<PAGE>

                                                                    Exhibit 4.39

                           Dated     November, 2000



                         THE PARTIES LISTED AS VENDORS
                         IN THE FIRST SCHEDULE HERETO

                                      and



                              TRINTECH GROUP PLC



                          SALE AND PURCHASE AGREEMENT

                   for the purchase of the share capital of

                         EXCEPTIS TECHNOLOGIES LIMITED
                         _____________________________



                                A & L GOODBODY
                                  Solicitors
                    International Financial Services Centre
                                North Wall Quay
                                   Dublin 1
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                               TABLE OF CONTENTS
                               -----------------

1.  DEFINITIONS AND INTERPRETATION

2.  SALE OF SHARES

3.  COMPLETION AND CONDITIONS

4.  ACTION PENDING COMPLETION

5.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.  ACTION POST COMPLETION

7.  WARRANTIES

8.  RESTRICTIONS ON VENDORS

9.  MISCELLANEOUS PROVISIONS


FIRST SCHEDULE    THE COMPANY AND THE VENDORS

SECOND SCHEDULE  SUBSIDIARIES

THIRD SCHEDULE    DIRECTORS

FOURTH SCHEDULE  WARRANTIES

          1.  Vendors' Capacity and Title

          2.  Accuracy of Information

          3.  Financial Information

          4.  General Business Information

          5.  Employment

          6.  Pensions and Benefit Schemes

          7.  Environmental

          8.  Insurance

          9.  Other Corporate Information

          10.  Assets
                                       2
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          11.  General Legal Compliance

          12.  Properties

          13.  Tax

          14.  Intellectual Property

          15.  The Computer System and Software

          16.  Systems Compliance

          17.  Year 2000 Compliance for Products and Services


FIFTH SCHEDULE    COMPANY IPR

SIXTH SCHEDULE    SHARE OPTION SCHEMES

SEVENTH SCHEDULE  DEFERRED CONSIDERATION

EIGHTH SCHEDULE   AGREED PAYMENTS

NINTH SCHEDULE    FINANCIAL INFORMATION

TENTH SCHEDULE    REIMBURSEMENT LETTER


* Certain schedules and exhibits to the Sale and Purchase Agreement by and
  between Trintech Group PLC and Exceptis Technologies Limited dated November
  2000, are not being filed herewith pursuant to Item 601(b)(2) of Regulation S-
  K. We undertake to furnish supplementally a copy of any omitted schedule to
  the Securities and Exchange Commission upon request.
<PAGE>

THIS AGREEMENT is dated        November, 2000 and made between


     (1)  The parties listed as Principal Vendors in the First Schedule (the
                                                         --------------
          "Principal Vendors"); and

     (2)  TRINTECH GROUP PLC whose registered office is at Trintech Building,
          South County Business Park, Leopardstown, Dublin 18 (the "Purchaser").


     RECITALS:

A.   Exceptis Technologies Limited is a company whose particulars are set out in
     the First Schedule.
         --------------

B.   The Vendors are the beneficial owners of the entire issued share capital of
     the Company and the Principal Vendors will at Completion be the beneficial
     owners of the number of ordinary shares in the capital of the Company set
     out against each Principal Vendors name in Column 4 of the table in the
     First Schedule, which will be registered in the Company's register of
     --------------
     members in the manner set out in the same Schedule.

C.   The Principal Vendors have agreed to sell and the Purchaser has agreed to
     purchase the Principal Vendors' 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:

           "Accounting Standards" means accounting principles, standards and
           practices generally accepted in Ireland at the date of this
           Agreement;

           the "Accounts", in relation to a Group Company, means its audited
           profit and loss account and balance sheet (and, where prepared, the
           audited consolidated profit and loss account and balance sheet of the
           Group Company and its subsidiaries) for the period ended on the
           Balance Sheet Date, including the notes and the related directors'
           and auditors' reports, together with all documents which are required
           by law to be attached, copies of all of which are In the Disclosure
           Letter or an attachment thereto;

           the "Balance Sheet", in relation to a Group Company, means the
           balance sheet (and, where prepared, consolidated balance sheet)
           comprised in its Accounts;

           the "Balance Sheet Date" means 30th June, 2000;

           a "Breach", in relation to a Warranty, means any instance of the
           Warranty being untrue or misleading in any respect;

                                       4
<PAGE>

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

           "Business Hours" means the hours of 0900 to 1730 on a Business Day in
           the place to which notice or other written communication is sent
           pursuant to this Agreement;

           the "1963 Act" means the Companies Act, 1963;

           the "1990 Act" means the Companies Act, 1990;

           the "Company" means the company referred to in recital A;

           "Company IPR"  means:

           (a)  the registered trademarks, service marks and applications
                therefor and all other business names, brand names, trade marks
                (whether in fancy script or otherwise); devices, logos, get up
                and designs (and whether or not registered or applied for) owned
                by the Company together with all goodwill associated with or
                symbolised by any of the foregoing;

           (b)  all confidential technical, commercial and other proprietary
                information and techniques owned or used by the Company in the
                course of its business including (without prejudice to the
                generality of the foregoing) know-how of any nature, drawings,
                formulae, processes, specifications, trade secrets, test
                reports, operating and testing procedures, practices,
                instruction manuals, tables of operating conditions, lists and
                particulars of customers and suppliers, marketing methods,
                pricing, credit and payment policies, profit margins, discounts
                and rebates other than in respect of any of the foregoing that
                are at the relevant time in the public domain ("the Company
                Confidential Information");

          (c)   all copyright, database rights, moral rights or any other rights
                in the nature of copyright in relation to or comprised in the
                Products;

          (d)   all Intellectual Property currently owned by or licensed to the
                Company;

          "Company Options" means any options in respect of shares in the
          Company (or Parallel Options) which have not vested, or which, having
          vested have not been exercised at Completion under the Share Incentive
          Schemes as detailed in Part II of the Sixth Schedule;

          "Completion" means completion of the sale and purchase of the Shares
          under clause 3;

                                       5
<PAGE>

          "Computer System" means the computer systems including all its
          equipment, hardware, firm work, software and accessories used in the
          business of the Company;

          "Consideration" means the Initial Consideration and the Deferred
          Consideration (if any) to be paid by the Purchaser to the Vendors for
          the Shares and the Deferred Consideration (if any) which may be
          payable by the Purchaser to the employees of the Company pursuant to
          Clause 2.4;

          "Consideration Shares" means each of the Initial Consideration Shares,
          the Transfer Shares and the Deferred Consideration Shares (if any) to
          be issued by the Purchaser to the Vendors (and to the employees of the
          Company pursuant to this Agreement);

          "Covenantors" means each of the Warrantors other than Delta Management
          Partners Limited;

          the "Deed of Tax Covenant" means the Deed of Covenant between the
          Principal Vendors and the Purchaser in relation to tax in the agreed
          form;

          "Deferred Consideration" means the amount of Deferred Consideration
          (if any) to be paid by the Purchaser to the Vendors (and to the
          employees of the Company pursuant to this Agreement) for the Shares
          pursuant to Clause 2.4, calculated in accordance with the Seventh
                                                                    -------
          Schedule, which will be satisfied by the allotment of Deferred
          --------
          Consideration Shares to the Vendors, pursuant to the Seventh Schedule;

          "Deferred Consideration Shares" means the ordinary shares in the
          capital of the Purchaser to be issued by the Purchaser to the Vendors
          (and where applicable to the employees of the Company in accordance
          with the provisions of this Agreement) in satisfaction of the Deferred
          Consideration (if any) the number of which is to be determined in
          accordance with the provisions of the Seventh Schedule;

          "Delta Termination Deed" means an agreement to be entered into by the
          Purchaser at Completion with Delta Equity Fund Limited Partnership,
          acting through its nominee Delta Management Partners Limited, the
          Company and the parties named in Part I of the First Schedule to the
          Share Subscription Agreement terminating that Share Subscription
          Agreement, as detailed in that Deed;

          the "Directors" means those listed as such in the Third Schedule and
                                                            --------------
          the "Continuing Directors" means those described as such in the same
          Schedule;

          the "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;

                                       6
<PAGE>

          the "EC Treaty" means the treaty establishing the European Community
          (Treaty of Rome);

          "Enterprise Ireland Termination Agreement" means an agreement in the
          agreed form to be entered into by the Purchaser at Completion with
          each of Mr. Brian Caulfield, Mr. William O'Connor, Enterprise Ireland
          and the Company, terminating the shareholders agreement made on 12th
          August, 1997 between those parties (other than the Purchaser), as
          detailed in that Agreement;

          the "Group" means any one or more or (as the context permits) each of
          the Group Companies;

          a "Group Company" means the Company or a Subsidiary;

          "Indemnity Termination Deed" means an agreement in the agreed form to
          be entered into by the Purchaser at Completion with each of  Mr. Brian
          Caulfield, Mr. William O'Connor and Delta Equity Fund Limited Partners
          and the Company terminating a Deed of Indemnity made on the 8th of
          November, 1996 between those parties (other than the Purchaser), as
          detailed in that Deed;

          "Initial Consideration" means the consideration to be paid by the
          Purchaser to the Vendors for the Shares and for the Transfer Shares
          pursuant to Clause 2.3.  The Initial Consideration shall be deemed to
          be satisfied by the allotment of 866,775 Initial Consideration Shares
          to the Vendors on Completion pursuant to Clause 2.3 and by the
          allotment by the Purchaser of 42,316 Transfer Shares pursuant to
          Clause 2.3;

          "Initial Consideration Shares" means the ordinary shares (each
          ordinary share representing 2 American depository shares) in the
          capital of the Purchaser to be issued by the Purchaser to the Vendors
          in partial satisfaction of the Initial Consideration;

          "Intellectual Property" means all patents, registered designs, know-
          how, rights in trade secrets and confidential information; registered
          or unregistered trademarks, service marks and applications therefor
          and all other business names, brand names, devices, logos, get up and
          designs (and whether or not registered or applied for) with all the
          goodwill associated with or symbolised by any of the foregoing; all
          other inventions (whether or not capable of protection by patent or
          other form of registration); all copyright, rights in the nature of
          copyright, sui generis rights, design rights, semiconductor topography
          rights, moral rights, database rights and all other like rights in all
          parts of the world whether present or vested future or contingent in
          any software, object code, source code, database (including extraction
          rights), interface, text, drawing, design, artwork, sound recording,
          film, video, photograph, mould, three dimensional artistic work or any
          other material; all other intellectual property rights throughout the
          world for the full term of the rights concerned and including: all
          registrations and pending registrations relating to any such rights
          and the benefit of any pending applications for any

                                       7
<PAGE>

          such registrations; all reversions, extensions and renewals of such
          rights; and all accrued rights of action in relation to such rights
          (including the right to sue for and recover damages for past
          infringements);

          "Ireland" means Ireland excluding Northern Ireland;

          "Licences" means the licences, agreements, contracts, permissions,
          undertakings and understandings listed in part A of the Fifth Schedule
                                                                  --------------
          being legal arrangements pursuant to which the Company is entitled to
          utilise any Intellectual Property owned by any third party in the
          development of Products;

          "Licensed Software" means that Software which is used by the Company
          pursuant to the Licences;

          "Licensors" means the licensors under the Licences;

          "Management Accounts" means the unaudited profit and loss accounts and
          balance sheet and cash flow statements of the Company for the period
          commencing 1st July, 2000 and ending 30th October, 2000, copies of
          which are In the Disclosure Letter or attached thereto;

          "Management Accounts Date" means 30th October, 2000;

          "Minority Shareholders" means any person who is a member of the
          Company at Completion other than the Principal Vendors;

          "Minority Shareholder Declaration" means an agreement to be entered
          into by each Minority Shareholder with the Purchaser on Completion in
          the agreed form;

          the "Mergers Act" means the Mergers, Take-overs and Monopolies
          (Control) Act, 1978 (as amended);

          "Mr. Caulfield's Employment Agreement" means an agreement to be
          entered into on Completion by Mr. Caulfield with the Company in the
          agreed form;

          "Mr. O'Connor's Resignation Letter" means the letter to be signed by
          Mr. O'Connor confirming his resignation from employment in the Company
          in the agreed form.

          "Option Consent" means a consent to be signed by each holder of
          options in the Company in the agreed form and delivered at Completion;

          "Dr. McWade's Employment Agreement" means an agreement to be entered
          into on Completion by Dr. McWade with the Company in the agreed form;

          "Parallel Options" means options granted by certain shareholders of
          the Company as provided for under the Share Incentive Schemes;

                                       8
<PAGE>

          "Placement Shares" means such number of the Initial Consideration
          Shares which, having been allotted to the Vendors on Completion, may
          be sold by the Placement Vendors as detailed in Column 6 of the Table
          in the First Schedule. That Column 6 provides that certain of the
                 --------------
          Placement Vendors shall be entitled to sell a specified number of
          shares in the Purchaser, and that the balance of the Placement Vendors
          shall be entitled to realise a specified amount of money as stated in
          US dollars by the sale of such number of their shares in the Purchaser
          as is required to realise such amount.  The sale of the Placement
          Shares is to be assisted by the Purchaser pursuant to clause 6.2;

          "Placement Vendors" means the Vendors which are entitled to sell
          Placement Shares as detailed in Column 6 of the table in the First
                                                                       -----
          Schedule;
          --------

          "Pounds" and the designation "IR(Pounds)" mean the currency of
          Ireland;

          "Products" means all products offered for sale or licensed to third
          parties at any time by or on behalf of the Company;

          the "Properties" means the properties of the Group listed In the
          Disclosure Letter or an attachment thereto;

          the "Purchaser's Accountants" means Ernst & Young;

          the "Purchaser's Solicitors" means Messrs. A & L Goodbody;

                    "Reimbursement Amount" means the aggregate amount of
          IR(Pounds)121,300 owed by certain of the Principal Vendors to the
          Company as detailed in the Reimbursement Letter.

