EXHIBIT 4.9

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

                            SHARE PURCHASE AGREEMENT

                                   dated as of

                               November 17, 2005

                                  by and among

                               NICE SYSTEMS LTD.,

                                       and

                  THE SELLING SHAREHOLDERS LISTED ON EXHIBIT A

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

<PAGE>


                            SHARE PURCHASE AGREEMENT

     THIS SHARE PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into
as of November 17, 2005 by and among Nice Systems Ltd., an Israeli corporation
(the "PURCHASER"), and the Selling Shareholders listed on EXHIBIT A (the
"SELLING SHAREHOLDERS").

                                    RECITALS

     A. FAST Video Security AG (the "Company") is a corporation
(AKTIENGESELLSCHAFT) duly established and validly existing under the laws of
Switzerland with its corporate seat in Boesch 45, 6331 Huenenberg, Switzerland
and registered with the commercial register of the Canton of Zug under
CH-170.3.019.722-2. The stated capital of the Company amounts to eight hundred
thousand Swiss Francs (CHF 800,000) divided into eight hundred (800) bearer
shares fully paid up in cash with a par value of CHF 1,000 each, of which seven
hundred sixty (760) shares are held by the Selling Shareholders and forty (40)
shares are held by the Company.

     B. The Selling Shareholders are the legal and beneficial owners of seven
hundred sixty (760) shares of the Company, and desire to sell all seven hundred
sixty (760) of such shares of the Company to the Purchaser, upon the terms and
subject to the conditions set forth herein.

     C. CornerstoneCapital Beteiligungen GmbH and IDP Investments GmbH (each a
"Lender" and collectively the "Lenders") are the lenders of shareholders' loans
in the total amount of CHF 600,000 to the Company under a loan agreement dated
July 29, 2003 (the "Shareholders' Loans").

     D. The Purchaser desires to acquire all of the issued and outstanding share
capital of the Company from the Selling Shareholders, upon the terms and subject
to the conditions set forth herein (the "ACQUISITION"), such that upon
consummation of the Acquisition the Purchaser will own all of the issued and
outstanding share capital of the Company not being held by the Company itself.

     E. As an inducement for the Purchaser to consummate the Acquisition, the
Selling Shareholders have agreed to make certain representations, warranties,
covenants and other agreements in connection with the Acquisition, all as set
forth herein.

                                    AGREEMENT

     In consideration of the mutual promises, agreements, warranties and
provisions contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

<PAGE>


                                    SECTION 1

                           PURCHASE AND SALE OF SHARES

     1.1 PURCHASE AND SALE OF SHARES.

          (a) TRANSFER OF SHARES; RECEIVING CONSIDERATION. Subject to the terms
     and conditions of the Transaction Documents, the Purchaser hereby agrees to
     purchase at the Closing (as defined below) and each of the Selling
     Shareholders agrees to sell, convey, transfer, assign and deliver to the
     Purchaser at the Closing, all right, title and interest in and to that
     number of shares of the Company set forth next to such Selling
     Shareholder's name in EXHIBIT A, comprising in total seven hundred sixty
     (760) shares of the Company with a par value of CHF 1,000 each,
     representing all of the issued and outstanding shares of the Company and/or
     any rights to acquire shares of the Company, together with all rights
     attached or accruing to them (the "SHARES") except for the forty (40)
     shares held by the Company itself. The Shares are represented by the share
     certificates listed in EXHIBIT A (THE "SHARE CERTIFICATES").

          (b) Upon consummation of the Closing the Purchaser shall be the sole
     owner of all the Shares.

          (c) The Purchaser shall not be obliged to complete the purchase of any
     of the Shares unless the purchase of all of the Shares is completed
     simultaneously.

          (d) The Selling Shareholders hereby irrevocably waive all rights of
     pre-emption, first refusal, and other rights over the Shares conferred on
     them either by the Charter Documents or in any other way.

     1.2 CONSIDERATION.

          (a) PURCHASE PRICE. The aggregate purchase price for the Shares (the
     "Purchase Price") shall be the sum of the Base Payment (as defined below),
     the Earn Out 1 (as defined below), and the Earn Out 2 (as defined below),
     in each case payable in U.S. Dollars, as calculated and adjusted in
     accordance with the terms of this Agreement.

          (b) BASE PAYMENT. At the Closing, the amount of twenty-one million
     U.S. dollars ($21,000,000) shall be paid by the Purchaser as follows (the
     "Base Payment"):

               (i) Three million U.S. dollars ($3,000,000) (the "ESCROW FUNDS")
          shall be paid by the Purchaser to UBS AG or such other agent as shall
          be mutually agreed among the parties hereto (the "ESCROW AGENT"), for
          deposit in escrow (the "ESCROW"), for the purpose of satisfying or
          contributing towards the satisfaction of Damages (as defined in
          Section 7 below) in accordance with the terms of the Escrow Agreement
          to be entered into by and among the Purchaser, the Selling
          Shareholders and the Escrow Agent in the form attached hereto as
          EXHIBIT B subject only to amendments required by the Escrow Agent and
          agreed by the Purchaser and the Shareholder Representative (the
          "ESCROW AGREEMENT"); and


