acquired Company has been at all times and
      is
      now in material compliance with all, and has not received notice that it is
      otherwise subject to any unsatisfied liability under any, Environmental Laws;
      (ii) there is no pending or, to Vendors Knowledge, threatened litigation,
      investigation or enforcement action, administrative order or notice of violation
      brought under any Environmental Law concerning any of the Acquired Companies’
operations or the Real Property; and (iii) none of the Acquired Companies has
      received any unsatisfied request for information, notice of claim, demand or
      other notification or allegation that it is or may be potentially responsible
      for any threatened or actual Release of Hazardous Substances.

    


    (d) Part
      4.21
      of the Disclosure Letter contains a complete list of all environmental audits
      or
      reports regarding the Real Property performed by or on behalf of any Acquired
      Company during the past five years, and Vendors have made copies of all such
      audits or reports available to Purchaser.

    


    
      	 	
              4.22

            	
              EMPLOYEES.
                

            


    

    


    
      	
            	(i)	
              General

            


    

    


    
      	 	
              (a)

            	
              There
                are in existence service agreements or employment contracts with
                all
                officers and or employees of any Acquired Company. No consultancy
                agreements or arrangements exist between any Acquired Company and
                any
                third party.

            


    

    


    
      	 	
              (b)

            	
              There
                is not in existence any service agreement with any officer or employee
                of
                any Acquired Company which cannot be terminated by three months’ notice or
                less without giving rise to any claim for damages or compensation
                (other
                than a statutory redundancy payment or statutory compensation for
                unfair
                dismissal) and no Acquired Company has received notice of resignation
                from
                any key employees and there are no commitments or undertakings to
                any such
                persons other than as set forth in formal written agreements or contracts
                already disclosed in writing to the
                Purchaser.

            


    

     

     

    
      
         

      

      
        70

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              No
                offers of employment have been made to employees who have accepted
                but not
                yet commenced employment.

            


    

    


    
      	 	
              (d)

            	
              Full
                particulars are contained in the Disclosure Letter of employee details,
                including employee name, job title, contract status, start date,
                length of
                service, date of last pay review, annual pay, health insurance (if
                relevant), disability health insurance (if relevant), permanent health
                insurance (if relevant), percentage of pension paid by the Company,
                vacation entitlement days, bonus plan (if relevant), employee sales
                commission plan (if relevant), company car (if relevant). Section
                4.22 of
                the Disclosure Letter contains all material employment-related
                provisions.

            


    

     

    
      	 	
              (e)

            	
              The
                basis of the remuneration payable to the officers or employees of
                each
                Acquired Company is the same as that in force at the date of the
                Interim
                Balance Sheet and no Acquired Company is obliged to increase or has
                made
                any provision to increase the aggregate annual remuneration payable
                to the
                officers and employees by more than five per
                cent.

            


    

    


    
      	 	
              (f)

            	
              There
                are no amounts owing to any present or former officers or employees
                of any
                Acquired Company other than remuneration accrued to date or for
                disbursement of business expenses details of which are contained
                in the
                Disclosure Letter.

            


    

    


    
      	 	
              (g)

            	
              There
                is no agreement or arrangement between any Acquired Company and any
                officer or employee or former employee with respect to his employment,
                his
                ceasing to be employed or his retirement which is not included in
                the
                written terms of his employment or service or previous employment
                or
                service (as the case may be).

            


    

    


    
      	 	
              (h)

            	
              Each
                Acquired Company has maintained current and adequate records regarding
                the
                service of each of its current and former officers and employees
                including, without limitation, details of terms of employment, holidays,
                working hours and rest breaks, payment of sick pay, statutory maternity
                pay, disciplinary and health and safety matters, PAYE and PRSI payments
                and termination of employment.

            


    

    


    
      	 	
              (i)

            	
              No
                current or former officer or employee of any Acquired Company has
                given or
                received notice terminating his or her employment since the date
                of the
                Interim Balance Sheet. 

            


    

    


    
      	 	
              (j)

            	
              No
                employee or officer of any Acquired Company is assigned or employed
                wholly
                or mainly outside of Ireland.

            


    

    


    
      	 	
              (k)

            	
              No
                employee or former employee of any Acquired Company is currently
                on
                maternity leave, paternity leave, parental leave, adoptive leave,
                carer’s
                leave, study leave or other approved absence (other than holiday
                leave) or
                has a right to return to work pursuant to the Maternity Protection
                Acts,
                1994 and 2004, the Adoptive Leave Act, 1995, the Parental Leave Act,
                1998
                or the Carer’s Leave Act, 2001, or has or may have a right to be
                reinstated or re-engaged and no employee of any Acquired Company
                is on
                long term absence from work due to ill
                health.