                    "Reimbursement Letter" means the letter dated 17th November,
          2000 from each of William O'Connor, Brian Caulfield and Delta
          Management Partners Limited to the Company, a signed copy of which
          letter is attached hereto as the Tenth Schedule;
                                           --------------

          "Revenue and Profit Targets Schedule" means the schedule of revenue
          and profit targets to be achieved by the Company set out in Part I of
          the Ninth Schedule;
              ---------------

          the "SDCA" means the Stamp Duties Consolidation Act, 1999;

          "Securities Act" means the United States Securities Act of 1933, as
          amended;

          the "Shares" means the entire issued share capital of the Company;

          "Secondary Minority Shareholder Declaration means an agreement to be
          entered into by Gary Ramsey, Eamonn Keating and Adele Cooper with the
          Purchaser on Completion in the agreed form;

                                       9
<PAGE>

          "Share Incentive Schemes" means the share option schemes of the
          Company in place at Completion, as detailed in the Sixth Schedule
                                                             --------------
          hereto;

          "Share Subscription Agreement" means the Subscription Agreement made
          on the 8th of November 1996 between the parties named in Part 1 of the
          first schedule thereto, Delta Equity Fund Limited Partnership and the
          Company;

          "Software" means all computer programs and all related object code and
          source code and databases used by the Company in connection with its
          business and/or Products.

          "Stock Compensation Charge" means the aggregate charge to be
          recognised by the Purchaser upon the substitution of options over
          Trintech Shares for the Company Options.  The charge represents that
          portion of the intrinsic value at the date of Completion of the
          options over the Trintech Shares that the future service or vesting
          period bears to the total vesting period comprising the service period
          prior to Completion and the remaining service period to vest fully in
          the options over the Trintech Shares.  An estimate of the stock
          compensation charge is provided in the Ninth Schedule based on the
                                                 --------------
          closing price of the Purchaser's shares as at 16th November, 2000;

          the "Subsidiaries" means the companies listed in the Second Schedule;
                                                               ---------------

          "Tax" means all forms of taxation, duties, imposts and levies whether
          of Ireland or elsewhere, including (but without limitation) income
          tax, corporation tax, corporation profits tax, advance corporation
          tax, dividend withholding tax, capital gains tax, capital acquisitions
          tax, residential property tax, wealth tax, value added tax, customs
          and other import and export duties, excise duties, stamp duty, capital
          duty, social insurance, social welfare or other similar contributions
          and other amounts corresponding thereto whether payable in Ireland or
          elsewhere, and any interest, surcharge, penalty or fine in connection
          therewith;

          the "TCA" means the Taxes Consolidation Act, 1997;

          "Transfer Shares" means the ordinary shares in the Purchaser to be
          issued by the Purchaser to holders of the Company Options pursuant to
          Clause 2.3.2 on the exercise of such Company Options;

          "United States Dollars" and the designation "US$" means the currency
          of the United States of America;

          "Vendors" means the Principal Vendors and the Minority Shareholders;

          "Vendors' Shares" means the ordinary shares in the capital of the
          Company registered in the names of the Vendors at Completion;

          the "Vendors' Accountants" means Ernst & Young;

                                      10
<PAGE>

               the "Vendors' Solicitors" means Messrs. McCann FitzGerald;

               the "Warranties" means the warranties, representations and
               undertakings in clause 7 and the Fourth Schedule;
                                                ---------------

               "Warrantors" means each of the Principal Vendors other than
               Enterprise Ireland;

               a "Warranty Claim" means a claim for a Breach of the Warranties;
               and

               "Year 2000 Compliant" means, in relation to each of the Products,
               that neither its performance nor its functionality is or will be
               affected by dates prior to, during or after the year 2000, and in
               particular:

               (a)  no value for current date causes or will cause any
                    interruption in its operation;

               (b)  no value for any date element in any data used as input by
                    the Software cause or will cause any interruption in the
                    operation of the Software, which will either correctly
                    interpret the date element (where it is a valid date) or
                    else detect and report it as an invalid date and continue
                    processing accordingly;

               (c)  date-based functionality behaves and will behave
                    consistently for dates prior to, during and after year 2000
                    and produces and will produce correct results in accordance
                    with the Software's specifications;

               (d)  in all interfaces and data storage, the century in any date
                    is and will be specified either explicitly or by unambiguous
                    algorithms or inferencing rules; and

               (d)  the year 2000 is and will be recognised as a leap year.

     1.2.      The Schedules referred to in this Agreement form an integral part
               of this Agreement, and references to this Agreement include
               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.      The Warranties and the indemnities set out in clause 7.1 and the
               Deed of Tax Covenant are given and entered into by the Warrantors
               (other than Delta Management Partners Limited) jointly and
               severally. The Warranties and the

                                       11
<PAGE>

               indemnities set out in clause 7.1 and the Deed of Tax Covenant
               are given and entered into by Delta Management Partners Limited
               severally only.

     1.6.      Unless the context otherwise requires:

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

     1.6.2.    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;

     1.6.3.    reference to writing or similar expressions includes transmission
               by fax or electronic means;

     1.6.4.    a word or phrase the definition of which is contained or referred
               to in section 2 of the 1963 Act has the meaning attributed to it
               by that definition;

     1.6.5.    references to Acts, statutory instruments and other legislation
               are to legislation operative in Ireland and to such legislation
               amended, extended or re-enacted before the date of this Agreement
               and any subordinate legislation made under that legislation
               before the date of this Agreement, and includes equivalent laws
               in any other jurisdiction;

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

     1.6.7.    where any Warranty is given on terms that it is to the best of
               the knowledge and belief of the Warrantors after making due and
               careful enquiries, or as far as the Warrantors are aware, the
               Warrantors will be deemed to have the knowledge, belief and
               awareness which they would have had if they had made due and
               careful enquiries of each of Eamon Keating, Gary Ramsay, Helen
               McDonnell, Margaret Twomey, and Adele Cooper and of each member
               of the board of directors of the Company at the date hereof and
               had received full disclosure in response.

     1.6.8.    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 thereto.

2.   SALE OF SHARES

     2.1.      Each Principal Vendor shall sell as beneficial owner, free from
               all liens, charges and encumbrances and together with all rights
               attaching now or in the

                                       12
<PAGE>

               future, the number of Shares listed opposite that Principal
               Vendors name in the First Schedule and the Purchaser shall
               purchase the aforesaid shares, together with the shares held by
               each Minority Shareholder at Completion, for the Consideration.

     2.2.      The Purchaser will not be obliged to complete the purchase of any
               Shares unless the purchase of all of the Shares is completed
               simultaneously.

     2.3.      The Initial Consideration shall be satisfied by:

               2.3.1.    the allotment of 866,775 in aggregate Initial
                         Consideration Shares by the Purchaser to the Vendors on
                         Completion. The number of Initial Consideration Shares
                         to be allotted to each Vendor at Completion shall be
                         that number set out opposite each Vendors name in
                         column 5 of the table in the First Schedule; and
                                                      --------------

               2.3.2.    the allotment by the Purchaser of options over, and the
                         issuance upon exercise of such options of 42,316
                         Transfer Shares to the holders of Company Options in
                         the amounts and as detailed in the Sixth Schedule and
                                                            --------------
                         pursuant to clause 6.5

               provided that if any holders of Company Options which have vested
               under the terms of the Share Incentive Scheme have not exercised
               such Company Options by Completion, then the figures in clauses
               2.3.1 and 2.3.2 shall be adjusted accordingly.

     2.4.      The Deferred Consideration payable to the Vendors (and to the
               employees of the Company pursuant to the terms of this Agreement)
               (if any) shall be calculated in accordance with the Seventh
                                                                   -------
               Schedule and satisfied by the allotment of the Deferred
               --------
               Consideration Shares which shall be allotted by the Purchaser to
               the Vendors pursuant to the terms of the Seventh Schedule. The
                                                        ----------------
               number of Deferred Consideration Shares (if any) to be allotted
               by the Purchaser to the Vendors and, where relevant to the
               employees of the Company pursuant to the terms of this Agreement
               at the end of each of Year 1 and Year 2 (as defined in the
               Seventh Schedule) shall be determined in the manner provided for
               in the Seventh Schedule.

     2.5.      None of the Principal Vendors shall be entitled to assign,
               novate, transfer or otherwise dispose of his right to payment of
               the Deferred Consideration arising out of this Agreement.

     2.6.      Each of the Principal Vendors hereby waives any and all pre-
               emption rights which he may have in relation to the purchase by
               the Purchaser of the Shares hereunder, whether arising under the
               Articles of Association of the Company or otherwise.

3.   COMPLETION AND CONDITIONS

     3.1.      Completion:

                                       13
<PAGE>

               The Principal Vendors and the Purchaser shall take all reasonable
               steps and shall use their respective reasonable endeavours
               insofar as it is in their capacity to do so to ensure that the
               conditions in clause 3.3 are fulfilled at least two Business Days
               prior to 30th November, 2000 , which is the target date for
               Completion and when the Purchaser is satisfied at its absolute
               discretion that the conditions are fulfilled it shall so inform
               the Principal Vendors by notice and Completion shall take place
               on the second Business Day thereafter at the offices of the
               Purchaser's Solicitors or on such later date as may be agreed
               between the parties hereto. Provided that the Principal Vendors
               shall not be obliged to complete the transactions contemplated by
               this Agreement unless and until they are satisfied in their
               absolute discretion (but without prejudice to their obligations
               under this clause) that the conditions set out in Clauses 3.3.1,
               3.3.3 and 3.3.4 (as regards obligations of the Purchaser) and
               3.3.7, 3.3.10 and 3.3.13 are fulfilled (provided further,
               however, that Delta Management Partners Limited shall not be
               entitled to refuse to complete the transaction on the grounds
               that the conditions set out in clauses 3.3.3, 3.3.10 and 3.3.13
               have not been completed where such failure is due to their
               inaction).

     3.2.      Non-fulfilment of conditions:

               If the conditions in clause 3.3 are not fulfilled by the second
               Business Day before the target date referred to in clause 3.1 or
               such later date (if any) as may be agreed by the parties then
               this Agreement and any other agreement entered into pursuant
               hereto shall, subject as hereinafter provided, cease to have all
               further legal effect and each party shall be released from its
               obligations hereunder and thereunder without any further action
               of the parties and none of the parties shall have any claim or
               liability to the other.

     3.3.      Conditions:

               The conditions referred to in clauses 3.1 and 3.2 are:

               3.3.1.    Mergers Act:

                         3.3.1.1.  the Minister for Enterprise, Trade and
                                   Employment stating in writing that it does
                                   not intend to make an order under section 9
                                   of the Mergers Act in relation to the
                                   proposed purchase of the Shares; or

                         3.3.1.2.  (if it makes an order subject to conditions)
                                   the Purchaser and the Vendors accepting those
                                   conditions; or

                         3.3.1.3.  (if no such order is made and the Minister
                                   does not state in writing that it does not
                                   intend to make such an order), that the
                                   relevant period within the meaning of section
                                   6 of the Mergers Act elapses;

               3.3.2.    Company Options

                                       14
<PAGE>

                         3.3.2.1.  Any scheme of the Company relating to Company
                                   Options shall have been amended to provide
                                   for the issue of shares in the Purchaser (the
                                   "Transfer Shares") rather than shares in the
                                   Company on the basis of one share in the
                                   Purchaser for every 13.069 shares in the
                                   Company as detailed in the Sixth Schedule.
                                                              --------------

                         3.3.2.2.  All grantees of unvested or vested but
                                   unexercised Company Options at Completion
                                   shall have consented to the issue of Transfer
                                   Shares instead of shares in the Company on
                                   the basis of one Transfer Share for every
                                   13.069 shares in the Company that they would
                                   otherwise have been entitled to receive as
                                   detailed in the Sixth Schedule.
                                                   --------------

               3.3.3.    Consents and Waivers:

                         3.3.3.1.  The Principal Vendors procuring all necessary
                                   consents or waivers from each of the Vendors
                                   in respect of the sale of the Shares as
                                   contemplated by this Agreement;

                         3.3.3.2.  the Principal Vendors procuring that on
                                   Completion the 100,000 3% Redeemable
                                   Preference Shares which Enterprise Ireland
                                   holds in the capital of the Company are
                                   redesignated as ordinary shares in the
                                   capital of the Company; and

                         3.3.3.3.  the Principal Vendors procuring that on
                                   Completion the 200,000 Redeemable Preference
                                   Shares which Delta Management Partners
                                   Limited holds in the Capital of the Company
                                   are redesignated as ordinary shares in the
                                   capital of the Company.

               3.3.4.    Permits and Licences:

                         The Principal Vendors and the Purchaser procuring that
                         all material permits, licences, consents and other
                         sanctions as may be necessary to enable the Purchaser
                         to complete the acquisition of the Shares and for the
                         carrying on of business by the Group following its
                         acquisition by the Purchaser have been obtained.

               3.3.5.    Property Title:

                         The Group having good marketable title to the
                         Properties; and

               3.3.6.    Title to Subsidiaries' Share Capital:

                         The Company having good title to the share capital of
                         the Subsidiaries

                                       15
<PAGE>

                         without, in the case of any of clauses 3.3.1 to 3.3.4,
                         the imposition of any unduly burdensome conditions or
                         restrictions, as determined in the sole judgement of
                         the Purchaser.