                                     - 2 -
<PAGE>


               (ii) an additional amount determined in accordance with this
          Section 1.2(b)(ii) (the "PURCHASE RESERVE") shall be paid by the
          Purchaser to the Escrow Agent, pending resolution of the adjustment
          procedure of the Purchase Price set forth in Section 1.3 below. If the
          Estimated Closing Shareholders Equity (as defined below) is zero or
          positive, then the Purchase Reserve shall be eight hundred thousand
          U.S. dollars ($800,000); if the Estimated Closing Equity (as defined
          below) is a deficit of more than zero, then the Purchase Reserve shall
          be an amount equal to such deficit plus eight hundred thousand U.S.
          dollars ($800,000); and

               (iii) an amount equal to 120% of the Estimate (as defined in
          Section 5.10(b)) shall be transferred to the Escrow Agent (the "Audit
          Fee Reserve");

               (iv) any amount by which the Purchase Price is to be reduced
          pursuant to Section 6.3(j) of this Agreement shall be retained by the
          Purchaser and deducted from the Base Payment; and

               (v) the balance ("the "CLOSING CONSIDERATION"), shall be paid by
          wire transfer to a bank account in the name of the Selling
          Shareholders at UBS AG, Zug (the "Selling Shareholders Bank Account")
          simultaneously with the delivery of the Shares to the Purchaser.
          Selling Shareholders will deliver written instructions to the
          Purchaser designating such bank account no less than five (5) days
          prior to the Closing. Such payment shall fully release the Purchaser
          from the Purchaser's payment obligation with respect to the Closing
          Consideration.

          (c) ADVANCE. At Closing, subject to satisfaction of the conditions set
     forth in this Section 1.2(c), the Purchaser will pay three million U.S.
     dollars ($3,000,000) as an advance on account of Earn Out 1 (the "Earn Out
     1 Advance"), paid by wire transfer to the Selling Shareholders Bank
     Account. Such payment shall fully release the Purchaser from the
     Purchaser's payment obligation with respect to the Earn Out 1 Advance. The
     conditions for payment of the Earn Out 1 Advance are: (i) Delivery by the
     Company to the Purchaser of evidence satisfactory to the Purchaser that
     Honeywell International Inc. (including its subsidiaries and branch
     offices) ("Honeywell") has placed written purchase orders during 2005 for
     delivery of products by the Company with a value based upon the dollar
     amount of such written purchase orders equal to or greater than five
     million U.S. dollars ($5,000,000); and (ii) Delivery by the Company to the
     Purchaser of a written confirmation from Honeywell satisfactory to the
     Purchaser in which Honeywell confirms its firm commitment to place orders
     in 2006 for delivery of products by the Company with a value based upon the
     dollar amount of such written purchase orders of five million U.S. dollars
     ($5,000,000) to eight million U.S. dollars ($8,000,000).

          (d) EARN OUT 1. Not later than thirty (30) calendar days after
     publication of the Nice Systems, Limited audited financial statements for
     the fiscal year ended December 31, 2006, the Purchaser shall pay to the
     Selling Shareholders an aggregate amount calculated as follows: In the
     event that revenue shall be recognized by the Purchaser pursuant to U.S.
     GAAP in fiscal year 2006 (as shown in the Purchaser's audited financial
     statements in accordance with U.S. GAAP standards of revenue recognition
     applied consistent with the Purchaser's past practices) from sales to
     Honeywell and all its subsidiaries and branch offices of the Company's
     products, with a value based upon the dollar amount of the written purchase
     orders with respect to such sales (the "Honeywell 2006 Sales") of between
     four million U.S. dollars ($4,000,000) and eight million U.S. dollars
     ($8,000,000, then the Purchaser shall pay the amount (the "Earn Out 1") of
     between three million U.S. dollars ($3,000,000) and seven million U.S.
     dollars ($7,000,000), calculated as three million dollars ($3,000,000) plus
     an amount equal to that portion of Honeywell 2006 Sales which is greater
     than four million dollars ($4,000,000) but not more than eight million
     dollars ($8,000,000) (i.e., a payment of three million dollars ($3,000,000)
     if Honeywell 2006 Sales are four million dollars ($4,000,000), or a payment
     of seven million dollars ($7,000,000) if Honeywell 2006 Sales are eight
     million dollars ($8,000,000)), less the amount paid (if paid) as Earn Out 1
     Advance, paid by wire transfer to the Selling Shareholders Bank Account.
     Such payment shall fully release the Purchaser from the Purchaser's payment
     obligation with respect to Earn Out 1. For avoidance of doubt, it is
     clarified that (i) in no event shall the Earn Out 1 exceed seven million
     U.S. dollars ($7,000,000), and (ii) should the Honeywell 2006 Sales be less
     than four million U.S. dollars ($4,000,000) then there shall be no payment
     made with respect to Earn Out 1, provided that any payment made as Earn Out
     1 Advance will be retained by the Selling Shareholders and not subject to
     refund to the Purchaser.