            


    

     

     

    
      
         

      

      
        71

        
          

        

      

      
         

      

    

     

    
      	
            	(l)	
              On
                or prior to completion:-

            


    

    


    
      	 	
              (A)

            	
              all
                PRSI contributions (both employer’s and employees’) due and payable by
                each Acquired Company will have been duly
                paid;

            


    

    


    
      	 	
              (B)

            	
              all
                amounts due to the Revenue Commissioners in respect of deductions
                which
                have been made or which should have been made by any Acquired Company
                in
                accordance with PAYE regulations from time to time in force have
                been
                deducted so that no Acquired Company will have any liability in respect
                thereof;

            


    

    


    
      	 	
              (C)

            	
              all
                certificates relating to matters referred to in this paragraph which
                by
                law are required to be given by employers to employees (as defined)
                have
                been given to all employees of Acquired Companies and are true and
                accurate in all material respects.

            


    

    


    
      	 	
              (m)

            	
              There
                are no schemes in operation by or in relation to a Acquired Company
                whereunder any employee of a Acquired Company or any other person
                whatsoever is entitled to a commission, incentive payment, remuneration
                bonus or other payment of any sort calculated by reference to the
                whole or
                any part of the turnover, profits or sales of the Acquired
                Company.

            


    

    


    
      	 	
              (n)

            	
              Every
                employee or former employee of each Acquired Company who should have
                been
                treated as employed for tax purposes has been so
                treated.

            


    

    


    
      	
            	(o)	
              No
                Acquired Company has incurred any
                liability:

            


    

    


    
      	 	
              (A)

            	
              for
                breach or termination of or variation of any service agreement with
                any of
                its officers or employees or former officers or employees including,
                without limitation, redundancy payments, protective awards, compensation
                for wrongful dismissal or unfair dismissal or failure to comply with
                any
                order for the reinstatement or re-engagement of any officer or employee
                or
                former officer or employee; and

            


    

    


    
      	 	
              (B)

            	
              for
                breach or termination of any consultancy
                agreement.

            


    

     

     

    
      
         

      

      
        72

        
          

        

      

      
         

      

    

     

    
      	 	
              (p)

            	
              There
                is no agreement or arrangement between any of the Acquired Companies
                and
                any of its employees or former employees with respect to past and/or
                current redundancy payments;

            


    

    


    
      	 	
              (q)

            	
              No
                Acquired Company has in existence nor is it proposing to introduce
                a sick
                pay scheme;

            


    

    


    
      	 	
              (r)

            	
              No
                Acquired Company has agreed to make any payment to its employees
                on
                maternity or other protective
                leave;

            


    

    


    
      	 	
              (s)

            	
              No
                Acquired Company pays nor is it proposing to introduce payment of
                commission to any of its employees;

            


    

    


    
      	 	
              (t)

            	
              No
                employee is in receipt of or entitled to more than 20 days holidays
                per
                calendar year;

            


    

    


    
      	 	
              (u)

            	
              Save
                as disclosed in the Disclosure Letter, there is no agreement or
                arrangement between any Acquired Company and any of its employees
                with
                respect to payment by any of the Acquired Companies of any of its
                employee’s medical
                insurance/VHI/BUPA/VIVAS.

            


    

    


    
      	 	
              (v)

            	
              Save
                as disclosed in the Disclosure Letter, there is no agreement or
                arrangement between any Acquired Companies and any of its employees
                or
                officers with respect to payment by any of the Acquired Companies
                of a car
                allowance or provision of a car to any of its employees or
                officers;

            


    

    


    
      	 	
              (w)

            	
              No
                Acquired Company is liable to make payment to any person pursuant
                to the
                Employment Equality Act, 1977 the Anti-Discrimination (Pay) Act,
                1974 or
                the Employment Equality Acts, 1998 to
                2004.

            


    

    


    
      	
            	(ii)	
              Payments
                on termination

            


    

    


    Except
      as
      disclosed in the Accounts:

    


    
      	
            	(a)	
              no
                liability has been incurred by any Acquired Company for breach or
                termination of any service agreement or employment contract with
                any of
                its employees or former employees including, without limitation,
                redundancy payments, protective awards, compensation for wrongful
                dismissal or unfair dismissal or failure to comply with any order
                for the
                reinstatement or re-engagement of any employee or former
                employee; 

            


    

    


    
      	 	
              (b)

            	
              no
                liability has been incurred by any Acquired Company for breach or
                termination of any consultancy agreement or other contract for services;
                and

            


    

     

     

    
      
         

      

      
        73

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              no
                Acquired Company has made or agreed to make or promised any payment
                or
                provided or agreed to provide any material benefit or gratuitous
                payment
                to any current or former officer or employee of any Acquired Company
                or
                any dependent of any current or former officer or employee in connection
                with the actual or proposed termination or suspension of employment
                or
                variation of any service agreement of any present or former director
                or
                employee.

            


    

    


    
      	
            	(iii)	
              Non-allowable
                Payments

            


    

    


    None
      of
      the Acquired Companies has made or agreed to make any payment to or provided
      or
      agreed to provide any benefit for any current or former officer or employee
      which is not allowable as a deduction for the purposes of Taxation.