               3.3.7.    Placement Shares

                         The Placement Vendors being satisfied that arrangements
                         are in place whereby the Purchaser shall assist the
                         holders of the Placement Shares to procure a financial
                         institution acceptable to the Placement Vendors to
                         assist the holders of the Placement Shares to sell the
                         Placement Shares immediately following Completion.

               3.3.8.    Bad Debtors

                         The List of bad debtors of the Company as at Completion
                         being acceptable to the Purchaser, acting reasonably.

               3.3.9.    Minority Shareholders Declaration

                         Each of the Minority Shareholders agreeing to execute
                         and delivering to the Purchaser at Completion a share
                         transfer form in respect of the Shares held by them at
                         Completion and a duly executed Minority Shareholder
                         Declaration in the agreed form.

               3.3.10.   Delta Converting Zero Coupon Convertible Loan Notes

                         Delta Management Partners Limited converting the Zero
                         Coupon Convertible Loan Notes in the amount of
                         (Pounds)500,000, constituted by a loan note instrument
                         created by the Company on 25th June, 1999 and held by
                         Delta Nominees (DEF) Limited into 625,000 ordinary
                         shares of IR(Pounds)0.005 each in the capital of the
                         Company, and the Company entering Delta Management
                         Partners Limited in the share register of the Company
                         as the registered holder of such shares.

               3.3.11.   Enterprise Ireland Consents

                         The Principal Vendors obtaining the written consent of
                         Enterprise Ireland to the purchase by the Purchaser of
                         the Shares on Completion pursuant to each of the
                         following agreements:

                         3.3.11.1. Targeted Marketing Consultancy Programme
                                   Agreement, made 8th December, 1998;

                         3.3.11.2. Grant Agreement, made 22nd September, 1999
                                   towards the operating costs on a project for
                                   the design, development and implementation of
                                   the Company's ICS and MERCS products;

                         3.3.11.3. Grant Agreement, made 30th July, 1998 for
                                   assistance of the Company under the
                                   Application Developments Initiative;

                                       16
<PAGE>

                         3.3.11.4. Grant Agreement, made 8th January, 1997
                                   towards the costs of employing a financial
                                   controller for the Company;

                         3.3.11.5. Grant Agreement, made 12th August, 1997
                                   towards the costs of employing additional
                                   employees of the Company;

               3.3.12.   James Mountjoy Option

                         The Company and the Principal Vendors obtaining the
                         written consent of Mr. James Mountjoy, in a form
                         satisfactory to the Purchaser, consenting to the
                         cancellation of an option to purchase 125,000 shares in
                         the Company, granted to Mr. Mountjoy on the 18th of
                         August, 2000.

               3.3.13.   Section 60

                         The Principal Vendors procuring that prior to
                         Completion the payment by the Company of the costs and
                         expenses of the Principal Vendors pursuant to Clause
                         9.2 hereof be approved by the Company in compliance
                         with the provisions of Section 60 of the Companies Act,
                         1963.

     3.4.      Principal Vendors' obligations at Completion:

               Upon Completion the Principal Vendors shall:

               3.4.1.    repay any indebtedness then owed by Principal Vendors
                         to the Group, subject to the terms of the Reimbursement
                         Letter, and procure that any other company which is a
                         subsidiary of any Principal Vendor repays any
                         indebtedness then owed by it to the Group (other than
                         indebtedness arising in the ordinary course of business
                         of the Group);

               3.4.2.    release the Group from all security, fixed or floating
                         charges and debentures, guarantees, cross-guarantees
                         and indemnities given by or binding upon the Group in
                         relation to any debt or obligation of Principal
                         Vendors, and procure that any other Company which is a
                         subsidiary of any of the Principal Vendors, so releases
                         the Group and the Principal Vendors will indemnify and
                         keep indemnified the Purchaser as trustee for itself
                         and the Group against all costs, claims and demands
                         arising in connection with those securities, fixed or
                         floating charges and debentures, guarantees, cross-
                         guarantees or indemnities;

               3.4.3.    deliver to the Purchaser:

                         3.4.3.1.  transfers of the Shares duly executed by the
                                   registered holders in favour of the Purchaser
                                   or as it may direct together with the related
                                   share certificates or, in the case of any
                                   lost share

                                       17
<PAGE>

                                   certificate, an indemnity in terms
                                   satisfactory to the Purchaser; and

                         3.4.3.2.  any waivers or consents which the Purchaser
                                   may require to enable the Purchaser or its
                                   nominees to be registered as holders of the
                                   Shares.

               3.4.4.    cause each of Cyril McGuire, Paul Byrne and Kevin Shea
                         to be validly appointed as additional directors of the
                         Group and Paul Byrne to be validly appointed as
                         Secretary of the Group, and then cause the Directors
                         (other than the Continuing Directors) and the secretary
                         of the Group (being Helen McDonnell) to retire from
                         office, each one delivering to the Purchaser a letter
                         under seal acknowledging that he has no claim
                         outstanding for compensation for loss of office,
                         redundancy, unfair dismissal or otherwise;

               3.4.5.    cause the revocation of all bank mandates, the giving
                         of authority to each of Cyril McGuire, Paul Byrne,
                         Kevin Shea, Brian Caulfield and Terry McWade to operate
                         all bank accounts on terms such that all cheques drawn
                         against and all instructions given in relation to the
                         Company's bank account must be signed by not less than
                         two of the aforementioned nominees, and further that
                         all cheques drawn against the Company's bank accounts
                         for all sums equal to or greater than IR(Pounds)10,000
                         must be signed by not less than one of Cyril McGuire,
                         Paul Byrne or Kevin Shea, and the delivery to the
                         Purchaser of all Group credit or debit cards except
                         those issued to Continuing Directors;

               3.4.6.    exercise all voting rights and other powers of control
                         which they have in relation to the Company to procure
                         that the Board of the Company approve the transfer by
                         the Vendors of the Shares and procure that the Company
                         shall issue the appropriate share certificates to the
                         Purchaser in respect of the Shares;

               3.4.7.    hold a meeting of the Board of the Company at which the
                         Directors of the Company shall resolve:

                         3.4.7.1.  to approve the sale by the Vendors of the
                                   Shares;

                         3.4.7.2.  to approve the Deed of Tax Covenant;

                         3.4.7.3.  to approve the Delta Termination Deed in the
                                   agreed form;

                         3.4.7.4.  to approve the Indemnity Termination Deed in
                                   the agreed form;

                         3.4.7.5.  to approve the Enterprise Ireland Termination
                                   Agreement in the agreed form;

                         3.4.7.6.  to approve Mr. Caulfield's Employment
                                   Agreement in the agreed form;

                                       18
<PAGE>

                         3.4.7.7.  to approve Mr. McWade's Employment Agreement
                                   in the agreed form;

                         3.4.7.8.  to accept Mr. O'Connor's Resignation Letter.

               3.4.8.    deliver to the Purchaser for itself and as agent for
                         the Group;

                         3.4.8.1.  this Agreement duly executed by each of the
                                   Principal Vendors;

                         3.4.8.2.  the Deed of Tax Covenant duly executed by the
                                   covenantors named in it as such, and by the
                                   Group;

                         3.4.8.3.  share transfer forms duly executed in favour
                                   of the Purchaser and certificates in respect
                                   of the Shares;

                         3.4.8.4.  the Delta Termination Deed duly executed by
                                   the parties thereto;

                         3.4.8.5.  the Indemnity Termination Deed duly executed
                                   by the parties thereto;

                         3.4.8.6.  the Enterprise Ireland Termination Agreement
                                   duly executed by the parties thereto;

                         3.4.8.7.  a copy of the memorandum and articles of
                                   association of each Group Company certified
                                   by the secretary of that Group Company to be
                                   a true and complete copy as at Completion;

                         3.4.8.8.  the leases to the Properties;

                         3.4.8.9.  all the Group's statutory and other books
                                   (duly written up to date), certificates of
                                   incorporation and common seals;

                         3.4.8.10. insofar as they are not in the custody of the
                                   Group, all the Group's financial and
                                   accounting books and records; and

                         3.4.8.11. certificates in respect of the whole of the
                                   Subsidiaries' issued share capital.

                         3.4.8.12. Mr. Caulfield's Employment Agreement duly
                                   executed by Mr. Caulfield;

                         3.4.8.13. Dr. McWade's Employment Agreement duly
                                   executed by Dr. McWade;

                         3.4.8.14. an acknowledgement from each of the Principal
                                   Vendors to the Purchaser and the Company
                                   executed under seal to the effect that save
                                   in relation to remuneration or reimbursement
                                   of

                                       19
<PAGE>

                                   expenses incurred in relation to his or her
                                   employment, there is no outstanding
                                   indebtedness owing at Completion from the
                                   Company to such Principal Vendor or vice
                                   versa;

                         3.4.8.15. the Disclosure Letter;

                         3.4.8.16. an acknowledgement from each of Eamonn
                                   Keating, Gary Ramsay and Gerry Geilty to the
                                   Company, executed under seal (in the agreed
                                   form) acknowledging that certain payments
                                   made or to be made constituted or, when made,
                                   will constitute full and final settlement of
                                   the pension entitlements of each of those
                                   aforementioned persons up to the date of
                                   Completion and confirming payments to be made
                                   to them in lieu of their pension entitlements
                                   from the date of Completion as detailed in
                                   each such acknowledgement;

                         3.4.8.17. a signed Share Transfer form duly executed by
                                   each of the Minority Shareholders in respect
                                   of all Shares held by each such Minority
                                   Shareholder, together with a Minority
                                   Shareholder Declaration in the agreed form
                                   duly executed by each of the Minority
                                   Shareholders (other than Gary Ramsey, Eamonn
                                   Keating and Adele Cooper) and a Secondary
                                   Minority Shareholder Declaration in the
                                   agreed form duly executed by each of Gary
                                   Ramsey, Eamonn Keating and Adele Cooper.

                         3.4.8.18. Written consents from Enterprise Ireland to
                                   the acquisition by the Purchaser of the
                                   shares on Completion, as detailed in Clause
                                   3.3.11 hereof;

                         3.4.8.19. written confirmation from Mr. James Mountjoy
                                   agreeing to the cancellation of his share
                                   option rights, as detailed in Clause 3.3.12
                                   hereof;

                         3.4.8.20. Mr. O'Connor's Resignation Letter.

                         3.4.8.21. an Option Consent duly executed by each
                                   person holding options in the Company in the
                                   agreed form.

               3.4.9.    exercise all voting rights and other powers of control
                         which they have in relation to the Company to procure
                         that shareholders' resolutions are passed

                         (i)       altering the authorised share capital of the
                                   Company to convert the various classes of
                                   shares currently authorised to be issued in
                                   the Company's authorised share capital into
                                   ordinary shares such that each Principal
                                   Vendor at Completion holds the number of
                                   ordinary shares in the capital of the Company
                                   set out opposite that Principal Vendors name
                                   in Column 4 of the table in the First
                                                                   -----
                                   Schedule;
                                   --------

                                       20
<PAGE>

                         (ii)      adopting the Articles of Association noting
                                   such alteration in the Company's authorised
                                   share capital; and

                         (iii)     amending the terms of the Share Incentive
                                   Schemes as required pursuant to clause 3.3.2.

     3.5.      Purchaser's obligation to pay:

               3.5.1.    On Completion, subject to due compliance by the
                         Principal Vendors with clause 3.4, the Purchaser shall,
                         in consideration for the Principal Vendors selling to
                         the Purchaser as beneficial owners the number of Shares
                         listed after each Principal Vendor's name in the First
                         Schedule, and in consideration of the delivery by each
                         Minority Shareholder of share transfer forms in respect
                         of the shares held by such person in the Company and a
                         duly executed Minority Shareholder Declaration in the
                         agreed form on Completion, allot the Initial
                         Consideration Shares to the Vendors.

               3.5.2.    On Completion, subject to due compliance by the
                         Principal Vendors with Clause 3.4, the Purchaser shall
                         deliver to the Vendors' Solicitors (whose receipt shall
                         be a sufficient discharge):

                         3.5.2.1.  a counterpart of the Deed of Tax Covenant
                                   duly executed by the Purchaser;

                         3.5.2.2.  a counterpart of the Delta Termination Deed
                                   duly executed by the Purchaser;

                         3.5.2.3.  a counterpart of the Indemnity Termination
                                   Deed duly executed by the Purchaser;

                         3.5.2.4.  a counterpart of the Enterprise Ireland
                                   Termination Agreement, duly executed by the
                                   Purchaser;

               3.5.3.    In consideration for the Principal Vendors selling to
                         the Purchaser as beneficial owners the number of Shares
                         listed after each Principal Vendor's name in the First
                         Schedule, and in consideration of the delivery by each
                         Minority Shareholder of share transfer forms in respect
                         of the shares held by such person in the Company and a
                         duly executed Minority Shareholder Declaration in the
                         agreed form, the Purchaser shall allot such number of
                         Deferred Consideration Shares (if any) to the Vendors
                         (and the employees of the Company pursuant to the terms
                         of this Agreement) as the Purchaser shall be obliged to
                         issue pursuant Clauses 2.4.

     3.6.      Principal Vendors to act as Purchaser's Nominees:

                                       21
<PAGE>

               Prior to the registration of the transfers, the Principal Vendors
               shall co-operate in any manner required by the Purchaser for the
               convening and conduct of general meetings of the Company, shall
               execute on a timely basis all proxy forms, appointments of
               representatives, documents of consent to short notice and such
               like that the Purchaser may require, and shall generally act in
               all respects as the nominees and at the direction of the
               Purchaser in respect of the Vendors Shares and all attached
               rights and interests.