                                     - 3 -
<PAGE>


          (e) EARN OUT 2. Not later than thirty (30) calendar days after
     publication of the Purchaser's audited financial statements for the fiscal
     year ended December 31, 2008, the Purchaser shall pay to the Selling
     Shareholders an aggregate amount calculated as follows: In the event that
     the Purchaser's Revenues from gaming (whether from Purchaser or ex-Company
     products) in the fiscal year ended December 31, 2008, are equal to or
     greater than thirty million U.S. dollars ($30,000,000), then the Purchaser
     shall pay the amount of two million U.S. dollars ($2,000,000), plus an
     amount (the "Earn Out 2") equal to twenty percent (20%) of that portion of
     the Purchaser's Revenues derived from gaming (whether from Purchaser or
     ex-Company products) in Fiscal Year 2008 which is between thirty million
     U.S. dollars ($30,000,000) and forty-five million U.S. dollars
     ($45,000,000), paid by wire transfer to the Selling Shareholders Bank
     Account. Such payment shall fully release the Purchaser from the
     Purchaser's payment obligation with respect to Earn Out 2. Notwithstanding
     the foregoing, however, (i) in no event shall the Earn Out 2 exceed five
     million U.S. dollars ($5,000,000), and (ii) should Purchaser's Revenues
     derived from gaming (whether from Purchaser or ex-Company products) in
     fiscal year 2008 be lower than thirty million U.S. dollars ($30,000,000)
     then no payment will be made on account of Earn Out 2. For the purpose of
     this calculation the Purchaser's Revenues will be computed as recognized in
     the Purchaser's audited financial statements in accordance with U.S. GAAP
     standards of revenue recognition applied consistent with the Purchaser's
     past practices.

          (f) PROCEDURE. With respect to Earn Out 1 and Earn Out 2, the
     Purchaser shall, in each case within ten (10) calendar days following
     publication of the Purchaser's audited financial statements for the
     relevant year, deliver to the Shareholder Representative a copy of such
     audited financial statements and a written statement of the amount of Earn
     Out 1 or Earn Out 2, as the case may be.

               (i) Following such delivery, during a period of ten (10) calendar
          days, the Shareholder Representative shall be entitled (upon
          reasonable prior notice and during normal business hours) to meet with
          the Chief Financial Officer of the Purchaser (or his designee) and
          representatives of the Purchaser's auditors, and (subject to execution
          of a customary nondisclosure agreement) to review any documents
          reasonably necessary in order for the Shareholder Representative to
          verify the calculation of Earn Out 1 or Earn Out 2, as the case may
          be. After such ten (10) calendar day period, within five (5) calendar
          days the Shareholder Representative may notify Purchaser in writing
          (in this Section 1.2(f), the "DISPUTE NOTICE") of any good faith
          reasonable objections to the calculation of the Closing Shareholders
          Equity or the Post-Closing Financial Certificate as it affects such
          calculation, setting forth a reasonably specific and detailed
          description of such objections. If the Shareholder Representative
          shall not have delivered a Dispute Notice within such five (5)
          calendar day period, the Selling Shareholders shall be deemed to have
          agreed with the calculations of the Earn Out 1 or Earn Out 2, as the
          case may be. If the Shareholder Representative delivers a Dispute
          Notice, Purchaser and the Shareholder Representative shall attempt to
          resolve any such objections within ten (10) calendar days of the
          receipt by Purchaser of the Dispute Notice. If a final resolution of
          such dispute is reached, the agreed upon amount of the Earn Out 1 or
          Earn Out 2, as the case may be, shall be deemed final and binding on
          Purchaser and the Selling Shareholders.


                                     - 4 -
<PAGE>


               (ii) If, after such ten (10) day period, the Shareholder
          Representative and Purchaser cannot resolve such dispute, then
          Purchaser and the Shareholder Representative shall mutually agree upon
          a Swiss recognized accounting firm affiliated with the "Big Four"
          international accounting firms to resolve such dispute, or if they
          cannot agree on such a firm within five (5) calendar days, within
          three (3) business days they shall each designate a nationally
          recognized accounting firm, and the two firms shall agree upon a Swiss
          recognized accounting firm affiliated with the "Big Four"
          international accounting firms, which does not represent either party,
          which firm shall have the sole authority to resolve such dispute. If
          the two designated accounting firms are unable to reach agreement,
          then the Chairman of the Swiss Chamber of Audit Firms (Treuhand Kammer
          or its successor) will make such designation. The firm so agreed upon
          (the "FIRM") shall as promptly as practicable make a final
          determination of the Earn Out 1 or the Earn Out 2, as the case may be,
          based upon the Purchaser's audited financial statements for the
          relevant year, which shall be binding on the parties. Each of
          Purchaser and the Shareholder Representative shall provide the Firm
          with all information and documentation that the Firm requests. The
          Purchaser on the one part and the Shareholder Representative on the
          other part shall each pay half of the total fees and expenses of the
          Firm.

     1.3 POST-CLOSING PURCHASE PRICE ADJUSTMENTS.

          (i) Within thirty (30) calendar days following the delivery to the
     Purchaser of the Closing Balance Sheet (as defined below), the Purchaser
     shall deliver to the Shareholder Representative (as defined below) a copy
     of the Closing Balance Sheet and a calculation of the Company's
     shareholders equity as of Closing, excluding the effects of capitalized
     software development costs and related amortization, prepared in accordance
     with U.S. GAAP (the "Closing Shareholders Equity"), certified by the
     Purchaser's Chief Financial Officer (the "Post- Closing Financial
     Certificate"), which shall form the basis of an adjustment of the Purchase
     Price in accordance with this Section 1.3.

          (ii) Following delivery by Purchaser to the Shareholder Representative
     of the Post-Closing Financial Certificate, the Shareholder Representative
     shall have ten (10) calendar days during which to notify Purchaser in
     writing (in this Section 1.3, the "DISPUTE NOTICE") of any good faith
     reasonable objections to the calculation of the Closing Shareholders Equity
     or the Post-Closing Financial Certificate as it affects such calculation,
     setting forth a reasonably specific and detailed description of such
     objections. If the Shareholder Representative shall not have delivered a
     Dispute Notice within such ten (10) calendar day period, the Selling
     Shareholders shall be deemed to have agreed with the calculations of the
     Closing Shareholders Equity set forth in the Post-Closing Financial
     Certificate. If the Shareholder Representative delivers a Dispute Notice,
     Purchaser and the Shareholder Representative shall attempt to resolve any
     such objections within ten (10) calendar days of the receipt by Purchaser
     of the Dispute Notice. If a final resolution of such dispute is reached,
     the agreed upon amount of the Closing Shareholders Equity shall be deemed
     final and binding on Purchaser and the Selling Shareholders.