    


    
      	
            	(iv)	
              Liabilities
                for Employees 

            


    

    


    None
      of
      the Acquired members is liable to pay any industrial training levy nor has
      outstanding any undischarged liability to pay to any governmental or regulatory
      authority in any jurisdiction any contribution, Taxation or other impost arising
      in connection with the employment or engagement of current or former officers
      or
      employees by it.

    


    
      	
            	(v)	
              Claims
                by Employees

            


    

    


    There
      are
      no claims in existence, pending or, to the Vendors’ Knowledge, threatened
      against any of the Acquired Companies:

    


    
      	 	
              (a)

            	
              by
                a current or former employee or workman or third party, in respect
                of any
                accident or injury which is not fully covered by insurance;
                

            


    

    


    
      	 	
              (b)

            	
              by
                a current or former officer or employee in relation to his terms
                and
                conditions of employment or appointment;
                or

            


    

    


    
      	 	
              (c)

            	
              by
                a current or former employee for unfair dismissal, notice, redundancy,
                wrongful dismissal or breach of
                contract;

            


    

    


    nor
      is
      any Acquired company aware of any circumstances which would give rise to such
      a
      claim. 

    


    
      	
            	(vi)	
              Compliance
                with Statutes

            


    

    


    Each
      of
      the Acquired Companies has in relation to each of its officers and employees
      (and, so far as relevant, to each of its former officers and employees) complied
      in all material respects with:

    


    
      	 	
              (a)

            	
              all
                obligations imposed by it by Article 141 of the Treaty of Rome;
                

            


    

     

     

    
      
         

      

      
        74

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              all
                statutes, regulations and codes of conduct and practice relevant
                to the
                relations between it and its employees or any trade
                union;

            


    

    


    
      	 	
              (c)

            	
              all
                collective agreements, customs and practices for the time being dealing
                with such relations or the conditions of service of its
                employees;

            


    

    


    
      	 	
              (d)

            	
              all
                relevant orders and awards made under any relevant statute, regulation
                or
                code of conduct or practice affecting the conditions of service of
                its
                employees;

            


    

    


    
      	 	
              (e)

            	
              all
                obligations imposed by the European Communities (Protection of Employees
                on Transfer of Undertakings) Regulations, 2003 in relation to any
                sale,
                purchase or other transfer coming within the terms of those Regulations;
                

            


    

    


    
      	 	
              (f)

            	
              all
                obligations imposed by the Safety, Health and Welfare at Work Act,
                2005
                and all regulations pursuant thereto and amending legislation in
                force
                from time to time;

            


    

    


    
      	 	
              (g)

            	
              all
                recommendations, decisions and determinations made by Industrial
                Relations
                Officers, the Labour Relations Commission, Rights Commissioners,
                Equality
                Officers, the Employment Appeals Tribunal or by the Labour Court;
                and

            


    

    


    
      	 	
              (h)

            	
              all
                obligations in respect of part-time workers imposed by the Protection
                of
                Employees (Part-Time Work) Act,
                2001.

            


    

    


    
      	
            	(vii)	
              Industrial
                Disputes and Negotiations

            


    

    


    None
      of
      the Acquired Companies is involved in any dispute or negotiation regarding
      a
      claim of material importance with any trade unions or association of trade
      unions or organisation or body of employees, and no facts or circumstances
      exist
      which might lead to any such dispute and during the past two calendar years,
      none of the Acquired Companies has had a strike or lockout or any other labour
      disputes which has materially disrupted their businesses.  

    


    
      	
            	(viii)	
              Redundancies
                and transfer of business

            


    

    


    Within
      the period of one year ending on the date of this Agreement, no Acquired Company
      has:

    


    
      	 	
              (a)

            	
              given
                notice of any redundancies to its employees and/or the Minister for
                Enterprise, Trade and Employment or started consultations in respect
                of
                redundancies with any trade union or directly with employees and/or
                their
                representatives whether pursuant to Part II of the Protection of
                Employment Act, 1977 and 2000 or Regulation 7 of the European Communities
                (Safeguarding of Employees’ Rights on Transfer of Undertakings)
                Regulations 1980 and 2000 or otherwise;
                and

            


    

     

     

    
      
         

      

      
        75

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              been
                a party to any relevant transfer within the scope of the European
                Communities (Safeguarding of Employees’ Rights on Transfer of
                Undertakings) Regulations, 1980 and 2000 nor has any Acquired Companies
                member failed to comply with any duty to inform and consult any trade
                union under those Regulations.

            


    

    


    
      	
            	(ix)	
              Trade
                Unions

            


    

    


    Full
      and
      complete details of all recognised trade unions and all collective bargaining
      or
      procedural or other agreements or arrangements in existence relating or relevant
      to any of the employees of the Acquired Companies and of the current state
      of
      any negotiations with any trade union staff association or other organisation
      formed for a similar purpose which might affect the terms and conditions of
      employment of any employees are set out in the Disclosure Letter.

    


    
      	
            	(x)	
              Incentive
                Schemes

            


    

    


    No
      Acquired Company has in existence not is it proposing to introduce any share
      incentive, share option, profit sharing, bonus or other incentive scheme for
      any
      of its consultants, officers or employees.