     3.7.      Completion obligations not complied with, or Breach of Warranty:

               If in any respect the provisions of clause 3.4 are not complied
               with on the date for Completion established under clauses 3.1 and
               3.2 or a material Breach of any Warranty has, in the reasonable
               opinion of the Purchaser, occurred, the Purchaser may:

               3.7.1.    defer Completion to a date not more than 28 days after
                         that date (or after any later date to which Completion
                         was previously deferred) selected by the Purchaser, in
                         which case the provisions of this clause 3.7 will apply
                         to Completion as deferred;

               3.7.2.    proceed to Completion as far as practicable; or

               3.7.3.    rescind this Agreement

               and this will not (in any of these cases) prejudice the
               Purchaser's other rights and remedies under or otherwise relating
               to this Agreement.

4.   ACTION PENDING COMPLETION

     4.1.      Ordinary course of business:

               Pending Completion, the Principal Vendors (other than Enterprise
               Ireland) shall ensure that without the prior written consent of
               the Purchaser (such consent not to be unreasonably withheld or
               delayed) the Group:

               4.1.1.    in all respects, both individually and as a whole,
                         carries on business only in the ordinary course and in
                         the same manner as prior to today's date, save as
                         otherwise agreed in writing by the Purchaser;

               4.1.2.    does not borrow any money (other than pursuant to
                         existing overdraft facilities);

               4.1.3.    does not create, extend, grant or issue, or agree to
                         create, extend, grant or issue any mortgage, any fixed
                         or floating charge, lien (other than a lien arising by
                         operation of law), debenture, security, or other
                         encumbrance over the whole or any part of its
                         undertaking, property or assets (other than as a result
                         of withdrawals made pursuant to existing overdraft
                         facilities);

                                       22
<PAGE>

               4.1.4.    does not make any loan or advance or give any credit
                         (other than normal trade credit) to any person;

               4.1.5.    does not give any guarantee or indemnity to secure the
                         liabilities or obligations of any person;

               4.1.6.    does not issue any shares (other than in consequence of
                         the exercise of any Vested Options between the date of
                         this Agreement and Completion) or any debentures or
                         other securities convertible into shares (other than
                         the allotment of options to new employees pursuant to
                         the Share Incentive Schedule) or debentures or any
                         share warrants or any options in respect of shares;

               4.1.7.    save insofar as necessitated by the terms of this
                         Agreement, does not pass any resolution of its members
                         in general meeting or make any alterations to the
                         memorandum and articles of association of any Group
                         Company;

               4.1.8.    does not pay or agree to pay any of its directors,
                         officers or employees any increased, remuneration or
                         additional emolument or benefit save for the payments
                         detailed in the Eighth Schedule hereto;

               4.1.9.    does not acquire or agree to acquire any assets on hire
                         purchase or deferred sale terms otherwise than in the
                         ordinary course of business;

               4.1.10.   does not dispose of or agree to dispose of any of its
                         fixed assets otherwise than in the ordinary course of
                         business;

               4.1.11.   does not enter or agree to enter into any contract
                         involving capital expenditure or capital commitment in
                         excess of IR(Pounds)10,000 in any one case or
                         IR(Pounds)50,000 in aggregate;

               4.1.12.   uses all reasonable endeavours to procure that the
                         employees and customers of the Group do not cease to be
                         employed by or have dealings with the Group Companies;

               4.1.13.   does not write off or release any debts;

               4.1.14.   does not knowingly permit any of its normal insurances
                         to lapse or do anything to make any policy of insurance
                         void or voidable;

               4.1.15.   does not enter into any material contracts or amend the
                         terms of or terminate any material contracts otherwise
                         than in the ordinary course of business;

               4.1.16.   does not commence, or settle any litigation;

               4.1.17.   does not make any payments in excess of
                         IR(Pounds)10,000 to any person or entity, other than in
                         the ordinary course of business; and

                                       23
<PAGE>

               4.1.18.   carries on business only in accordance with applicable
                         law;

               and shall forthwith notify the Purchaser of the occurrence of any
               unusual or extraordinary events affecting the Group.

     4.2.      The Principal Vendors (other than Enterprise Ireland) shall
               further ensure that there are no exceptional drawings from or
               distributions or payments made by any Group Company to any
               director, employee or consultant of any Group Company.

     4.3.      Access to records:

               The Purchaser and its agents will, upon reasonable notice, be
               allowed access to, and to take copies of, the books and records
               of the Group including, without limitation, the statutory books,
               minute books, leases, contracts, supplier lists and customer
               lists in the Group's possession or control, but excluding any
               information which is reasonably regarded as confidential to the
               activities of the Vendors otherwise than in connection with the
               Group or which is subject to confidentiality obligations owed by
               any member of the Group to any third party.

     4.4.      Consultation:

               4.4.1.    The Purchaser may designate representatives for the
                         purposes of Clauses 4.4.2 and 4.4.3 who shall at all
                         times act reasonably.

               4.4.2.    The Principal Vendors shall consult, and cause the
                         Group to consult, with the representatives and advisers
                         with respect to any action which may materially affect
                         the business of the Group.

               4.4.3.    The Principal Vendors will provide, and will cause the
                         Group to provide, the representatives and advisers with
                         any information which they may reasonably request for
                         this purpose subject to confidentiality obligations
                         owed to third parties.

     4.5.      Announcements:

               Save for:

               (i)       any announcement in the agreed form to be made by Delta
                         Management Partners Limited to its shareholders, which
                         announcement may only be made after the Purchaser has
                         publicly announced the acquisition by it of the Shares
                         (which announcement will be made as soon as practicable
                         following Completion), and

               (ii)      an announcement to be made by the directors of the
                         Company to all the staff of the Company (on condition
                         that each such staff member signs a

                                       24
<PAGE>

                         Minority Shareholder Declaration or a Secondary
                         Minority Shareholder Declaration (as the case may be)

               the Principal Vendors and the Purchaser (save as required by law
               or in the case of the Purchaser by any securities exchange,
               regulatory or government body) 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 the prior
               written consent of the other parties hereto and in the case of
               any such announcement which is required by law, or any securities
               exchange, regulatory or government body such announcing party
               shall first consult with the other parties to this Agreement.

5.   Representations and Warranties of the Purchaser

     5.1.      The Purchaser represents and warrants to the Vendors that the
               statements contained in this Clause 5 are at the date hereof true
               and not misleading and further that they will have been complied
               with in all respects, as if they had 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 Principal Vendors fully in writing prior
               to Completion.

     5.2.      The Purchaser is a corporation duly formed and validly existing
               under the laws of Ireland, with full power and authority to enter
               into this Agreement and the Deed of Tax Covenant, which
               constitute legal obligations which are valid and binding on the
               Purchaser in accordance with their terms, and has full power and
               authority to perform those obligations.

     5.3.      Neither entering into this Agreement nor performing its
               obligations has resulted or will result in a breach of any
               obligation of the Purchaser under:-

               5.3.1.    its Memorandum and Articles of Association, statutes,
                         bye-laws or the terms of charter or corporate
                         regulations;

               5.3.2.    any law or any order, judgement or decree of any court
                         or governmental agents; or

               5.3.3.    any contract or agreement.

     5.4.      For the avoidance of doubt the Purchaser warrants that the
               Consideration Shares upon their delivery to the Vendors (and, if
               applicable, to the employees of the Company) 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 in arrangements
               contemplated by this Agreement) and will be fully paid for and
               shall rank pari passu in all respects with the existing ordinary
               shares in the capital of the Purchaser. The Purchaser undertakes
               that, on Completion each allottee shall be entered in the
               register of members of the Purchaser as holder of the Initial
               Consideration

                                       25
<PAGE>

               Shares in the capital of the Purchaser allotted to him hereunder
               and as holder of the Deferred Consideration Shares (if any) in
               the capital of the Purchaser allotted to him hereunder on the
               date(s) upon which Deferred Consideration Shares are required to
               be allotted in him hereunder and so far as regards any dividend
               declared or paid by reference to a record date falling in the
               case of the Initial Consideration on or after the date of
               Completion and in the case of the Deferred Consideration (if any)
               the date upon which any Deferred Consideration Shares shall be
               required to be allotted hereunder, rank as if they had been
               issued fully paid on and from the date of Completion or as
               applicable at the date upon which Deferred Consideration Shares
               are allotted.

6.   ACTION POST COMPLETION

               6.1.1.    Each of the Principal Vendors undertakes, subject to
                         Clause 6.1.2 and 6.1.3, not to sell, offer to sell,
                         grant an option to purchase or otherwise transfer or
                         dispose of ("Transfer") his or her Consideration Shares
                         (other than the Placement Shares) during the period of
                         180 days from Completion. Thereafter, each Principal
                         Vendor shall not transfer more than:

                         (a)  25% (in aggregate) of his or her Consideration
                              Shares after 180 days of Completion but within 360
                              days of Completion;

                         (b)  50% (in aggregate) of his or her Consideration
                              Shares after 360 days of Completion but within 540
                              days of Completion;

                         (c)  75% (in aggregate) of his or her Consideration
                              Shares after 540 days of Completion but before the
                              second anniversary of Completion.

                         After the second anniversary of Completion, the Vendors
                         shall be free to Transfer any or all of their
                         Consideration Shares.

               6.1.2.    Notwithstanding the terms of Clause 6.1.1 above:

                         (a)  Mr. Brian Caulfield shall be entitled to sell all
                              his Placement Shares at any time on or after
                              Completion;

                         (b)  Dr. Terry McWade shall be entitled to sell all his
                              Placement Shares at any time on or after
                              Completion;

                         (c)  Enterprise Ireland shall be entitled to sell all
                              its Placement Shares at any time on or after
                              Completion and the balance of its Consideration
                              Shares at any time on or after 180 days after the
                              date of Completion;

                         (d)  Mr. William O'Connor shall be entitled to sell all
                              his Placement Shares at any time on or after
                              Completion.

                                       26
<PAGE>

                         (e)  Mrs. Helen McDonnell shall be entitled to sell all
                              her Placement Shares at any time on or after
                              Completion and the balance of her Consideration
                              Shares at any time on or after the first
                              anniversary of the date of Completion;

                         (f)  Delta Management Partners Limited shall be
                              entitled to sell all its Placement Shares at any
                              time on or after Completion and the balance of the
                              Consideration Shares at any time on or after 180
                              days after the date of Completion.

               6.1.3.    Notwithstanding the terms of Clause 6.1.1 above, each
                         of the Warrantors shall, following any determination
                         that such Warrantor is liable in respect of a Breach of
                         the Warranties and/or pursuant to the Deed of Tax
                         Covenant (a "Liability"), be entitled to Transfer such
                         number of his Consideration Shares as shall be
                         necessary to realise an amount equal to the amount of
                         the Liability, less the total of (i) all cash amounts
                         previously received by such Warrantor in respect of the
                         sale of his Placement Shares and, (ii) if applicable,
                         the aggregate of all cash amounts previously received
                         by such Warrantor in respect of the sale of any of his
                         Consideration Shares save that where any such cash
                         amounts have already been taken into account in
                         calculating the amount of Consideration Shares which a
                         Warrantor may transfer pursuant to the foregoing
                         provisions in respect of one Liability they shall not
                         be taken into account in respect of any other
                         Liability.

     6.2.      The Purchaser hereby undertakes to the Placement Vendors that it
               shall, as soon as practicable following Completion, request a
               reputable investment bank, to be selected by the Purchaser but
               satisfactory to the Placement Vendors, to assist each of the
               Placement Vendors to sell such number of Placement Shares so
               that, in so far as possible, the holders of those Placement
               Shares may sell the number of shares in the Purchaser or realise
               the gross sum set out opposite that Placement Vendor's name (as
               the case may be) in Column 6 of the table in the First Schedule.
                                                                --------------

     6.3.      Each Principal Vendor acknowledges that the Purchaser will be
               entitled to refuse to register any subsequent transfer of the
               Consideration Shares if such transfer is not made in accordance
               with Regulation S of the Securities Act, pursuant to registration
               under the Securities Act. Each Principal Vendor acknowledges that
               they are aware of the provisions of Rule 144 promulgated under
               the Securities Act which permits limited resale of shares subject
               to the satisfaction of certain conditions, which include, among
               other things, the resale occurring not less than one year after a
               party has purchased and paid for the security to be sold, the
               sale being effected through a "brokers transaction" or in
               transactions directly with a "market maker" and the number of
               shares being sold during any three month period not exceeding
               specified limitations.

     6.4.      With a view to making available to the Vendors the benefits of
               certain rules and regulations of the Securities and Exchange
               Commission which may permit

                                       27
<PAGE>

               the sale of the Consideration Shares to the public without
               registration, the Purchaser agrees to use its best efforts to:

               6.4.1.    make and keep public information available, as those
                         terms are understood and defined in Rule 144 under the
                         Securities Act;

               6.4.2.    use its best efforts to file with the Securities and
                         Exchange Commission in a timely manner all reports and
                         other documents required of the Purchaser under the
                         Securities Act and the Securities Exchange Act of 1934,
                         as amended (the "Exchange Act"); and

               6.4.3.    so long as the Principal Vendors own any Consideration
                         Shares, co-operate with the Principal Vendors in
                         providing information necessary to effect a sale,
                         including furnishing to the Principal Vendors forthwith
                         upon request a written statement by the Purchaser as to
                         its compliance with the reporting requirements of the
                         Securities Act (including Rule 144 promulgated under
                         such Act) and the Exchange Act and a copy of the most
                         recent annual or quarterly report of the Purchaser
                         filed with the Securities and Exchange Commission.