                                     - 5 -
<PAGE>


          (iii) If, after such ten (10) day period, the Shareholder
     Representative and Purchaser cannot resolve such dispute, then Purchaser
     and the Shareholder Representative shall mutually agree upon a Swiss
     recognized accounting firm affiliated with the "Big Four" international
     accounting firms to resolve such dispute, or if they cannot agree on such a
     firm within five (5) calendar days, they shall each designate a nationally
     recognized accounting firm, and the two firms shall agree upon a Swiss
     recognized accounting firm affiliated with the "Big Four" international
     accounting firms, which does not represent either party, which firm shall
     have the sole authority to resolve such dispute. The firm so agreed upon
     (the "FIRM") shall as promptly as practicable (and in any event within
     thirty (30) calendar days) make a final determination of the Closing
     Shareholders Equity based upon the Closing Balance Sheet, which shall be
     binding on the parties. Each of Purchaser and the Shareholder
     Representative shall provide the Firm with all information and
     documentation that the Firm requests. The Purchaser on the one part and the
     Shareholder Representative on the other part shall each pay half of the
     total fees and expenses of the Firm.

          (iv) The Purchase Price shall be adjusted following the Closing (the
     "POST-CLOSING ADJUSTMENT") as follows: (a) In the event that the Closing
     Shareholders Equity (as such Closing Shareholders Equity shall be finally
     determined pursuant to the procedures set forth in this Section 1.3) is a
     deficit, the amount of such deficit in Closing Shareholders Equity shall be
     deducted from the Purchase Price. Any net subtraction from the Purchase
     Price pursuant to this clause (iv) is referred to herein as the
     "POST-CLOSING ADJUSTMENT". For the avoidance of doubt, it is explicitly
     stated that in the event that the Closing Shareholders Equity is positive
     or is zero, the Selling Shareholders are not entitled to any positive
     adjustment of the Purchase Price.

          (v) In the event that the Purchase Price is to be reduced by the
     Post-Closing Adjustment in accordance with Section 1.3(iv) above, the
     Selling Shareholders shall pay to the Purchaser, within ten (10) calendar
     days from the date of final determination of the Post-Closing Adjustment
     pursuant to the procedures set forth in this Section 1.3, the Post-Closing
     Adjustment by wire transfer in accordance with written instructions
     provided by the Purchaser, PROVIDED HOWEVER that such payment shall first
     be made from the Purchase Reserve, and PROVIDED FURTHER that if the
     Post-Closing Adjustment exceeds the Purchase Reserve, the Selling
     Shareholders, jointly and severally, shall pay the Purchaser such amount in
     excess, in addition to the transfer of the Purchase Reserve to the
     Purchaser. If the Post-Closing Adjustment is lower than the Purchase
     Reserve, then, upon payment of the Post-Closing Adjustment to the Purchaser
     from the funds of the Purchase Reserve, the remainder of the Purchase
     Reserve shall be paid by the Escrow Agent by wire transfer to the Selling
     Shareholders Bank Account. Such payment shall be in full settlement of, and
     fully release the Purchaser and the Escrow Agent from, the Purchaser's
     and/or the Escrow Agent's respective payment obligation with respect to the
     Purchase Reserve.

                                     - 6 -
<PAGE>


          (vi) Any order to the Escrow Agent with respect to the Purchase
     Reserve in accordance with this Section 1.3 shall be signed either by the
     Purchaser and the Shareholders Representative or by the Firm and shall be
     final and binding upon the parties, and the Escrow Agent shall be
     instructed to comply with such order.

                                    SECTION 2

                                     CLOSING

     2.1 CLOSING DATE. Unless mutually agreed to otherwise in writing, the
closing of the Acquisition (the "CLOSING") shall be held at the offices of CMS
von Erlach Henrici, Dreikonigstrasse 7, 8022 Zurich, Switzerland, at 10:00 a.m.
CET time on January 3, 2006 (the "CLOSING DATE"). As used in the Transaction
Documents, "BUSINESS DAY" means any day except a Friday, Saturday, Sunday or a
day on which banking institutions in Switzerland or in Israel are obligated or
permitted by law, regulation or governmental order to close.

     2.2 ACTIONS AT THE CLOSING. At the Closing, the Company, the Selling
Shareholders and the Purchaser shall take such actions and execute and deliver
such agreements and other instruments and documents as necessary or appropriate
to effect the transactions contemplated by this Agreement in accordance with its
terms.

     2.3 NO FURTHER OWNERSHIP RIGHTS IN SHARES. The Shares shall represent all
outstanding shares, options, warrants or other rights to acquire shares of the
Company. The payment of the Purchase Price (as adjusted) in accordance with
Section 1.2 above shall be deemed to be full satisfaction of each Selling
Shareholder's rights pertaining to such Shares.

     2.4 TAKING OF NECESSARY ACTION; FURTHER ACTION. If, at any time after the
date hereof, any further action is necessary or desirable to carry out the
purposes of this Agreement and to ensure that the Company retains full right,
title and possession to all of its assets, property, rights, privileges, and
powers, the Purchaser, the Selling Shareholders and the officers and directors
of the Company are fully authorized in the name of their respective corporations
or otherwise to take, and will take, all such lawful and necessary action.

