EXHIBIT 4.1


                             [Notarisation required]

                       Offer to acquire a Fractional Share

                                    Preamble

Dr. Ernst Dieter Herbst, resident at Ginsterweg 18, 59425 Unna (the
"Shareholder") is the sole shareholder of ht-Mikroelektronik GmbH, registered in
the commercial register of the local court in Duisburg under HRB 4621 (the
"Company"). The Company has a stated share capital in the amount of DM 50,000.--
consisting of one sole share in the nominal amount of DM 50,000.-- (the
"Share").

The Shareholder intends to grant employees of the Company the opportunity to
participate in any future increases of the value of the Company. Such
opportunity shall consist in the option to acquire a fractional share in the
Company in the future at a purchase price which is already fixed as of this
date.

                                       I.
                                      Offer

The Shareholder herewith grants

     Mr./Ms. _________ (the "Employee"), resident at __________

the irrevocable offer (the "Offer") to acquire a fractional share in the Share
on the basis of the following contract and in accordance with the following
provisions:

           Agreement on the Sale and Assignment of a Fractional Share

                                   Section 1
                               Sale and Assignment

1.1      Subject to the terms and conditions of this Offer, the Shareholder
         herewith sells to the Employee out of the Share a fractional share in
         the nominal amount of DM [_________] (the "Fractional Share") which
         corresponds to ___% of the Share. The Fractional Share shall
         participate in the profits of the Company as from the beginning of the
         fiscal year in which the contract becomes effective.

1.2      The Shareholder herewith assigns the Fractional Share to the Employee.
         The Assignment is made under the condition precedent (aufschiebend
         bedingt) that the purchase price is fully and irrevocably paid in
         accordance with Section 3 of this contract.

                                      Section 2
                       Share Split, Consent of the Company

The Company has granted its consent vis-a-vis the Shareholder to the split of
the Share pursuant to Section 17 para. 1 of the act of limited liability
companies (GmbHG), Sec. 6 para. 1 of the articles of association on the basis of
a shareholder's resolution. A copy of such consent is attached to this contract
as Annex 1.

                                      Section 3
                                 Purchase Price

3.1      The purchase price for the Fractional Share amounts to U.S. dollar
         [_______] for the _______ nominal amount of the Fractional Share.

3.2      The purchase price is payable in full upon this contract becoming
         effective by way of remittance to the bank account of the Shareholder,
         which Shareholder shall provide to Employee upon notice of intent to
         accept this Offer given by Employee.

                                      Section 4
                  Representations and Warranties of Shareholder

The Shareholder represents and warrants as of the date on which this contract
becomes effective that he is the owner of the Fractional Share, that the
Fractional Share has been fully paid up and that the Fractional Share is free
from any third party rights. Any other representations and warranties, in
particular with regard to the business of the Company, are excluded.

                                    Section 5
                                  Miscellaneous

In the event that a provision of this contract is invalid, all other provisions
shall remain unaffected thereby. The invalid provision shall be replaced by such
a provision which comes as close as possible to the intention of the parties.


                                       II.
                        Provisions relating to the Offer

                                      Section 1
                             Acceptance of the Offer

1.1      The Offer made under section I. hereto may be accepted only as is and
         by way of an irrevocable statement of acceptance in front of a German
         notary public. The statement in front of the notary public results in
         the contract becoming effective (Section 152 German Civil Code). The
         notary public is obliged to forthwith forward to the Shareholder a
         certified copy of the statement of acceptance.

1.2      The Offer may be accepted the earliest by February 7, 2005. It may not
         be accepted later than by February 7, 2015. The date of the acceptance
         is the date on which the statement of acceptance is made in front of
         the German notary public (Section 1.1).

                                    Section 2
              Non-Assignability, Continuing Employment Relationship

2.1      "The Offer is non-assignable. The Offer may be accepted by the Employee
         only. In case of death prior to the acceptance of the Offer, the Offer
         forfeits upon death.

2.2      Should the employment relationship between the Employee and the Company
         terminate prior to the earliest date on which the Offer may be
         accepted, the Offer forfeits upon termination of the employment
         relationship without any right to compensation or indemnification.

                                    Section 3
                                Sale of the Share

3.1      Should the Shareholder sell the Share prior to the acceptance of the
         Offer to a third party (the "Acquiror"), the Shareholder is obligated
         to have the Acquiror assume the obligations of the Shareholder under
         the Offer and the Acquiror shall assume the obligations of the
         Shareholder under the Offer. A "sale" in the meaning of the forgoing
         sentence is the conclusion of a sale and purchase agreement
         (Kaufvertrag). A sale of the Share also consists in the grant of
         options on the Share or a combination of options and a sale and
         purchase agreement jointly relating to the entire Share. Once the
         Acquiror assumes the obligations under the Offer, the Shareholder is
         released from all such obligations. The preceding rules also apply, if
         the Shareholder did already enter into an agreement on the sale of the
         Share at the time the Offer is made, provided such agreement has not
         yet been consummated.

3.2      The obligation of the Shareholder pursuant to 3.1 becomes inapplicable
         if the Acquiror offers to the Employee the grant of options on shares
         (quotas, stock) in the Acquiror or an affiliated company of the
         Acquiror (the "Substitute Offer") and the terms and conditions under
         which the Substitute Offer is made are substantially equivalent to
         those of the Offer. The same applies, if the Acquiror commits itself in
         connection with the sale of the Share towards the Shareholder to grant
         such Substitute Offer to the Employee. A Substitute Offer is also
         deemed to be substantially equivalent, even if the terms and conditions
         of the Substitute Offer are different from those in the Offer, but the
         rights of the Employee under the Substitute Offer have substantially
         the same value as the rights of the Employee under the Offer, using
         generally accepted methods for valuation. Both for the valuation of the
         Offer and the Substitute Offer, the "intrinsic value method" may be
         used, i.e. the Offer and the Substitute Offer are valued on the basis
         of the benefit to the Employee under the assumption that the Offer
         respectively the Substitute Offer are exercisable and exercised on the
         relevant date. A discrepancy of up to 10% is irrelevant, tax effects to
         the Employee shall be disregarded. Both for the Offer and for the
         Substitute Offer the evaluation shall be made as of the date the
         Substitute Offer is made. For purposes of the valuation of the Offer,
         the value of the Company is currently U.S. Dollars 13 million under the
         assumption (going concern) that the current employees and the current
         management of the Company continue to be employed with the Company for
         a period of at least four years as from the date hereof.

3.3      If a Substitute Offer within the meaning of Section 3.2 is made after
         the date on which the Acquiror assumes the obligations under this
         Offer, this Offer becomes inapplicable on the date of grant of the
         Substitute Offer, irrespective of whether the Substitute Offer is
         accepted by the Employee or not.

3.4      In the event of a sale of the Share, the Shareholder shall inform the
         Employee of the name of the Acquiror, the date of the sale as well as
         on those provisions agreed upon with the Acquiror with regard to the
         Offer and/or the Substitute Offer. The Employee has no additional
         information rights.

                                    Section 4
                     Binding Offer, Forfeiture of the Offer

4.1      The Offer is irrevocable.

4.2      The Offer forfeits without any compensation or indemnification rights
         of the Employee on July 31, 2001 if the Shareholder has not sold the
         Share in accordance withSection 3 by such date.

                                    Section 5
                                 No Shop Custom

The grant of the Offer is voluntary. It does not result in any rights other than
those in the Offer. In particular, there is no right to the grant of similar or
equivalent offers or commitments in future.