    


    
      	
            	(xi)	
              Training

            


    

    


    There
      is
      no training scheme, arrangement or proposal in existence at the date of this
      Agreement in relation to any Acquired Company.

    


    
      	
            	4.23	
              PENSIONS
                AND OTHER BENEFITS

            


    

     

    
      	
            	(i)	
              Definitions

            


    

    


    For
      the
      purposes of the Warranties in this Section 4.23

     

    "Approved"
      means
      exempt approved by the Revenue Commissioners for the purposes of Section 774
      of
      Taxes Consolidation Act, 1997 and reference to "Approval" shall be construed
      accordingly;

     

    “Defined
      Contribution Scheme”
      means a
      scheme under which the amount of the benefits other than some or all of the
      benefits payable on death before becoming a pensioner, payable to or in respect
      of a member of the scheme is calculated by reference to the contributions made
      to the scheme by and in respect of the member within the meaning of section
      2 of
      the Pensions Act.

     

    “Pensions
      Act”
      means
      the Pensions Acts 1990 to 2005 and all regulations promulgated
      thereunder.

     

    
      
         

      

      
        76

        
          

        

      

      
         

      

    

     

    "Pension
      Schemes"
      means
      the Betatherm Ireland Limited Retirement Benefit Scheme established by
      Declaration of Trust dated 6 December 1996 and the Betatherm Ireland Limited
      Retirement Solutions Plan established by Declaration of Trust on 17 February
      2000.

     

    “PHI
      Scheme”
      means
      the Betatherm Ireland Limited PHI Scheme established with Friends First - Scheme
      No. 705770.

     

    
      	
            	(ii)	
              Documentation

            


    

    


    Full
      details of each of the Pension Schemes and the PHI Scheme have been given to
      the
      Purchaser in the form of true and complete copies of:

     

    (a) all
      agreements, deeds and rules governing or relating to each of the Pension Schemes
      and the PHI Scheme and all announcements, booklets and other explanatory
      literature or communications issued to employees; and

    


    (b) in
      the
      case of any of the Pension Schemes in relation to which the trustees or managers
      are required to obtain audited accounts, the audited accounts of the relevant
      Pension Scheme for the last scheme year; and 

    


    (c) all
      policies effected with and agreements with any insurance company for the
      purposes of the Pension Schemes (or any of them) and the PHI Scheme;
      and

    


    (d) any
      agreement with any person providing services of any nature in connection with
      any of the Pension Schemes or the PHI Scheme including, without limitation,
      investment management or advisory services, administration and data processing
      services.

    


    
      	
            	(iii)	
              No other
                obligations

            


    

    


    (a) Except
      for the Pension Schemes and the PHI Scheme there are not in operation, and
      no
      proposal has been announced to enter into or establish, any agreement,
      arrangement, custom or practice (whether legally enforceable or not or whether
      or not Approved) for the payment of, or payment of any contributions towards,
      any pensions, allowances, lump sum or other like benefits or retirement, death,
      termination of employment (whether voluntary or not) or during periods of
      sickness or disablement, for the benefit of any employee or officer or former
      employee or officer or for the benefit of the dependants of any of
      them.

    


    (b) No
      Acquired Company has any obligation under or in connection with any of the
      Pension Schemes or the PHI Scheme in respect of any past or present employee
      or
      officer or any dependant or beneficiary or any of them other than under the
      documents referred to at 4.23 (ii) which documents contain full and accurate
      details of all benefits payable under each of the Pension Schemes and the PHI
      Scheme.

     

    
      
         

      

      
        77

        
          

        

      

      
         

      

    

    


    (c) No
      plan,
      proposal or intention to amend, discontinue in whole or in part or exercise
      any
      discretion in relation to any of the Pension Schemes or the PHI Scheme has
      been
      communicated to any person.

    


    (d) Neither
      any Acquired Company nor the trustees or administrator of any of the Pension
      Schemes has given in relation to any of the Pension Schemes or its current
      or
      former assets, liabilities or members, any indemnity, undertaking or guarantee
      (apart from any general indemnity in favour of the trustees under the governing
      documents and in respect of any such general indemnity no event or omission
      has
      occurred which might result in any Acquired Company incurring any liability
      under same).

    


    (e) Each
      Acquired Company may terminate its liability to contribute to each Pension
      Scheme without notice, without the consent of any person and without further
      payment.

    


    
      	
            	(iv)	
              Discretionary practices

            


    

     

    No
      discretion or power has been exercised under any of the Pension Schemes or
      the
      PHI Scheme in respect of any past or present employee or officer or dependant
      of
      any of them to:

    


    
      	
            	(a)	
              augment
                benefits; or

            


    

     

    
      	 	
              (b)

            	
              admit
                to membership any person who would not otherwise have been eligible
                for
                admission to membership; or 

            


    

     

    
      	 	
              (c)

            	
              admit
                to membership any person on terms which provided for or envisaged
                the
                payment of a transfer value or a transfer of assets from another
                scheme to
                any of the Pension Schemes in a case in which the payment or transfer
                has
                not been made or has not been made in full;
                or

            


    

     

    
      	
            	(d)	
              provide
                a benefit which would not otherwise be provided;
                or

            


    

     

    
      	
            	(e)	
              pay
                a contribution which would not otherwise have been
                paid.