                                    SECTION 3

                         REPRESENTATIONS AND WARRANTIES
                          OF THE SELLING SHAREHOLDERS

     In this Agreement, any reference to any event, change, condition or effect
being "MATERIAL" with respect to any entity or group of entities means any
material event, change, condition or effect related to the condition (financial
or otherwise), properties, assets (including intangible assets), liabilities,
business, operations, results of operations or prospects of such entity or group
of entities which, where quantifiable, is individually greater than or equal to
forty thousand U.S. dollars ($40,000) or is individually in lesser amounts which
are in the aggregate greater than or equal to two hundred thousand U.S. dollars
($200,000). In this Agreement, any reference to a "MATERIAL ADVERSE EFFECT" with
respect to any entity or group of entities means any event, change or effect
that, when taken individually or together with all other adverse changes and
effects, is or is reasonably likely to be materially adverse to the condition
(legal, financial, business or otherwise), properties, assets (including
intangible assets), liabilities, business, operations, results of or prospects
of such entity and its subsidiaries, taken as a whole, or to prevent or
materially delay consummation of the transactions contemplated under this
Agreement and on any other agreement, exhibit or document attached to this
Agreement (this Agreement and such other agreements, exhibits and documents are
collectively referred to herein as the "TRANSACTION DOCUMENTS") or otherwise to
prevent such entity and its subsidiaries from performing their obligations under
the Transaction Documents; PROVIDED, HOWEVER, that the parties agree that any
event, change or affect that has an adverse impact on the Company and its
Subsidiaries which, where quantifiable, is individually greater than or equal to
forty thousand U.S. dollars ($40,000) or is individually in lesser amounts which
are in the aggregate greater than or equal to two hundred thousand U.S. dollars
($200,000) shall be deemed a Material Adverse Effect for purposes of the
Transaction Documents.


                                     - 7 -
<PAGE>


     In this Agreement, any reference to a party's "KNOWLEDGE" means what such
party knew or ought reasonably to have known had it made due and diligent
inquiry of its and the Group Companies' officers, directors, employees, and
legal counsel and auditors of such party and of the Group Company reasonably
believed to have knowledge of such matters.

     The Selling Shareholders hereby, jointly and severally, represent and
warrant to the Purchaser that the statements contained in this Section 3
(including any of its subsections) are true and correct on the date hereof and
will be true and correct on the date of the Closing, except as expressly, fully,
fairly and specifically set forth in the disclosure schedule delivered by the
Selling Shareholders to the Purchaser on or before the date of this Agreement
and attached hereto as Exhibit C (the "COMPANY DISCLOSURE SCHEDULE"). In all
other respects, Article 200 of the Swiss Code of Obligations is not applicable
to this Agreement. The Company Disclosure Schedule shall be arranged in
paragraphs corresponding to the numbered and lettered paragraphs contained in
this Section 3. For purposes of this Section 3, the "COMPANY" shall be deemed to
include each of the Company's Subsidiaries.

     3.1 ORGANIZATION, STANDING AND POWER; SUBSIDIARIES. Each of the Company and
each subsidiary of the Company (each a "SUBSIDIARY") is a company with limited
liability duly organized and validly existing and, if applicable, in good
standing under the laws of its jurisdiction of organization. Each of the Company
and each Subsidiary has the requisite corporate power and authority and has all
necessary Swiss and German government, municipal and other approvals to own,
lease and operate its properties and to carry on its business as now being
conducted. Each of the Company and each Subsidiary (each a "Group Company" and
together the "Group Companies") is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except where the
lack to be so qualified or licensed would not have a Material Adverse Effect.
SECTION 3.1 of the Company Disclosure Schedule contains a true and complete list
of all the Subsidiaries. SECTION 3.1 of the Company Disclosure Schedule also
contains a true and complete listing of the locations of all sales offices of
any Group Company, manufacturing facilities, and any other office or facilities
of the Group Companies, a true and complete list of all jurisdictions in which
the Group Companies maintain any directors, officers or employees, and a true
and complete list of the jurisdiction of incorporation of each Group Company and
all jurisdictions in which any Group Company is licensed to transact business as
a foreign corporation. The Company is the owner of all outstanding shares of
capital stock of each Subsidiary and all such shares are duly authorized,
validly issued, fully paid and nonassessable. All of the outstanding shares of
capital stock of each Subsidiary are owned by the Company free and clear of all
encumbrances or rights of others. There are no outstanding subscriptions,
options, warrants, puts, calls, rights, exchangeable or convertible securities
or other commitments or agreements of any character relating to the issued or
unissued capital stock or other securities of any Group Company, or otherwise
obligating any Group Company to issue, transfer, sell, purchase, redeem or
otherwise acquire any such securities. No Group Company directly or indirectly
owns, nor has any Group Company committed or agreed to acquire, any equity or
similar interest in, or any interest convertible into or exchangeable or
exercisable for, any equity or similar interest in, any corporation,
partnership, limited liability company, joint venture or other business
association or entity.