     6.5.      Each of the parties hereto shall exercise all voting rights and
               other powers of control which they have to procure that on
               Completion the provisions of the Share Incentive Schemes shall be
               amended to provide that:

               (i)       all subsisting options under the Share Incentive
                         Schemes (including Parallel Options) shall be cancelled
                         and substituted with options over the Transfer Shares
                         in accordance with clause 2.3.2;

               (ii)      no further options shall be granted under the Share
                         Incentive Schemes;

               (iii)     the Share Incentive Schemes shall continue to be
                         administered by the Company such that the Company
                         Options shall vest upon the dates and at the exercise
                         price as detailed in the Sixth Schedule;

               (iv)      the Vesting Period for Options in the Share Incentive
                         Schemes shall be reduced from five to four years; and

               (v)       upon exercise of all the Company Options held by the
                         persons detailed in the Sixth Schedule, each such
                         person shall be issued the number of Transfer Shares
                         set out opposite such persons name in the Sixth
                                                                   -----
                         Schedule in place of shares in the Company.
                         --------

     6.6.      Each of the parties hereto shall exercise all voting rights and
               other powers of control which they have to procure that, prior to
               Completion, all consents necessary with regard to the amendments
               to the Share Incentive Schemes detailed at Clause 6.5 are
               obtained and to take all other necessary action to otherwise
               facilitate such amendments.

                                       28
<PAGE>

     6.7.      Each of the parties hereto shall exercise all voting rights and
               other powers of control which they have, and shall comply with
               all reasonable requests which the Purchaser may make and shall
               do, make and sign all documentation which the Purchaser may
               request each of the other parties to so do, make or sign in
               connection with any application by the Purchaser or the Company
               to the Irish Revenue Commissioners for relief from stamp duty
               arising on the purchase by the Purchaser of the Shares and from
               capital duty arising on the allotment by the Purchaser of the
               Consideration Shares.

     6.8.      In accordance with their obligations as detailed in the
               Reimbursement Letter, each of the following Principal Vendors
               hereby undertakes to the Company to reimburse to the Company the
               amounts set out opposite each such Principal Vendor's name in the
               table set out below:

               Principal Vendor                   Reimbursement Amount
               ----------------                   --------------------

               William O'Connor                     IR(Pounds)  46,970
               Brian Caulfield                      IR(Pounds)  55,809
               Delta Management Partners Limited    IR(Pounds)  50,435
               Helen McDonnell                      IR(Pounds)  20,105
                                                    ------------------
               Total:                               IR(Pounds) 173,319

               Further each such Principal Vendor undertakes that he shall
               reimburse the amount owed by him to the Company, as detailed
               above out of the proceeds of the sale by him of his Placement
               Shares, immediately upon receipt by him of such proceeds, and in
               any case will have reimbursed the amount owed by him to the
               Company by 31st January, 2001 at the latest.

7.   INDEMNITIES AND WARRANTIES

     7.1.      The Warrantors (other than Dr. Terry McWade in the case of a
               claim made under Clause 7.1.2 only) shall indemnify, defend and
               hold harmless the Purchaser and the Company and keep indemnified
               the Purchaser and the Company against all and any expenses,
               costs, claims, demands, losses, damages and other liabilities
               whatsoever whether direct or consequential suffered or incurred
               by the Company or the Purchaser arising under or in respect of:

               7.1.1.    any claim against the Company or the Purchaser by any
                         broker, finder, financial adviser or other person
                         retained by the Vendors or the Company in connection
                         with this agreement or the transactions effected by
                         this agreement but excluding fees payable to McCann
                         FitzGerald, KPMG Corporate Finance Limited and Ernst &
                         Young pursuant to clause 9.2;

               7.1.2.    any claim against the Company or the Purchaser arising
                         by any employee of the Company out of any claim by such
                         employee of the Company relating to sexual harassment
                         or assault of such employee

                                       29
<PAGE>

                         alleged to have taken place prior to Completion
                         provided however that nothing in this Sub Clause 7.1.2
                         shall be deemed to provide an indemnity to the
                         Purchaser or to the Company for any loss of profits,
                         business, goodwill or anticipated savings or for any
                         direct or indirect consequential loss whatsoever
                         arising out of any such claim made by any employee of
                         the Company against the Company or the Purchaser;

               7.1.3.    any dispute or contractual, tortious or other claim or
                         proceedings brought against the Company or the
                         Purchaser by a third party alleging infringement of the
                         Company IPR; or

               7.1.4.    any claim arising due to the fact that the terms of the
                         Share Incentive Schemes of the Company creating Company
                         Options, and the Company Options themselves, or any
                         other amendment required to give effect to the terms of
                         clause 6.5 have not been amended so as to refer to
                         Transfer Shares rather than shares in the Company being
                         issued upon exercise of such options, on the terms as
                         set out in Clause 3.3.2

               provided that the provisions of clauses 7.5.1.2, 7.5.1.3, 7.5.2
               and 7.8.2 shall apply mutatis mutandis to the indemnities
               contained in this clause 7.1.

     7.2.      Warranties:

               7.2.1.    The Warrantors warrant and represent to and undertake
                         with the Purchaser in relation to each member of the
                         Group in the terms set out in the Fourth Schedule
                                                           ---------------
                         (provided however that each of the Principal Vendors
                         warrant and represent and undertake with the Purchaser
                         in the terms set out in warranties 1.1 and 1.2 of the
                         Fourth Schedule) subject only to any exceptions fairly
                         ---------------
                         disclosed in the Disclosure Letter and any matter
                         expressly provided for in this Agreement.

               7.2.2.    The Warrantors acknowledge that the Purchaser has
                         entered into this Agreement in reliance upon (inter
                         alia) the Warranties.

               7.2.3.    Each of the Warranties is separate and independent and
                         is not limited by reference to any other paragraph of
                         the Fourth Schedule or by anything in this Agreement
                             ---------------
                         (other than the provisions of this clause 7) or the
                         Deed of Tax Covenant.

               7.2.4.    Subject to Clause 7.2.1 and 7.13 a Warranty Claim may
                         be made by the Purchaser for a Breach of the Warranties
                         whether or not the Purchaser knew of or could have
                         discovered the Breach (whether by any investigation
                         made by him or on its behalf into the affairs of the
                         Group or otherwise) prior to signing this Agreement .

               7.2.5.    The benefit of the Warranties may be assigned in whole
                         or in part and without restriction by the person for
                         the time being entitled to them at any time following
                         the second anniversary of Completion provided that

                                       30
<PAGE>

                       no assignee shall be entitled to a greater sum of damages
                       or other compensation than the sum to which the Purchaser
                       would have been entitled had it not assigned the benefit
                       of the Warranties and provided further that any such
                       assignee shall be required to adhere to the provisions of
                       this Clause 7, relating to limitations on liability,
                       undertakings regarding the conduct of claims etc.

               7.2.6.  Any payments made by the Warrantors to the Purchaser in
                       respect of claims under the Indemnities, Warranties or
                       under the Deed of Tax Covenant shall so far as possible
                       be treated by the parties as a reduction in the
                       consideration for the Shares.

               7.2.7.  All sums payable by the Warrantors under this Agreement
                       shall be paid free and clear of all deductions or
                       withholdings unless the deduction or withholding is
                       required by law.

          7.3. Warranties Repeated:

               The Warrantors further warrant and represent to and undertake
               with the Purchaser that:

               7.3.1.  the Warranties will be true and not misleading, and will
                       have been complied with, in all respects, as if they had
                       been entered into afresh at Completion; and

               7.3.2.  if, after the signing of this Agreement and before
                       Completion, any material Breach of the Warranties occurs
                       or any matter arises which results or may result in a
                       material Breach of the Warranties, the Warrantors shall
                       immediately notify the Purchaser fully in writing prior
                       to Completion and the Warrantors shall make any
                       investigation concerning the event or matter which the
                       Purchaser may require

                       but no Warranty Claim will arise in respect of a Breach
                       occurring after the signing of this Agreement and before
                       Completion whether or not this Agreement is rescinded as
                       a result under clause 3.7, if the event or matter in
                       question could not reasonably have been avoided or
                       prevented by the Vendors or the Directors and the Breach
                       was duly notified in accordance with this clause 7.3.

          7.4. Liability under the Warranties:

               7.4.1.  In the event of a Warranty Claim, the Purchaser will be
                       entitled to recover damages measured as either the cost
                       of remedying the Breach or the amount by which the value
                       of the Shares is less than it would have been if the
                       Breach had not occurred, whichever is the greater.

               7.4.2.  The Purchaser enters into this Agreement with the
                       intention that subject to the provisions of paragraph 4
                       of part A of the Seventh Schedule the business of the
                       Group will or may be continued as a going

                                       31
<PAGE>

                       concern utilising all the assets and subject only to the
                       liabilities to which, in accordance with the terms of
                       this Agreement, the Group would be entitled and subject
                       on Completion if there were no Breach, and damages for
                       any Breach are to be assessed on that basis.

          7.5. Limitations:

               Notwithstanding the provisions of clauses 7.2 to 7.4, the
               Warrantors will not be liable for any Warranty Claim unless:

               7.5.1.  Time:

                       7.5.1.1.  for any claim not relating to Tax, notice of it
                                 is given in writing by the Purchaser to the
                                 Warrantors setting out brief particulars of the
                                 grounds on which the Warranty Claim is based
                                 within two years following Completion (and to
                                 the extent that such claim has not been
                                 satisfied or settled, legal proceedings in
                                 respect of the Breach have been both issued and
                                 served on the Warrantors within six months of
                                 the second anniversary of Completion);

                       7.5.1.2.  for any claim relating to Tax, notice of it is
                                 given by the Purchaser to the Warrantors (other
                                 than Delta Management Partners Limited),
                                 setting out brief particulars of the grounds on
                                 which the Warranty Claim is based within seven
                                 years following Completion (and to the extent
                                 that such claim has not been satisfied or
                                 settled, legal proceedings in respect of the
                                 Breach have been both issued and served on the
                                 Warrantors (other than Delta Management
                                 Partners Limited) within six months of the
                                 Seventh anniversary of Completion); and

                       7.5.1.3.  for any claim relating to Tax, notice of it is
                                 given in writing by the Purchaser to Delta
                                 Management Partners Limited setting out brief
                                 particulars of the grounds on which the
                                 Warranty Claim is based within four years
                                 following Completion (and to the extent that
                                 such claim has not been satisfied or settled,
                                 legal proceedings in respect of the Breach have
                                 been both issued and served on Delta Management
                                 Partners Limited within six months of the date
                                 which is 1278 days (3.5 years) after the date
                                 of Completion); and

               7.5.2.  De minimis:

                       The amount of any duly notified claim exceeds $20,000 and
                       unless the aggregate amount of the Warrantors' liability
                       for all duly notified claims exceeds US$75,000, in which
                       case all such duly notified claims will lie

                                       32
<PAGE>

                       but the limitations and exclusions in this clause 7.5
                       will not apply to any Warranty Claim relating to:

                       -       The Warrantors' title to, or the status or
                               validity of, the Shares;

                       -       any statutory or criminal fine or penalty;

                       -       any claim which arises or is delayed as a result
                               of fraud, wilful misconduct or wilful concealment
                               by the Warrantors or any officer or employee of
                               the Warrantors or Directors; or

                       -       any claim under Clause 7.1.


               7.6.    Deed of Tax Covenant:

                       The Warrantors will not be liable for a Warranty Claim to
                       the extent that the loss occasioned by the relevant
                       Breach has been recovered under the Deed of Tax Covenant.
                       The terms of clauses 7.5.1.2, 7.5.1.3 and 7.5.2 shall
                       apply mutatis mutandis to any claim under the Deed of Tax
                       Covenant.

               7.7.    No Representation etc:

                       Information supplied by or on behalf of the Group to the
                       Warrantors or any of their subsidiaries or their agents
                       or professional advisers prior to Completion in
                       connection with the Warranties or the exceptions, or the
                       information disclosed in the Disclosure Letter or Deed of
                       Tax Covenant or otherwise in relation to the business and
                       affairs of the Group will not constitute a
                       representation, warranty or guarantee as to its accuracy,
                       and the Warrantors hereby assign to the Purchaser any
                       claims which they might otherwise have against the Group
                       or its employees or officers in respect of that
                       information, and undertake not to bring any action or
                       proceedings in relation to it.

               7.8.    Further Limitations on liability under Warranties:

                       The Warrantors shall not be liable in respect of any
                       claim for Breach or non-fulfilment of any of the
                       Warranties:

                       7.8.1.  Other Recovery: if and to the extent that the
                               loss occasioned by any Breach has already been
                               recovered under any of the other Warranties, or
                               under the Deed of Tax Covenant;

                       7.8.2.  Cap on Claims: The aggregate liability of each of
                               the Warrantors hereunder and under the Deed of
                               Tax Covenant shall not in the case of any
                               Warrantor exceed the total of the following
                               amounts: (a) the cash proceeds received by such
                               Warrantor following the sale of the Placement
                               Shares allotted to it hereunder; (b) where at the
                               date of determination of such Warrantor's
                               liability in respect of a claim for any

                                       33
<PAGE>

                               Breach or under the Deed of Tax Covenant Initial
                               Consideration Shares allotted to such Warrantor
                               are subject to the lock-in provisions in clause
                               6.1.1, the value of such shares on the date of
                               such determination; (c) the value of the Initial
                               Consideration Shares on the maturity of the lock-
                               in provisions (d) the value of any Deferred
                               Consideration (if any) actually received by such
                               Warrantor, provided that no value for any Initial
                               Consideration Share shall be counted more than
                               once in calculating such aggregate liability;

                       7.8.3.  Acts by Purchaser/the Group: in the case of
                               claims arising from any matter, act, omission or
                               circumstance, which would not have occurred but
                               for any voluntary act, omission or transaction of
                               the Group or its directors or employees, the
                               Purchaser or its directors or employees, carried
                               out or occurring after Completion otherwise than
                               in the ordinary course of business as carried on
                               prior to Completion; excluding claims which arise
                               pursuant to a binding commitment entered into by
                               any Group Company prior to Completion or claims
                               which arise where it is not reasonably
                               foreseeable that a claim will arise from any such
                               voluntary act, omission or transaction at the
                               time it is carried on or entered into;

                       7.8.4.  Other Exceptions:  to the extent that:

                               7.8.4.1.  the matter giving rise to the claim was
                                         taken into account in the Accounts or
                                         was referred to in, or would reasonably
                                         be inferred from the notes to the
                                         Accounts or the loss in respect of
                                         which the claim is made has
                                         specifically been taken into account in
                                         the Management Accounts and for which
                                         there is a specific allowance,
                                         provision or reserve in the Management
                                         Accounts.