            


    

     

    
      	
            	(v)	
              Defined Contribution Schemes

            


    

    


    In
      relation to each Pension Scheme which is a Defined Contribution
      Scheme:

    


    
      	 	
              (a)

            	
              the
                Purchaser has been notified of the rates at which contributions to
                the
                Pension Scheme have been paid in respect of each member of the Pension
                Scheme and the basis on which they are calculated and whether they
                are
                paid in advance or in arrear; and

            


    

    


    
      	 	
              (b)

            	
              no
                assurance, promise or guarantee (whether oral or written) has been
                made or
                given to any past or present employee or officer of any particular
                level
                or amount of benefits to be provided for in respect of him on retirement,
                death or leaving service under the Pension Scheme;
                and

            


    

     

     

    
      
         

      

      
        78

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              all
                contributions due to the Pension Scheme have been paid in full by
                the due
                date for payment in accordance with the requirements of section 58A
                of the
                Pensions Act; and

            


    

    


    
      	 	
              (d)

            	
              the
                Pension Scheme was established as a Defined Contribution Scheme and
                has
                not previously been converted from a Defined Benefit Scheme and was
                not
                established in succession to a Defined Benefit Scheme relating to
                the same
                employment.

            


    

    


    
      	
            	(vi)	
              Compliance

            


    

    


    
      	 	
              (a)

            	
              Each
                Pension Scheme is Approved and, so far as the Vendors are aware,
                there are
                no circumstances which might give the Revenue Commissioners reason
                to
                withdraw Approval.

            


    

    


    
      	 	
              (b)

            	
              Each
                Pension Scheme has been designed to comply with, and has been administered
                in accordance with:

            


    

    


    
      	 	
              (i)

            	
              all
                applicable laws including, without limitation, the Pensions Act and
                all
                relevant statutes and subordinate legislation of Ireland and all
                relevant
                provisions of the laws of the European Communities;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                trusts, powers and provisions of the relevant Pension Scheme;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                requirements of the Retirement Benefits District of the Revenue
                Commissioners for exempt approval.

            


    

     

    
      	 	
              (c)

            	
              Each
                Pension Scheme is registered with the Pensions Board as required
                by the
                Pensions Act.

            


    

    


    
      	 	
              (d)

            	
              The
                Occupational Pension Schemes (Member Participation in the Selection
                of
                Trustees) Regulations, 1994, have never been invoked in respect of
                any of
                the Pension Schemes.

            


    

    


    
      	 	
              (e)

            	
              So
                far as the Vendors are aware, there has been no breach of the trusts
                of
                any of the Pension Schemes and the PHI Scheme and there are no actions,
                suits or claims (other than routine claims for benefits) outstanding,
                pending or threatened against the trustees or administrator of any
                of the
                Pension Schemes or the PHI Scheme or against any Acquired Company
                or any
                other employer participating in any of the Pension Schemes or the
                PHI
                Scheme in respect of any act, event, omission or other matter arising
                out
                of or in connection with the Pension Schemes or PHI Scheme as the
                case may
                be and there are no circumstances which may give rise to any such
                claim.

            


    

    


    
      	 	
              (f)

            	
              There
                are no “excluded employees” as defined in Part X of the Pensions Act.
                

            


    

     

     

    
      
         

      

      
        79

        
          

        

      

      
         

      

    

     

    
      	 	
              (g)

            	
              Each
                Pension scheme is a Defined Contribution Scheme and has not been
                represented as anything other than a Defined Contribution Scheme
                to any
                past or present member. 

            


    

    


    
      	
            	(vii)	
              Insurance

            


    

    


    All
      benefits (other than refunds of contributions) payable under each of the Pension
      Schemes and the PHI Scheme on the death of a member of any of the Pension
      Schemes or the PHI Scheme or during periods of sickness or disability of the
      member are at the date of this agreement fully insured under a policy effected
      with an insurance company of good repute and each member has been covered for
      such insurance by such insurance company at its normal rates and on its normal
      terms for persons in good health and all insurance premiums payable have been
      paid.

     

    
      	
            	(viii)	
              Membership

            


    

    


    
      	 	
              (a)

            	
              The
                Purchaser has been furnished with a true and complete list of the
                present
                and former employees who are or were members of each of the Pension
                Schemes and the PHI Scheme with all particulars of them relevant
                to their
                membership of the applicable Pension Scheme and/or the PHI Scheme
                as are
                necessary to establish their entitlement to
                benefits.

            


    

    


    
      	 	
              (b)

            	
              Each
                past or present employee or officer who has been admitted to or promised
                admission to membership of any of the Pension Schemes or the PHI
                Scheme
                has been admitted or promised admission as of the date on which he
                first
                became entitled to admission and the substance of the terms of the
                admission or promised admission have been communicated to such past
                or
                present employee or officer.