                                     - 8 -
<PAGE>


     3.2 COMMERCIAL REGISTER; ARTICLES OF ASSOCIATION, MEMORANDUM OF ASSOCIATION
AND BYLAWS. Attached as Section 3.2 of the Company Disclosure Schedule are an
excerpt from the Commercial Register and a true and correct copy of the Articles
of Association, Memorandum of Association and Bylaws or other charter documents
(collectively, the "CHARTER DOCUMENTS"), as applicable, of each Group Company,
each as amended to date, and no amendments have been made thereto or have been
authorized since the date thereof. No Group Company is in violation of any of
the provisions of its Charter Documents or equivalent organizational documents.
No further or other signature rights than reflected in the excerpts from the
Commercial Register exist, except for the amendments as per Section
6.3(c)(iii)(A) and 6.3(m) below as requested by the Purchaser.

     3.3 CAPITAL STRUCTURE.

          (a) The stated capital of the Company amounts to eight hundred
     thousand Swiss Francs (CHF 800,000) divided into eight hundred (800) bearer
     shares fully paid up in cash with a par value of CHF 1,000 each, of which
     seven hundred sixty (760) shares are held by the Selling Shareholders and
     forty (40) shares are held by the Company. There are no other outstanding
     shares or voting securities of the Company and no outstanding commitments
     to issue any shares or voting securities of the Company other than as set
     forth above.

          All outstanding shares of the Group Companies were issued in
     compliance with all applicable securities and corporate laws of the
     jurisdiction in which such Companies are incorporated and are duly
     authorized, validly issued, fully paid and nonassessable.

          The issued and outstanding share capital of the Company is held
     legally and beneficially and of record by the Selling Shareholders as set
     forth on Exhibit A, free and clear of all Encumbrances (as defined below).


                                     - 9 -
<PAGE>


          (b) Except for the rights created pursuant to the Transaction
     Documents, there are no options, warrants, rights (including conversion or
     preemptive rights and rights of first refusal or similar rights) or
     agreements, orally or in writing, for the purchase or acquisition from any
     Group Company of any shares of its share capital, commitments, agreements
     or arrangements of any character to which the Company or any Subsidiary is
     a party to issue, deliver, sell, repurchase or redeem, or cause to be
     issued, delivered, sold, repurchased or redeemed, any shares of any Group
     Company or obligating any Group Company to grant, extend, accelerate the
     vesting of, change the price of, or otherwise amend or enter into any such
     option, warrant, call, right, commitment or agreement (collectively,
     "Company Rights"). Except as set forth in the Company Disclosure Schedule,
     there are no contracts, commitments or agreements relating to the voting,
     purchase or sale of any Group Company's share capital between such Group
     Company and any shareholder or among any such shareholders. There is no
     action, proceeding, claim or, to the Selling Shareholders' knowledge,
     investigation against any Selling Shareholder or the Selling Shareholders'
     assets or properties, pending or, to such Selling Shareholders' knowledge,
     threatened, at law or in equity, by or before any court, arbitrator or
     other tribunal, or before any administrative law judge, hearing officer or
     administrative agency relating to or in any other manner impacting upon the
     Shares held by such Selling Shareholder.

          (c) There is no Company stock option plan.

          (d) The Shares are the only shares of the Company.

          (e) The delivery by the Selling Shareholders of the respective bearer
     share certificates to the Purchaser and the Purchaser's payment for and
     acceptance thereof, will transfer to the Purchaser good, valid and
     marketable title to all of the outstanding share capital of the Company
     free and clear of any Encumbrances. Immediately following the Closing, the
     Purchaser will own 100% of the outstanding share capital of the Company,
     and all options, warrants and other rights to acquire shares of the
     Company, free and clear of all pledges, liens, encumbrances, charges,
     mortgages, security interests or other third party rights (whether IN REM
     or IN PERSONAM), irrespective of whether such third party rights arise
     under any agreement or other instrument, by the mere operation of statutory
     or other laws or by means of a judgment, order or decree of any court,
     judicial or administrative authority, including the requirement to obtain
     any approval or consent from a third party or authority to the exercise or
     full vesting of a right or title ("Encumbrances", and "Encumber" shall be
     construed accordingly).

     3.4 AUTHORIZATION. Each Selling Shareholder has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of each Selling
Shareholder, and no further action is required on the part of the Company nor
the Selling Shareholders to authorize this Agreement and the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the
Selling Shareholders. This Agreement constitutes, assuming the due
authorization, execution and delivery by the other parties hereto, the valid and
legally binding obligation of the Selling Shareholders, enforceable by the
Purchaser against the Selling Shareholders in accordance with its terms.


                                     - 10 -
<PAGE>


     3.5 NO CONFLICT. Except as disclosed in Section 3.5 of the Disclosure
Schedule, the execution and delivery of this Agreement by the Selling
Shareholders does not, and the consummation of the transactions contemplated
hereby will not, conflict with, or result in any termination, violation, or
breach of, or default under (with or without notice or lapse of time, or both),
or give rise to a right of termination, cancellation or acceleration of any
obligation or loss of any benefit under, or give rise to right to amend or
renegotiate, or result in the creation or imposition of any Encumbrance upon any
Selling Shareholder's Shares due to (any such event, a "CONFLICT") (a) any
provision of the Charter Documents of any Group Company or any Selling
Shareholder, or (b) any mortgage, indenture, lease, contract or other agreement
or instrument, permit, concession, franchise or license to which any Selling
Shareholder or any Group Company or any of their respective properties or assets
is subject, or (c) any judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to any Group Company or any Selling Shareholder or their
respective properties or assets. Except as set forth in the Company Disclosure
Schedule, the Company and the Selling Shareholders, to their knowledge, are not
aware that any party to any Company Contract would in any way change such
party's course of performance of such Company Contract following the Closing.
Following the Closing, each Group Company and the Purchaser will be permitted to
exercise all of such Group Company's rights under the Company Contracts without
the payment of any additional amounts or consideration other than ongoing fees,
royalties or payments which such Group Company would otherwise be required to
pay had the transactions contemplated by the Transaction Documents not occurred.