                               7.8.4.2.  it arises or is increased as a result
                                         of an increase in rates of Taxation
                                         after the date of this Agreement or
                                         such breach or claim occurs as a result
                                         of any legislation, subordinate
                                         legislation, or Revenue Commissioners
                                         enunciated practice enacted, made, in
                                         force or allowed (as appropriate),
                                         after the date of this Agreement
                                         whether with or without retrospective
                                         effect;

                               7.8.4.3.  the loss giving rise to such claim has
                                         been recovered by the Purchaser or the
                                         Group from any third party or under any
                                         policy of insurance, and in this regard
                                         the Purchaser shall not do anything, or
                                         omit to do anything, which would make
                                         any of the Group's insurance void or
                                         voidable;

                               7.8.4.4.  it arises as a result primarily of any
                                         material change in the accounting
                                         policy or practice or in the financial
                                         year end of any Group Company after
                                         Completion;

                                       34
<PAGE>

                               7.8.4.5.  such claim arises or is increased as a
                                         result of new Tax legislation or any
                                         change in applicable law, regulation or
                                         regulatory requirements or practice
                                         made after Completion whether with or
                                         without retrospective effect;

                               7.8.4.6.  any tax for which the Group is or may
                                         be assessed is extinguished as a result
                                         of a payment of Tax already made in
                                         respect of that event;

                               7.8.4.7.  such claim if in respect of Tax, would
                                         not have arisen but for the fact that
                                         the treatment of any such assets or
                                         liabilities or of the Tax attributable
                                         to timing differences in future
                                         accounts of any Group Company is
                                         different from the treatment in the
                                         Accounts;

                               7.8.4.8.  such claim, if in respect of Tax, would
                                         not have arisen but for or has been
                                         increased by:

                                         (i)  a disclaimer, claim or election
                                              made or notice or consent given
                                              after Completion by the Purchaser
                                              or any Group Company, the making
                                              or doing of which was taken into
                                              account in computing the provision
                                              for Tax in the Accounts and which
                                              is specifically outlined in the
                                              Accounts or has been disclosed in
                                              the Disclosure Letter to the
                                              Purchaser; or

                                         (ii) a failure or omission by any Group
                                              Company to make any claim,
                                              election, surrender or disclaimer
                                              to give any notice or consent or
                                              do any other thing after
                                              Completion, the making or doing of
                                              which was taken into account in
                                              computing the provision for Tax in
                                              the Accounts where the making or
                                              doing of which was specifically
                                              outlined in the Accounts or was
                                              disclosed to the Purchaser;

                               7.8.4.9.  a defence of a third party claim giving
                                         rise to a Warranty claim is compromised
                                         or adversely affected by loss or
                                         destruction of records of any Group
                                         Company by the Purchaser after
                                         Completion.

                               7.8.4.10. Such claim is based upon a liability
                                         which is contingent only unless and
                                         until such contingent liability becomes
                                         an actual liability and is due and
                                         payable.

               7.9.  Remedies for breach of Warranties

                     The Purchaser's rights in respect of any matter which
                     amounts to a Breach of Warranties shall be limited to
                     damages. The Purchaser shall not be entitled to rescind the
                     Agreement.

                                       35
<PAGE>

               7.10.  Notification of breaches of Warranties

                      If the Purchaser becomes aware of a matter which appears
                      likely to the Purchaser to give rise to a claim against
                      the Warrantors for Breach of any of the Warranties, the
                      Purchaser shall as soon as reasonably practicable give
                      notice of that fact to the Warrantors.

               7.11.  Conduct of third party claims leading to Warranty claims

                      Subject to the provisions of Clause 7.15 hereof:

                      7.11.1.  if the claim in question is as a result of or in
                               connection with a claim by or liability to a
                               third party, the Warrantors and the Purchaser
                               shall consult with each other regarding the
                               conduct of such claim. Further, the Purchaser
                               shall and shall ensure that the Company will
                               provide to the Warrantors and their advisers
                               reasonable access to premises and personnel and
                               to relevant assets, documents and records as are
                               in the Purchaser' power or control for the
                               purposes of investigating the matter.

                      7.11.2.  the Purchaser shall keep the Warrantors fully
                               informed of the progress of any such claim and
                               the defence thereof and consult with and have due
                               regard for the Warrantors' reasonable
                               representations.

                      7.11.3.  where the Purchaser or any Group Company has
                               brought a claim against a third party (including
                               any Taxation authority or insurer), the Purchaser
                               shall procure that reasonable endeavours are used
                               (subject to the Warrantors indemnifying the
                               Purchaser for the reasonable costs and expenses
                               thereof) to recover any amounts due from any such
                               third party and, in the event that the Warrantors
                               have paid to the Purchaser an amount in respect
                               of which the Purchaser or the relevant Group
                               Company has a right of recovery from a third
                               party, the Purchaser shall as soon as reasonably
                               practicable after recovery from such third party
                               pay to the Warrantors an amount equivalent to the
                               amount so recovered.

               7.12.  Mitigation

                      Nothing in this Agreement shall be deemed to relieve the
                      Purchaser or the Group Companies from their common law
                      duty to mitigate their loss.

               7.13.  The Purchaser warrants to the Vendors that neither it nor
                      any member of the Purchaser's Group is aware at the date
                      of this Agreement of any fact or matter which may mean
                      that any warranty is untrue inaccurate or misleading.

               7.14.  If the Purchaser becomes aware of a matter which might
                      give rise to a claim and if such claim is as a result of
                      or in connection with a claim by or a liability to a third
                      party:

                                       36
<PAGE>

                      7.14.1.  the Warrantors shall have no liability in respect
                               of the claim until the claim by or liability to
                               the third party has been settled or finally
                               determined;

                      7.14.2.  the Purchaser shall, and shall ensure that the
                               Company will, provide to the Warrantors and their
                               advisers reasonable access to premises and
                               personnel and to relevant assets, documents and
                               records within the Purchaser's power or control
                               for the purposes of investigating the matter and,
                               in the case of a claim made against the
                               Warrantors pursuant to Clause 7.1.(2) hereof
                               only, enabling the Warrantors to take the action
                               referred to in Clause 7.15;

                      7.14.3.  the Vendors (at their cost) may take copies of
                               the documents or records, and photograph the
                               premises or assets, referred to in paragraph
                               7.14.2;

               7.15.  In the case of a claim made against the Warrantors
                      pursuant to Clause 7.1.(2) hereof, only

                      7.15.1.  the Purchaser shall and shall procure that the
                               Company shall take any action and institute any
                               proceedings, and give any information and
                               assistance, as the Warrantors may reasonably
                               request to dispute, resist, appeal, compromise,
                               defend, remedy, settle or mitigate the matter or
                               enforce against a person the rights of the
                               Purchaser in relation to the matter and in
                               connection with proceedings related to the matter
                               use advisers nominated by the Warrantors on the
                               basis that the Warrantors shall indemnify the
                               Purchaser for all reasonable costs incurred as a
                               result of any such request by the Warrantors; and

                      7.15.2.  the Purchaser shall not admit liability in
                               respect of, or compromise or settle, the matter
                               without the prior written consent of the
                               Warrantors (not to be unreasonably withheld or
                               delayed).

               7.16.  If the Warrantors pay to the Purchaser an amount in
                      respect of a claim pursuant to the Warranties and any
                      member of the Purchaser's Group subsequently recovers from
                      another person an amount which is referable to the matter
                      giving rise to the Breach:

                      (a)      if the amount paid by the Vendors in respect of
                               the Breach is more than the amount recovered, the
                               Purchaser shall immediately pay to the Warrantors
                               the sum recovered (less reasonable costs incurred
                               by the Purchaser in recovering such amount); and

                      (b)      if the amount paid by the Warrantors in respect
                               of the Breach is less than or equal to the amount
                               recovered, the Purchaser shall immediately pay to
                               the Warrantors an amount equal to the amount paid
                               by each Warrantor (less reasonable costs incurred
                               by the Purchaser in recovering such amount).

                                       37
<PAGE>

          8.   RESTRICTIONS ON VENDORS

               8.1.  Restrictions:

                     For the purpose of assuring to the Purchaser the full
                     benefit of the business and goodwill of the Group:

                     8.1.1.  each Covenantor undertakes with the Purchaser as
                             trustee for itself and the Group that for the
                             period of two years after Completion that
                             Covenantor will not carry on or be engaged,
                             concerned or interested in carrying on the
                             businesses of the provision of exception management
                             solutions for credit card issuers, acquirers,
                             processors and merchants within Ireland, the United
                             Kingdom, Germany or the United States of America,
                             either on its own behalf or in conjunction with or
                             on behalf of any other person, firm or body
                             corporate, but this restriction will not apply to
                             the mere holding of up to 5% of a class of
                             securities which are traded on a recognised
                             securities market; provided that this clause 8.1.1
                             shall not apply to the specified activities of
                             Brian Caulfield detailed in the Disclosure Letter,
                             provided further that this clause shall not
                             prohibit Mr. William O'Connor from accepting short
                             term contractual engagements in relation to the
                             matters referred to in this clause 8.1.1, where the
                             entity or entities with whom he accepts such short
                             term contractual engagements do not prominently
                             carry on the business of development and/or
                             marketing of software applications or secure
                             payments within electronic banking or mobile
                             commerce.

                     8.1.2.  for the period of two years after Completion no
                             Covenant shall (either on its own account or in
                             conjunction with or on behalf of any other person,
                             firm or body corporate) solicit or entice away from
                             the Group:

                             8.1.2.1.  any officer or employee, whether or not
                                       that person would commit a breach of its
                                       contract of employment by reason of
                                       leaving service (although any officer or
                                       employee will be entitled to respond to a
                                       public advertisement of employment); or

                             8.1.2.2.  any person, firm or body corporate who
                                       will have been a customer of the Group
                                       within six months before Completion, or
                                       since Completion; and

                     8.1.3.  each Covenant shall procure that no body corporate
                             owned or controlled directly or indirectly by such
                             Covenant will act in such a way as would be a
                             contravention of the obligations contained in this
                             clause 8.1 if such Covenantor were to so act.

               8.2.  Modification:

                                       38
<PAGE>

                     Whilst the restrictions in clause 8.1 are considered by the
                     parties to be reasonable and indispensable in all the
                     circumstances as at the date of this Agreement, it is
                     acknowledged that restrictions of that nature may be
                     invalid because of changed circumstances or other
                     unforeseen reasons; therefore, if any restrictions are held
                     to be void by any court or regulatory authority but would
                     be valid if part of the wording were amended or the
                     relevant period or scope reduced, those restrictions will
                     apply with the modifications necessary to make them valid
                     and effective, and those modifications will not affect the
                     validity of any other restrictions in this Agreement.

          9.   MISCELLANEOUS PROVISIONS

               9.1.  Restricted Financial Transfers:

                     The Vendors hereby declare for the purpose of the Financial
                     Transfers Act, 1992 that they are not resident in any
                     jurisdiction to which financial transfers (within the
                     meaning of the said Act) are restricted by order of the
                     Minister for Finance in accordance with the provisions of
                     that Act and do not hold any Shares, and will not receive
                     any part of the consideration, as nominee for any persons
                     so resident, and the Purchaser declares for the purpose of
                     the same Act that it is not so resident, is not acquiring
                     the Shares as nominee for any persons so resident and that
                     the Purchaser is not to its knowledge controlled directly
                     or indirectly by persons so resident.

               9.2.  Costs and Expenses:

                     The Purchaser will pay its own costs of and incidental to
                     this Agreement and its implementation. The Company shall,
                     subject to the provisions of Section 60 of the Companies
                     Act 1963 pay the legal, accounting and financial advisors
                     costs of the Principal Vendors (not to exceed the amount of
                     IR(Pounds)[ ] in aggregate) arising out of the Agreement,
                     provided however, and for the avoidance of doubt, that
                     neither the Company, or the Purchaser, shall have any
                     obligation to pay any costs in relation to the sale by any
                     Principal Vendor of its Placement Shares.

               9.3.  Severability:

                     All the terms and provisions of this Agreement are distinct
                     and severable, and if any term or provision is held or
                     declared to be enforceable, illegal or void in whole or in
                     part by any court, regulatory authority or other competent
                     authority it will 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.

               9.4.  Confidentiality:

                                       39
<PAGE>

                     9.4.1.  The Principal Vendors acknowledge that they have
                             been exposed to information about the Company which
                             is either a trade secret, confidential or
                             commercially sensitive and which may not be readily
                             available to others engaged in a similar business
                             to that of the Company or to the general public and
                             which if disclosed may cause harm to the Company or
                             the Purchaser.

                     9.4.2.  The Principal Vendors shall keep secret and shall
                             not at any time, for whatever reason, use
                             communicate or reveal to any person for their own
                             or another's benefit, any Company Confidential
                             Information which shall have come to their
                             knowledge prior to Completion. The Principal
                             Vendors shall as soon as reasonably practicable
                             inform the Purchaser of any disclosure or use of
                             any such information of which they become actually
                             aware knowing it to be Company Confidential
                             Information.