            


    

    


    
      	
            	(ix)	
              Pension scheme
                assets

            


    

     

    
      	 	
              (a)

            	
              The
                trustees of each of the Pension Schemes have legal title to all the
                assets
                of the Pension Scheme of which they are the trustees and there are
                no
                encumbrances over any of the assets of any of the Pension
                Schemes.

            


    

    


    
      	 	
              (b)

            	
              No
                person holds as an asset of any of the Pension Schemes any securities
                issued by, properties leased to or occupied by, and no loans have
                been
                made out of the assets of any of the Pension Schemes which are at
                the date
                of this agreement outstanding to, the Vendors or any company connected
                with any of them.

            


    

    


    
      	
            	(x)	
              Part
                Time and Fixed
                Term Employees

            


    

     

    There
      are
      no past or present part time or fixed term employees who are or were excluded
      from or ineligible for membership of any of the Pension Schemes.

     

    
      
         

      

      
        80

        
          

        

      

      
         

      

    

     

    
      	
            	(xi)	
              Group Companies

            


    

     

    
      	 	
              (a)

            	
              No
                company other than the Acquired Company participates in any of the
                Pension
                Schemes.

            


    

     

    
      	 	
              (b)

            	
              Each
                Acquired Company has been properly admitted to participation in each
                Pension Scheme and has duly complied with its obligations under each
                Pension Scheme and all amounts due to be paid to each Pension Scheme
                from
                each Acquired Company and its employees have been
                paid.

            


    

     

    
      	
            	4.24	
              INTELLECTUAL
                PROPERTY. 

            


    

    


    
      	 	
              (i)

            	
              Intellectual
                Property Assets.
                The term "Intellectual Property Assets"
                includes:

            


    

    


    
      	
            	(a)	
              the
                names of each of the Acquired Companies, all fictional business names,
                trading names, domain names, registered and unregistered trademarks,
                service marks, and applications (collectively, "Marks") of the Acquired
                Companies or owned, used or licensed by any Acquired Company as licencee
                or licensor;

            


    

    


    
      	
            	(b)	
              all
                patents, patent applications, (including supplementary protection
                certificates) (collectively, "Patents") of the Acquired Companies
                or
                owned, used or licenced by any Acquired Company as licencee or
                licensor;

            


    

    


    
      	
            	(c)	
              all
                copyrights in both published works and unpublished works (including
                copyright in computer programs) (collectively, "Copyrights") of the
                Acquired Companies or owned, used or licenced by any Acquired Company
                as
                licencee or licensor; 

            


    

    


    
      	 	
              (d)

            	
              all
                know-how, trade secrets, confidential information, customer lists,
                software, technical information, data, database rights, process
                tech-nology, plans, drawings, and blue prints (collectively, "Trade
                Secrets") of the Acquired Company or owned, used, or licensed by
                any
                Acquired Company as licensee or licensor;
                and

            


    

    


    
      	 	
              (e)

            	
              and
                all other intellectual property rights of a similar or corresponding
                character (including all associated goodwill), enforceable anywhere
                in the
                world (whether or not the same are registered or capable of registration)
                and all applications for, or for the protection of any of the foregoing.
                

            


    

    


    
      	
            	(ii)	
              Agreements.
                Part 4.24(ii) of the Disclosure Letter contains a complete and accurate
                list and summary description, including any royalties paid or received
                by
                the Acquired Companies, of all Contracts relating to the Intellectual
                Property Assets to which any Acquired Company is a party or by which
                any
                Acquired Company is bound, except for any license implied by the
                sale of a
                product and perpetual, paid-up licenses for commonly available software
                programs with a value of less than €1,269.74 under which an Acquired
                Company is the licensee. There are no outstanding and, to Vendors'
                Knowledge, no Threatened disputes or disagreements with respect to
                any
                such agreement.

            


    

     

     

    
      
         

      

      
        81

        
          

        

      

      
         

      

    

     

    
      	 	
              (iii)
                

            	
              Know-How
                Necessary for the Business.

            


    

    


    
      	
            	(a)	
              The
                Intellectual Property Assets are to the Knowledge of the Vendors
                all those
                necessary for the operation of the Acquired Companies' businesses
                as they
                are currently conducted. One or more of the Acquired Companies is
                the
                owner of all right, title, and interest in and to, or has the right
                to
                use, each of the Intellectual Property Assets, free and clear of
                all
                liens, security interests, charges, encumbrances, equities, and other
                adverse claims, and has to the knowledge of the Vendors the right
                to use
                without payment to a third party all of the Intellectual Property
                Assets.

            


    

    


    
      	 	
              (b)

            	
              Except
                as set forth in Part 4.24(iii)(b) of the Disclosure Letter, all former
                and
                current employees of each Acquired Company have executed written
                Contracts
                with one or more of the Acquired Companies that assign to one or
                more of
                the Acquired Companies all rights to any inventions, improvements,
                discoveries, or information relating to the business of any Acquired
                Company. To Vendors’ Knowledge, no employee of any Acquired Company has
                entered into any Contract that restricts or limits in any way the
                scope or
                type of work in which the employee may be engaged or requires the
                employee
                to transfer, assign, or disclose information concerning his work
                to anyone
                other than one or more of the Acquired
                Companies.