     3.6 CONSENTS. Except as set forth in the Disclosure Schedule for Section
3.5, no consent, waiver, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any court,
administrative agency or commission or any governmental authority,
instrumentality, agency or commission ("GOVERNMENTAL ENTITY") or any third
party, including a party to any agreement with the Company or any Selling
Shareholder, is required by or with respect to the Company or any Selling
Shareholder in connection with, the execution and delivery of the Transaction
Documents or the consummation of the transactions contemplated thereby.

     3.7 COMPANY FINANCIAL STATEMENTS.

          (a) Attached as Section 3.7(a) of the Company Disclosure Schedule are
     the audited balance sheets of FAST Video Security AG as of December 31,
     2002, December 31, 2003 and December 31, 2004 (the "Balance Sheet Date")
     and the related statements of income for the years then ended, accompanied
     by the report of the Company's independent auditors thereon, and the
     unaudited balance sheets of FAST Video Security GmbH as of December 31,
     2002, December 31, 2003, and December 31, 2004 and the related statements
     of income for the years then ended, and the unaudited consolidated balance
     sheets of FAST Video Security AG and FAST Video Security GmbH as of
     December 31, 2002, December 31, 2003, and December 31 2004 and the related
     consolidated statements of income for the years then ended (the "Financial
     Statements"). Attached as Section 3.7(b) of the Company Disclosure Schedule
     are the unaudited consolidated balance sheet of the FAST Video Security AG
     and FAST Video Security GmbH as of September 30, 2005 and the related
     consolidated statement of income for the nine months then ended (the
     "Unaudited Interim Financial Statements"). Each of the Financial Statements
     (including, in each case, the related notes thereto) and the Unaudited
     Interim Financial Statements were prepared in accordance with Swiss GAAP
     applied on a consistent basis throughout the periods involved, and fairly
     present the financial position, and where specified above the consolidated
     financial position, of FAST Video Security AG and FAST Video Security GmbH
     as at the respective dates thereof and the results of their operations, and
     where specified above the consolidated results of their operations, for the
     periods indicated, except that the Unaudited Interim Financial Statements
     and the consolidated balance sheets and related consolidated statements of
     income for FAST Video Security AG and FAST Video Security GmbH do not
     contain notes that may be required by Swiss GAAP.


                                     - 11 -
<PAGE>


          (b) The Group Companies maintain and will continue to maintain a
     standard system of accounting established and administered in accordance
     with Swiss GAAP. The Group Companies maintain a system of internal
     accounting controls sufficient to provide reasonable assurance that (i)
     transactions are executed in accordance with management's general or
     specific authorizations, (ii) transactions are recorded as necessary to
     permit preparation of financial statements in conformity with Swiss GAAP
     and to maintain asset accountability, (iii) access to assets is permitted
     only in accordance with management's general or specific authorization, and
     (iv) the recorded accountability for assets is compared with the existing
     assets at reasonable intervals and appropriate action is taken with respect
     to any differences. The Company has made available to Purchaser complete
     and correct copies of, all existing written descriptions of, and all
     existing policies, manuals and other documents promulgating, such internal
     accounting controls. The Company's Unaudited Interim Financial Statements
     shall be referred to herein as the "Company Current Balance Sheet."

     3.8 ACCOUNTS RECEIVABLE. All accounts receivable reflected on the Company
Current Balance Sheet or arising after such Company Current Balance Sheet date
have arisen from bona fide transactions in the ordinary course of business
consistent with past practice and in accordance with Swiss GAAP applied on a
consistent basis and are not subject to valid defenses, setoffs or
counterclaims. The Group Company's reserve for contractual allowances and
doubtful accounts is adequate and has been calculated in a manner consistent
with past practice. Since the Balance Sheet Date, no Group Company has modified
or changed in any material respect its sales practices or methods including,
without limitation, such practices or methods in accordance with which such
Group Company sells goods or services, fills orders or records sales.

     3.9 NO UNDISCLOSED LIABILITIES. No Group Company has any liability,
indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of
any type, whether accrued, absolute, contingent, matured, unmatured or other,
which individually or in the aggregate (i) has not been reflected in or reserved
against in the Company Current Balance Sheet, and (ii) has not arisen in the
ordinary course of business consistent with past practices since the Balance
Sheet Date. The reserve set forth in the Company Current Balance Sheet for
returns of Company products due to temperature malfunction is adequate to cover
anticipated returns, and no Company products in excess of such reserve will be
returned. There is no commitment or liability, express or implied, oral or
written, to any supplier or other party with which the Company has any
agreement, with respect to estimates or projections of futures purchases or
sales of the Company's products.