                     9.4.3.  The restrictions contained in sub-clause 9.4.2
                             shall not apply to:

                             (a)   any disclosure or use authorised in writing
                                   by the Purchaser or required in the ordinary
                                   and proper course of the particular Principal
                                   Vendor's service agreement with the Company
                                   or in or as required law or any securities
                                   exchange, regulatory or government body; or

                             (b)   any information which was known to the
                                   Principal Vendor concerned prior to the
                                   commencement of his employment or engagement
                                   by the Company or is in the public domain
                                   otherwise than as a result of a breach of
                                   this clause.

                     9.4.4.  Except:

                             (a)   as may be required by law or in the case of
                                   the Purchaser by any securities exchange,
                                   regulatory or government body; or

                             (b)   as may be required to vest the full benefit
                                   of this agreement in the Purchaser, including
                                   informing any employee, consultant, trade
                                   contact or customer connection of the Company
                                   or of the Purchaser of the change of
                                   ownership of the Company,

                             the provisions of this agreement and all
                             negotiations relating to this agreement are
                             strictly confidential and no announcement or
                             disclosure of or publicity relating to the sale and
                             purchase hereunder and terms of this agreement
                             shall be made by the parties to any third party
                             (other than their professional advisers) without
                             the written agreement of the other parties.

               9.5.  Whole Agreement:

                     This Agreement (together with any documents to be executed
                     under clause 3) and the Disclosure Letter supersede all
                     prior representations, arrangements,

                                       40
<PAGE>

                     understandings and agreements, and sets forth the entire,
                     complete and exclusive agreement and understanding between
                     the parties

               9.6.  Survival:

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

               9.7.  Remedies Cumulative:

                     The provisions of this Agreement and the rights and
                     remedies of the parties are cumulative and are without
                     prejudice and in addition to any rights or remedies which a
                     party may have at law or in equity. The exercise by a party
                     of any one right or remedy under this Agreement or at law
                     or in equity will not (unless expressly provided in this
                     Agreement or at law or in equity) operate so as to hinder
                     or prevent the exercise by that party of any other right or
                     remedy.

               9.8.  Waiver:

                     Any liability to the Purchaser under this Agreement may be
                     wholly or partially released, varied, compounded or
                     compromised by the Purchaser in its absolute discretion as
                     regards any of the Vendors or any other party without in
                     any way prejudicing or affecting its rights against any
                     other party under the same or a similar liability, whether
                     joint and several or otherwise. A waiver by the Purchaser
                     of any breach by any party of any of the terms, provisions
                     or conditions of this Agreement, or the acquiescence of the
                     Purchaser in any act (whether commission or omission) which
                     but for such acquiescence would be a breach, will not
                     constitute a general waiver of the term, provision or
                     condition or of any subsequent act which is inconsistent
                     with it.

               9.9.  Further Assurance:

                     At the request of the Purchaser, the Vendors shall (and
                     shall procure that any other necessary parties will)
                     execute and do all such documents, acts and things as may
                     reasonably be required subsequent to Completion by the
                     Purchaser for assuring to or vesting in the Purchaser
                     (including its nominee or nominees) the beneficial
                     ownership of the Shares.

               9.10. Notices:

                     9.10.1.  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

                                       41
<PAGE>

                              delivered or sent by pre-paid registered post or
                              facsimile addressed as follows:

                              The Purchaser:
                              Trintech Group plc
                              Trintech House
                              South County Business Park
                              Leopardstown
                              Dublin 18
                              F.A.O. Paul Byrne
                              Facsimile:  01 2074300

                              The Vendors:

                              William O'Connor
                              Apartment 6
                              2 Wilton Place
                              Dublin 2

                              Brian Caulfield and Helen McDonnell
                              71 The Green
                              Beaumont Woods
                              Beaumont
                              Dublin 9

                              Terry McWade
                              7 Leahy Terrace
                              Sandymount
                              Dublin 4

                              Delta Management Partners Limited
                              ICL South County Business Park
                              Leopardstown
                              Dublin 18
                              F.A.O. Shay Garvey, Esq.
                              Facsimile:  294 0877

                              Enterprise Ireland
                              Wilton Park House
                              Wilton Place
                              Dublin 2

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

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

                                       42
<PAGE>

                              9.10.2.1.  in the case of delivery, at the time of
                                         delivery;

                              9.10.2.2.  in the case of posting, 48 hours after
                                         posting (and proof that the envelope
                                         containing the notice or communication
                                         was properly addressed, prepaid,
                                         registered post will be sufficient
                                         evidence that the notice or other
                                         communication has been duly served or
                                         given); or

                              9.10.2.3.  in the case of facsimile, upon receipt
                                         by the addressee of the complete text
                                         in legible form

                              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.

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

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

               9.11. Governing Law:

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

               9.12. Jurisdiction:

                     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.

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

                                       43
<PAGE>

                               SEVENTH SCHEDULE
                               ----------------

                            Deferred Consideration

                                    Part A



     1.1. The Target Revenues for Year 1 are IR(Pounds)5,362,698.
          The Target Losses for Year 1 are IR(Pounds)1,640,292.

          The Target Revenues for Year 2 are IR(Pounds)16,861,015;

          The Target Profits for Year 2 are IR(Pounds)1,213,578.

     1.2. Within 60 days of the Deferred Consideration Accounts of the Company
          being approved in the manner set out in paragraph 2 below, provided
          the Deferred Consideration Accounts confirm that the Company has
          achieved the targets referred to below the Purchaser shall pay the
          Deferred Consideration as calculated in accordance with paragraphs 1.3
          and 1.4 below.

     1.3. Year 1

               1.3.1.  The Deferred Consideration (if any) payable in respect of
                       Year 1 Target Revenues shall be calculated as follows:

                       1.3.1.1. if Revenues in Year 1 are less than
                                IR(Pounds)4,826,428, the Deferred Consideration
                                payable to the Vendors shall be US$0;

                       1.3.1.2. if Revenues in Year 1 are equal to or greater
                                than IR(Pounds)4,826,428 but less than
                                IR(Pounds)5,362,698 the Deferred Consideration
                                shall be US$1,666,667;

                       1.3.1.3. if Revenues in Year 1 are equal to or greater
                                than IR(Pounds)5,362,698 but less than
                                IR(Pounds)5,898,968 the Deferred Consideration
                                shall be US$2,222,222;

                       1.3.1.4. if Revenues in Year 1 equal or exceed
                                IR(Pounds)5,898,968 the Deferred Consideration
                                shall be US$2,777,778.

               1.3.2.  The Deferred Consideration (if any) payable in respect of
                       Year 1 Target Losses shall be calculated as follows:

                       1.3.2.1. if Losses in Year 1 are greater than
                                IR(Pounds)1,804,321, the Deferred Consideration
                                payable to the Vendors shall be US$0;

                       1.3.2.2. if Losses in Year 1 are equal to or less than
                                IR(Pounds)1,804,321 but are greater than
                                IR(Pounds)1,640,292, the Deferred Consideration
                                shall be US$833,333;

                                      99
<PAGE>

                       1.3.2.3. if Losses in Year 1 are equal to or less than
                                IR(Pounds)1,640,292 but are greater than
                                IR(Pounds)1,476,263, the Deferred Consideration
                                shall be US$1,111,111.

                       1.3.2.4. if Losses in Year 1 are equal to or less than
                                IR(Pounds)1,476,263 the Deferred Consideration
                                shall be US$1,388,889.

     1.4. Year 2

               1.4.1.  The Deferred Consideration (if any) payable in respect of
                       Year 2 Target Revenues shall be calculated as follows:

                       1.4.1.1. if Revenues in Year 2 are less than
                                IR(Pounds)15,174,914, the Deferred Consideration
                                payable to the Vendors shall be US$0;

                       1.4.1.2. if Revenues in Year 2 are equal to or greater
                                than IR(Pounds)15,174,914 but less than
                                IR(Pounds)16,861,015, the Deferred Consideration
                                shall be US$3,333,334;

                      1.4.1.3.  if Revenues in Year 2 are equal to or greater
                                than IR(Pounds)16,861,015 but less than
                                IR(Pounds)18,547,117, the Deferred Consideration
                                shall be US$4,444,445.

                      1.4.1.4.  if Revenues in Year 2 are equal to or exceed
                                IR(Pounds)18,547,117, the Deferred Consideration
                                shall be US$5,555,556.

              1.4.2.  The Deferred Consideration (if any) payable in respect of
                      Year 2 Target Profits shall be calculated as follows:

                      1.4.2.1.  if Profits in Year 2 are less than
                                (Pounds)1,092,220, the Deferred Consideration
                                payable by the Purchaser to the Vendors shall be
                                US$0;

                      1.4.2.2.  if Profits in Year 2 are equal to or greater
                                than IR(Pounds)1,092,220 but less than
                                IR(Pounds)1,213,578, the Deferred Consideration
                                shall be US$1,666,667;

                      1.4.2.3.  if Profits in Year 2 are equal to or greater
                                than IR(Pounds)1,213,578 but less than
                                IR(Pounds)1,334,935, the Deferred Consideration
                                shall be US$2,222,222.

                      1.4.2.4.  if Profits in Year 2 are equal to or greater
                                than IR(Pounds)1,334,935, the Deferred
                                Consideration shall be US$2,777,778;

     1.5. For the avoidance of doubt, the Deferred Consideration will be payable
          if any of the Deferred Consideration is payable in respect of Target
          Revenues regardless of the fact that the Deferred Consideration
          relating to Target Profits/Losses may not be payable and vice versa.

                                      100
<PAGE>

     1.6.   In the event that the Company achieves the Target Revenue or Target
            Profits/ Losses in Year 1 or Year 2 as set out in clauses 1.3.1.3,
            1.3.2.3, 1.4.1.3 or 1.4.2.3 (as appropriate), the Purchaser shall
            pay to the Vendors the Deferred Consideration as set out in clauses
            1.3.1.3, 1.3.2.3, 1.4.1.3 or 1.4.2.3 (as appropriate) and the
            balance of the Deferred Consideration payable in accordance with
            clauses 1.3.1.4, 1.3.2.4, 1.4.1.4 or 1.4.2.4 shall be paid to the
            employees of the Company pursuant to Clause 2.5 of the Agreement.

     1.7.   Any such payments to be made pursuant to this paragraph:

            (a)  shall be made within 60 days of the relevant Deferred
                 Consideration Accounts being approved; and

            (b)  shall be satisfied by the payment of Deferred Consideration in
                 accordance with the terms of the Agreement, equal to the amount
                 of the Year 1 Deferred Consideration and the Year 2 Deferred
                 Consideration, as the case may be.

     1.8.   The aggregate number of shares in the capital of the Purchaser to be
            allotted in satisfaction of the Year 1 and Year 2 Deferred
            Consideration shall be determined as follows:

            (1)  where the value of the shares in the capital of the Purchaser
                 at the Payment Date is more than US$28 the number of shares
                 shall be the amount of the Deferred Consideration divided by
                 that value;

            (2)  where the value of the shares in the capital of the Purchaser
                 at the Payment Date is less than US$28, the number of shares
                 shall be the amount of the Deferred Consideration divided by
                 US$28.

     1.9.   Notwithstanding clause 2.5, the aggregate number of Deferred
            Consideration Shares to be issued to the Vendors at the end of each
            of Year 1 and Year 2 shall be apportioned between the Vendors as set
            out in Part E of this Schedule.

     1.10.  Notwithstanding clause 2.5, the aggregate number of Deferred
            Consideration Shares (if any) to be issued to the employees of the
            Company at the end of each of Year 1 and Year 2 pursuant to the
            terms of this Agreement shall be apportioned between those persons
            who are employees of the Company on 31st July, 2001 in the case of
            Year 1, and 31st July, 2002 in the case of Year 2 in the manner
            determined by board of directors of the Company on the advice of
            management of the Company.

     2.     The Year 1 and Year 2 Losses/Profits and Revenues shall be
            determined as follows:

     2.1    The Purchaser shall procure that, as soon as reasonably practicable
            following the end of Year 1 or Year 2 (as the case may be) (and in
            any event within 90 days of the end of Year 1) or Year 2 (as the
            case may be) the draft Deferred Consideration Accounts are prepared
            in accordance with the general principles, accounting policies and
            procedures set out in part B of this schedule and delivered to the
            Vendors' Accountants;

                                      101
<PAGE>

     2.2    The Principal Vendors shall procure that the Vendors' Accountants
            shall notify the Purchaser within 30 days of receipt of such draft
            Deferred Consideration Accounts whether or not they accept them for
            the purposes of this Agreement;

     2.3    If the Vendors' Accountants notify the Purchaser that the Principal
            Vendors do not accept such draft Deferred Consideration Accounts:

            (a)  the Principal Vendors shall procure that the Vendors'
                 Accountants shall set out in detail reasons for such non-
                 acceptance and specify the adjustments which, in their opinion,
                 should be made to the draft Deferred Consideration Accounts in
                 order to comply with the requirements of this Agreement; and

            (b)  the parties shall use all reasonable endeavours to meet and
                 discuss the objections of the Vendors' Accountants and to reach
                 agreement upon the adjustments (if any) required to be made to
                 the draft Deferred Consideration Accounts.

     2.4    If the Vendors' Accountants are satisfied with the draft Deferred
            Consideration Accounts (either as originally submitted or after
            adjustments agreed between the Vendors' Accountants and the
            Purchaser) or if the Vendors' Accountants fail to notify the
            Purchaser in writing of the Vendors' non-acceptance of the draft
            Deferred Consideration Accounts within the 30 day period referred to
            in paragraph 2.2, then the draft Deferred Consideration Accounts
            (incorporating any agreed adjustments) shall be deemed to constitute
            the Deferred Consideration Accounts for the purposes of this Part A.