            


    

    


    
      	
            	(iv)	
              Patents.

            


    

    


    
      	
            	(a)	
              Part
                4.24(iv) of the Disclosure Letter contains a complete and accurate
                list
                and summary description of all Patents. One or more of the Acquired
                Companies is the owner of all right, title, and interest in and to
                each of
                the Patents, free and clear of all liens, security interests, charges,
                encumbrances, entities, and other adverse
                claims.

            


    

    


    
      	 	
              (b)

            	
              All
                of the issued Patents are currently in compliance with formal legal
                requirements (including payment of filing, examination, and maintenance
                fees and proofs of working or use), are valid and enforceable, and
                are not
                subject to any maintenance fees or taxes or actions falling due within
                ninety days after the Completion
                Date.

            


    

    


    
      	 	
              (c)

            	
              No
                Patent has been or is now involved in any interfer-ence, reissue,
                reexamination, or opposition proceeding. To Vendors' Knowledge, there
                is
                no potentially interfering patent or patent application of any third
                party.

            


    

     

     

    
      
         

      

      
        82

        
          

        

      

      
         

      

    

     

    
      	 	
              (d)

            	
              No
                Patent is, to Vendors' Knowledge, infringed or has been challenged
                or
                threatened in any way. To Vendors Knowledge, none of the products
                manufactured and sold, nor any process or know-how used, by any Acquired
                Company infringes or is to Vendors Knowledge alleged to infringe
                any
                patent or other proprietary right of any other
                Person.

            


    

    


    
      	 	
              (e)

            	
              All
                products made, used, or sold under the Patents have been marked with
                the
                proper patent notice.

            


    

    


    
      	
            	(v)	
              Trademarks.

            


    

    


    
      	
            	(a)	
              Part
                4.24(v) of Disclosure Letter contains a complete and accurate list
                and
                summary description of all Marks. One or more of the Acquired Companies
                is
                the owner of all right, title, and interest in and to each of the
                Marks,
                free and clear of all liens, security interests, charges, encumbrances,
                equities, and other adverse claims.

            


    

    


    
      	 	
              (b)

            	
              All
                Marks that have been registered with any Governmental Body are currently
                in compliance with all formal legal requirements (including the timely
                post-registration filing of affidavits of use and incontestability
                and
                renewal applications), are valid and enforceable, and are not subject
                to
                any maintenance fees or taxes or actions falling due within ninety
                days
                after the Completion Date.

            


    

    


    
      	 	
              (c)

            	
              No
                Mark has been or is now involved in any opposition, invalidation,
                or
                cancellation and, to Vendors' Knowledge, no such action is Threatened
                with
                the respect to any of the Marks.

            


    

    


    
      	 	
              (d)

            	
              To
                Vendors' Knowledge, there is no potentially interfer-ing trademark
                or
                trademark application of any third
                party.

            


    

    


    


    
      	 	
              (e)

            	
              No
                Mark is, to Vendors' Knowledge, infringed or has been challenged
                or
                threatened in any way. None of the Marks used by any Acquired Company
                infringes or is to Vendors Knowledge alleged to infringe any trade
                name,
                trademark, or service mark of any third
                party.

            


    

    


    
      	 	
              (f)

            	
              All
                products and materials containing a Mark bear the proper registration
                notice where permitted by law.

            


    

    


    
      	
            	(vi)	
              Copyrights.

            


    

    


    
      	
            	(a)	
              Part
                4.24(vi) of the Disclosure Letter contains a complete and accurate
                list
                and summary description of all Copyrights. One or more of the Acquired
                Companies is the owner of all right, title, and interest in and to
                each of
                the Copyrights, free and clear of all liens, security interests,
                charges,
                encumbrances, equities, and other adverse
                claims.

            


    

     

     

    
      
         

      

      
        83

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              All
                the Copyrights have been registered and are currently in compliance
                with
                formal legal requirements, are valid and
                enforceable.

            


    

    


    
      	 	
              (c)

            	
              No
                Copyright is, to Vendors' Knowledge, infringed or has been challenged
                or
                threatened in any way. None of the subject matter of any of the Copyrights
                infringes or is to Vendors Knowledge alleged to infringe any copyright
                of
                any third party or is a derivative work based on the work of a third
                party.

            


    

    


    
      	 	
              (d)

            	
              All
                works encompassed by the Copyrights have been marked with the proper
                copyright notice.

            


    

    


    
      	
            	(vii)	
              Trade
                Secrets.

            


    

    


    
      	 	
              (a)

            	
              With
                respect to each Trade Secret, the documentation relating to such
                Trade
                Secret is current, accurate, and sufficient in detail and content
                to
                identify and explain it and to allow its full and proper use without
                reliance on the knowledge or memory of any
                individual.