     2.5    If the Vendors' Accountants and the Purchaser do not reach agreement
            within 30 days of the Vendors' Accountants notice of non acceptance
            under paragraph 2.3, then the matters in dispute shall be referred,
            on the application of either party, for determination by an
            independent firm of internationally recognised chartered accountants
            to be agreed upon by the Vendors and the Purchaser or, failing
            agreement, to be selected by the President for the time being of the
            Institute of Chartered Accountants in Ireland. The following terms
            of reference shall apply:

            (a)  the Purchaser and the Vendors' Accountants shall each promptly
                 prepare a written statement on the matters in dispute which
                 (together with the relevant documents) shall be submitted to
                 such independent firm for determination;

            (b)  in giving such determination the firm shall state what
                 adjustments (if any) are necessary to the draft Deferred
                 Consideration Accounts in respect of the matters in dispute in
                 order to comply with the requirements of this agreement;

            (c)  any such firm shall act as an expert (and not as an arbitrator)
                 in making any such determination which shall be final and
                 binding on the parties;

            (d)  the expenses of any such determination by an independent firm
                 of accountants shall be borne between the Vendors' and the
                 Purchaser in such proportions as the firm shall in its
                 discretion determine.

                                      102
<PAGE>

     2.6    When the Vendors' Accountants and the Purchaser reach (or pursuant
            to paragraph 2.4 are deemed to reach) agreement on the Deferred
            Consideration Accounts or the Deferred Consideration Accounts are
            finally determined at any stage in the procedures set out in this
            paragraph 2, then the Deferred Consideration Accounts as so agreed
            or determined shall be the Deferred Consideration Accounts for the
            purposes of this Part A and shall be final and binding on the
            parties.

     2.7    The Purchaser shall ensure that the Company provides the Principal
            Vendors and the Vendors' Accountants with such access to the
            employees, accounts, working papers and other financial information
            of the Company as is reasonably necessary for the purposes of
            determining the Year 1 and Year 2 Deferred Consideration and to seek
            reasonable explanations of any matter.

     3.     Save with the written consent of the Vendors (such consent not to be
            unreasonably withheld or delayed in the event of the Vendor and the
            Purchaser agreeing to an appropriate adjustment to the Deferred
            Consideration Accounts) the Purchaser shall procure that the Company
            shall not petition for the liquidation of the Company or permit or
            procure the passing of a resolution to wind-up the Company
            voluntarily.

     4.

            4.1  The Purchaser shall not, during the period commencing on the
                 date of Completion and ending 30th June, 2002, in relation to
                 the Company take any action or fail to take any action with the
                 express intention of restricting the ability of the Company to
                 earn such level of profits and turnover which the Company might
                 reasonably have expected to have earned in the normal and
                 ordinary course of business;

            4.2  Without prejudice to the generality of Clause 4.1 the Purchaser
                 shall not without the prior written consent of the Principal
                 Vendors:

                 (a)  dispose of the whole or any part of the Company's business
                      or any asset required for the conduct thereof or reduce
                      the nature and extent of the Company's business as carried
                      on at the date of this Agreement;

                 (b)  sell the Shares;

                 (c)  relocate any key employees of the Company (key employees
                      for the purpose of this clause being employees earning
                      more than IR(Pounds)50,000 per annum) within the
                      Purchaser's Group.

            4.3  The Purchaser shall in respect of each of the periods ended on
                 each of 1st January 2001 ("First Review"), 30th June 2001
                 ("Second Review") and 1st January, 2002 review ("Third Review")
                 review the performance of the Company's business by examining:

                 (a)  in the case of the First Review the monthly management
                      accounts of the Company for the six month period from 1st
                      July 2000 to 31st December, 2000;

                                      103
<PAGE>

                 (b)  in the case of the Second Review the monthly management
                      accounts of the Company for the six month period from 1st
                      January 2001 to 30th June 2001; and

                 (c)  in the case of the Third Review the monthly management
                      accounts of the Company for the six month period form 1st
                      July 2001 to 1st January 2002.

                 If on completing any such review the Purchaser is of the
                 opinion that the Company has failed to meet both the revenue
                 target and profit target for any of the relevant six month
                 periods, as detailed in the Revenue and Profit Targets
                 Schedule, then the Purchaser shall be entitled to terminate the
                 rights of the Principal Vendors as detailed in Clause 4.2 with
                 immediate effect, provided that the rights of the Purchaser
                 under this clause 4.3 shall be without prejudice to the
                 provisions of Clause 4.1 or to the entitlement of the Vendors
                 to earn the Deferred Consideration.

                                      104
<PAGE>

                                    Part B

     1.   The following provisions shall apply for the purpose of calculating
          the Year 1 and Year 2 Deferred Consideration Accounts:

          (a)  no account shall be taken of (i) professional fees relating to
               this Agreement; (ii) Stock Compensation Charges; or (iii) other
               matters arising from the transaction contemplated by this
               Agreement;

          (b)  capital receipts and expenditure, otherwise than from the
               disposal or acquisition of fixed assets (but not plant and
               machinery) in the ordinary course of business as carried on up to
               Completion shall be disregarded save that any interest earned or
               saved in consequence of the same shall be taken into account and
               calculated in accordance with paragraph 1(f);

          (c)  depreciation attributable to any revaluation of plant and
               machinery or freehold property or other capital assets made after
               Completion or any capital receipt or expenditure referred to in
               paragraph 1(b) shall be disregarded;

          (d)  to the extent that the Company shall pay any management or
               administration charge or charge for goods or services or any
               facility to any member of the Purchaser's Group and (i) the
               amount of such charges exceeds the amount which the company in
               question would have had to pay on an open market arm's length
               basis or (ii) the goods or services or facility in question were
               not required by the company in question (or would not have been
               required had such company not been a subsidiary of any member of
               the Purchaser's Group) the Deferred Consideration Accounts shall
               be adjusted to eliminate such excess;

          (e)  to the extent that the Company shall provide goods or services or
               any facility to any person and the amount payable for such goods
               services or facilities is less than the amount that the Company
               would have been likely to obtain on an open arms length basis,
               the Deferred Consideration Accounts shall be adjusted to
               eliminate such deficit or loss;

          (f)  notwithstanding the actual cost of funds, interest on all
               borrowings including all sums loaned from any company in the
               Purchaser's Group (otherwise than under hire-purchase or lease
               agreements) shall be deemed to accrue at a yearly rate of 2 per
               cent. above the prime rate of the Bank of Ireland from time to
               time in force;

          (g)  no account shall be taken of any profit or loss of any business,
               company or other undertaking acquired by the Company following
               Completion or any joint venture or profit or loss sharing
               arrangement entered into other than in the ordinary course of
               business as carried on prior to Completion or any costs and
               expenses borne by the Company

                                      105
<PAGE>

               in respect of any such business, company, undertaking, venture or
               arrangement.

                                      106
<PAGE>

                                     Part C

                                    Set-off

1.1  If the Purchaser shall have notified the Warrantors in accordance with the
     Agreement of any claim under clause 7 of the Agreement or the Deed of Tax
     Covenant, the Purchaser shall, subject to compliance with the provisions of
     this part C, have the right to set-off such amount in respect of any claim
     or claims so notified as shall either:

     (a)  be agreed in writing by the Warrantors or the Vendors' solicitors on
          their behalf;

     (b)  be the subject of a final judgment of a court of competent
          jurisdiction against the Warrantors in respect of that claim (for
          which there shall be no right of appeal or any time for the bringing
          of an appeal has expired without any appeal being made); or

     (c)  be in the case of any claim for Taxation, the subject of a final and
          binding assessment of the relevant revenue authority in respect of
          that claim

     against any part of the Deferred Consideration for the Shares remaining
     unsatisfied provided, however, that this right of set-off shall not entitle
     the Purchaser to reduce the amount of Deferred Consideration (if any)
     payable to Enterprise Ireland hereunder, but rather shall only reduce, pro
     rata, the amount of Deferred Consideration payable to each of the
     Warrantors and the employees of the Company hereunder.

1.2  The rights of set-off set out in this part C are without prejudice to any
     other right or remedy which the Purchaser may have against the Warrantors
     or any of them, whether under the terms of this agreement or otherwise, but
     other than as set out in this Part C, the Purchaser shall have no right to
     withhold the payment of the Deferred Consideration, due under this
     agreement or claim any other form of set-off, deduction or withholding from
     such amounts.

1.3  Any exercise by the Purchaser of its right of set-off under paragraph 1.1
     shall not operate to prevent or delay settlement of any part of the
     Deferred Consideration then due.

                                      107
<PAGE>

                                     Part D

                                  Definitions



     "Deferred Consideration Accounts" means the accounts prepared pursuant to
     paragraph 2 of this Schedule in order to determine the Year 1 Deferred
     Consideration or the Year 2 Deferred Consideration (as the case may be) and
     in accordance with the principles, policies and procedures set out in part
     B of this Schedule;

     "Purchaser's Group" means the Purchaser and any company which is a
     Subsidiary or Holding Company of the Purchaser;

     "Year 1" means the accounting period commencing on 1 July 2000 and ending
     30 June 2001;

     "Year 1 Deferred Consideration" means the Year 1 Deferred Consideration
     payable in respect of Year 1 Revenues and/or Year 1 Profits calculated in
     accordance with part A of this Schedule;

     "Year 2" means the accounting period commencing on 1 July 2001 and ending
     30 June 2002;

     "Year 2 Deferred Consideration" means the Year 2 Deferred Consideration
     payable in respect of Year 2 Revenues and/or Year 2 profits calculated in
     accordance with part A of this Schedule;

                                      108
<PAGE>

                                     Part F

                       Schedule of Deferred Consideration

===============================================================================

                Vendors                   Percentage of Deferred Consideration
                                                         Shares
                                                          (%)
-------------------------------------------------------------------------------
Principal Vendors
-------------------------------------------------------------------------------
Brian Caulfield                                          21.233
-------------------------------------------------------------------------------
Delta Management Partners Limited                        16.204
-------------------------------------------------------------------------------
Bill O'Connor                                            15.071
-------------------------------------------------------------------------------
Helen McDonnell                                           6.506
-------------------------------------------------------------------------------
Enterprise Ireland                                        5.015
-------------------------------------------------------------------------------
Terry McWade                                             12.104
-------------------------------------------------------------------------------
Minority Shareholders
-------------------------------------------------------------------------------
Gary Ramsay                                               3.202
-------------------------------------------------------------------------------
Eamon Keating                                             3.096
-------------------------------------------------------------------------------
Ruth Clarke                                               1.394
-------------------------------------------------------------------------------
Gerry Gielty                                              1.394
-------------------------------------------------------------------------------
Linda Harte                                               0.959
-------------------------------------------------------------------------------
Adele Cooper                                              1.403
-------------------------------------------------------------------------------
Michael Foley                                             0.892
-------------------------------------------------------------------------------
Nigel Eades                                               0.800
-------------------------------------------------------------------------------
Sheila Gallen                                             0.035
===============================================================================

                                      109
<PAGE>

===============================================================================
Niamh Redmond                                             0.117
-------------------------------------------------------------------------------
Mairead Fagan                                             0.053
-------------------------------------------------------------------------------
Breda Hanley                                              0.053
-------------------------------------------------------------------------------
Edel Egan                                                 0.053
-------------------------------------------------------------------------------
Bernadette Fleming                                        0.053
-------------------------------------------------------------------------------
Catherine Roche                                           0.053
-------------------------------------------------------------------------------
Sharon Walsh                                              0.027
-------------------------------------------------------------------------------
Lisa McMahon                                              0.019
-------------------------------------------------------------------------------
Michael O'Sullivan                                        0.019
-------------------------------------------------------------------------------
Aidan Leonard                                             0.025
-------------------------------------------------------------------------------
Sarah Eustace                                             0.025
-------------------------------------------------------------------------------
Orna Kearney                                              0.012
-------------------------------------------------------------------------------
Joanna Cheong                                             0.012
-------------------------------------------------------------------------------
Josie Quinn                                               0.012
-------------------------------------------------------------------------------
Pauline McCormack                                         0.021
-------------------------------------------------------------------------------
Margaret Twomey                                           0.011
-------------------------------------------------------------------------------
Aoife McAuliffe                                           0.011
-------------------------------------------------------------------------------
Paul Walshe                                               0.018
-------------------------------------------------------------------------------
Rachel Gallen                                             0.014
-------------------------------------------------------------------------------
Laura Kelly                                               0.007
-------------------------------------------------------------------------------
Aileen Taylor                                             0.007
===============================================================================

                                      110
<PAGE>

===============================================================================
Cillin Hearns                                             0.007
-------------------------------------------------------------------------------
Jonathan Roche                                            0.007
-------------------------------------------------------------------------------
Damien Joyce                                              0.007
-------------------------------------------------------------------------------
Diane O'Brien                                             0.007
-------------------------------------------------------------------------------
Eamonn Cummins                                            0.007
-------------------------------------------------------------------------------
Sarah McArtain                                            0.007
-------------------------------------------------------------------------------
Ramesh Maturi                                             0.007
-------------------------------------------------------------------------------
Elaine Strumble                                           0.007
-------------------------------------------------------------------------------
Niamh Murphy                                              0.007
-------------------------------------------------------------------------------
Rachel O'Connor                                           0.007
-------------------------------------------------------------------------------
Employees                                                 10.00%
-------------------------------------------------------------------------------
Total                                                       100%
===============================================================================

                                      111