            


    

    


    
      	 	
              (b)

            	
              Vendors
                and the Acquired Companies have taken all rea-sonable precautions
                to
                protect the secrecy, confidentiality, and value of their Trade
                Secrets.

            


    

    


    
      	 	
              (c)

            	
              One
                or more of the Acquired Companies has good title and an absolute
                (but not
                necessarily exclusive) right to use the Trade Secrets. The Trade
                Secrets
                are not part of the public knowledge or literature, and, to Vendors'
                Knowledge, have not been used, divulged, or appropriated either for
                the
                benefit of any Person (other than one or more of the Acquired Companies)
                or to the detriment of the Acquired Companies. To Vendors Knowledge
                no
                Trade Secret is subject to any adverse claim or has been challenged
                or
                threatened in any way.

            


    

    


    
      	
            	(vii)	
              Data
                Protection Acts.

            


    

    


    (a)
      The
      Company has obtained and maintained in force each registration under the Data
      Protection Acts, 1988 and 2003, (together the “Data Protection Acts”) necessary
      or appropriate in relation to the Business including, without limitation, each
      registration relating to the obtaining, holding, processing, transfer and
      disclosure of personal data effected by the Company.

    


    (b)
      The
      Company has in respect of personal data relating to its business at all times
      complied with the Data Protection Principles contained in the Data Protection
      Acts, as amended.

    


    
      	 	
              4.25

            	
              CERTAIN
                PAYMENTS. No Acquired Company or director, officer, agent, or employee
                of
                any Acquired Company, any other Person associated with or acting
                for or on
                behalf of any Acquired Company, has directly or indirectly (a) made
                any
                contribution, gift, bribe, rebate, payoff, influence payment, kick-back,
                or other payment to any Person, private or public, regardless of
                form,
                whether in money, property, or services (i) to obtain favourable
                treatment
                in securing business, (ii) to pay for favourable treatment for business
                secured, (iii) to obtain special concessions or for special concessions
                already obtained, for or in respect of any Acquired Company or any
                Affiliate of an Acquired Company, or (iv) in violation of any Legal
                Requirement, (b) established or maintained any fund or asset that
                has not
                been recorded in the books and records of the Acquired
                Companies.

            


    

     

     

    
      
         

      

      
        84

        
          

        

      

      
         

      

    

     

    
      	 	
              4.26

            	
              RELATIONSHIPS
                WITH RELATED PERSONS. No Vendor or any Related Person of Vendors
                or of any
                Acquired Company has, or since January 1, 2004 has had, any interest
                in
                any property (whether real, personal, or mixed and whether tangible
                or
                intangible), used in or pertaining to the Acquired Companies' businesses.
                No Vendor or any Related Person of Vendors or of any Acquired Company
                is,
                or since January 1, 2004 has owned (of record or as a beneficial
                owner) an
                equity interest or any other financial or profit interest in, a Person
                that has (i) had business dealings or a material financial interest
                in any
                transaction with any Acquired Company other than business dealings
                or
                transactions conducted in the Ordinary Course of Business with the
                Acquired Companies at substantially prevailing market prices and
                on
                substantially prevailing market terms, or (ii) engaged in competition
                with
                any Acquired Company with respect to any line of the products or
                services
                of such Acquired Company (a "Competing Business") in any market presently
                served by such Acquired Company except for less than one percent
                of the
                outstanding capital stock of any Competing Business that is publicly
                traded on any recognised exchange or in the over-the-counter market.
                Except as set forth in Part 4.26 of the Disclosure Letter, no Vendor
                or to
                Vendors Knowledge any Related Person of Vendors or of any Acquired
                Company
                is a party to any Contract, other than employment contracts with
                the
                Acquired Companies with, or has any claim or right against, any Acquired
                Company.

            


    

    


    
      	
            	4.27	
              BROKERS
                OR FINDERS. Vendors and their agents have incurred no obligation
                or
                liability, contingent or otherwise, for brokerage or finders' fees
                or
                agents' commissions or other similar payment in connection with this
                Agreement other than any fees payable to William Blair & Company,
                which shall be the sole obligation of
                Vendors.

            


    

     

    
      	
            	4.28	
              From
                time to time following the date hereof, Vendors and Purchaser shall,
                and
                shall cause their respective Affiliates to, execute, acknowledge
                and
                deliver all such further conveyances, notices, assumptions, releases
                and
                acquittances and such other instruments, and shall take such further
                actions, as may be necessary or appropriate to assure fully to Purchaser
                and its respective successors or assigns, all of the properties,
                rights,
                titles, interests, estates, remedies, powers and privileges intended
                to be
                conveyed to Purchaser under this Agreement and the Ancillary Agreements
                and to assure fully to Vendors and their successors and assigns,
                the
                assumption of the liabilities and obligations intended to be assumed
                by
                Purchaser under this Agreement and the Ancillary Agreements, and
                to
                otherwise make effective the transactions contemplated hereby and
                thereby.

            


    

     

     

    
      
         

      

        85