                                     - 12 -
<PAGE>


     3.10 NO CHANGES. Since the Balance Sheet Date there has not been, occurred
or arisen any:

          (a) transaction by any Group Company except in the ordinary course of
     business and consistent with past practices;

          (b) amendment or change to the Charter Documents of any Group Company;

          (c) capital expenditure or capital commitment by any Group Company
     except in the ordinary course of business consistent with past practice but
     in any event not in excess of forty thousand U.S. dollars ($40,000);

          (d) destruction of, damage to or loss of any material assets, material
     business or material customer of any Group Company (whether or not covered
     by insurance);

          (e) work stoppage, labor strike or other labor trouble, or any action,
     suit, claim, labor dispute or grievance relating to any labor, safety or
     discrimination matter involving any Group Company, including, without
     limitation, charges of wrongful termination of employment or other unlawful
     labor practices or actions;

          (f) change in accounting methods or practices (including any change in
     depreciation or amortization policies or rates) by any Group Company other
     than as required by Swiss GAAP;

          (g) revaluation by any Group Company of any of its respective assets;

          (h) declaration, setting aside or payment of a dividend or other
     distribution with respect to any shares of any Group Company or any direct
     or indirect redemption, purchase or other acquisition by any Group Company
     of its share capital;

          (i) other than the compensation set forth in Section 3.21 of the
     Company Disclosure Schedule, increase in the salary or other compensation
     payable or to become payable by any Group Company to any of its officers,
     directors, employees or advisors, or the declaration, payment or commitment
     or obligation of any kind for the payment, by any Group Company, of a bonus
     or other additional salary or compensation to any such person, or the entry
     by any Group Company into an agreement by which any person is newly
     employed;

          (j) agreement, contract, covenant, instrument, lease, or commitment to
     which any Group Company is a party or by which it or any of its assets is
     bound and which is material to any Group Company's business or any
     termination, extension, amendment or modification of the terms of any such
     agreement, contract, covenant, instrument, lease, or commitment to which
     any Group Company is a party or by which it or any of its assets is bound,
     other than licenses of the Company Intellectual Property which are governed
     by subsection (q) below, and except as set forth in Section 3.10(j) of the
     Disclosure Schedule;

          (k) sale, lease, license (other than licenses of the Company
     Intellectual Property entered into in the ordinary course of business
     consistent with past practice) or other disposition of any of the material
     assets or properties of any Group Company or any creation of any security
     interest in such assets or properties;


                                     - 13 -
<PAGE>


          (l) loan by any Group Company to any person or entity, incurring by
     any Group Company of any indebtedness, guaranteeing by any Group Company of
     any indebtedness, issuance or sale of any debt securities of any Group
     Company or guaranteeing of any debt securities of others;

          (m) waiver or release of any right or claim of any Group Company
     material to any Group Company's business, including any write-off or other
     compromise, not disclosed in the Unaudited Interim Financial Statements, of
     any account receivable of any Group Company

          (n) commencement or notice or, to the Selling Shareholders' knowledge,
     threat or reasonable basis therefor, of any lawsuit or, to the Selling
     Shareholder's knowledge, proceeding, audit or investigation against any
     Group Company or their affairs except as set forth in the Disclosure
     Schedule for Section 3.9, other than as would not have a Material Adverse
     Effect;

          (o) notice of any claim or, to the best knowledge of the Selling
     Shareholders, potential claim of ownership by any person other than the
     relevant Group Company of any of the Company Intellectual Property (as
     defined in Section 3.14 hereof) owned by or developed or created by the
     relevant Group Company or of infringement by any Group Company of any other
     person's Intellectual Property (as defined in Section 3.14 hereof);

          (p) issuance or sale, or contract to issue or sell, by any Group
     Company of any SHARES or securities exchangeable, convertible or
     exercisable therefor, or any securities, warrants, options or rights to
     purchase any of the foregoing;

          (q) (i) sale by any Group Company of any Company Intellectual Property
     or the entering into of any license agreement, security agreement,
     assignment or other conveyance or option, with respect to Company
     Intellectual Property with any person or entity (other than standard
     customer license agreements entered into in the ordinary course of business
     consistent with past practice), or (ii) the purchase or other acquisition
     of any Intellectual Property or the entering into of any license agreement,
     security agreement, assignment or other conveyance or option with respect
     to the Intellectual Property of any person or entity (other than standard
     license agreements entered into as a result of purchases in the ordinary
     course of business consistent with past practice), or (iii) the material
     change in pricing or royalties set or charged by any Group Company to its
     customers or licensees or in pricing or royalties set or charged by persons
     who have licensed Intellectual Property to any Group Company;

          (r) event or condition of any character not disclosed elsewhere in
     this Section 3.10 that has had or is reasonably likely to have a Material
     Adverse Effect with respect to any Group Company; or

          (s) negotiation or agreement by any Group Company or any director,
     officer or employees thereof to do any of the things described in the
     preceding clauses (a) through (r) (other than negotiations with Purchaser
     and its representatives regarding the transactions contemplated by the
     Transaction Documents or negotiations related to actions or agreements set
     forth in the Disclosure Schedules for this Section).


                                     - 14 -
<PAGE>


     3.11 TAX MATTERS.

          (a) DEFINITION OF TAXES. For the purposes of this Agreement, "TAX" or,
     collectively, "TAXES", means (i) any and all domestic and foreign taxes,
     assessments and other similar governmental charges, duties, impositions and
     liabilities, including taxes based upon or measured by gross receipts,
     income, profits, sales, use and occupation, distributions, and value added,
     ad valorem, transfer, franchise, withholding, payroll, recapture,
     employment, excise and property taxes, and customs duties, together with
     all interest, penalties and additions imposed with respect to such amounts;
     (ii) any liability for the payment of any amounts of the type described in
     clause (i) as a result of being a member of an affiliated, consolidated,
     combined or unitary group for any period; and (iii) any liability for the
     payment of any amounts of the type described in clause (i) or (ii) as a
     result of any express or implied obligation to indemnify any other person
     or as a result of any obligations under any agreements or arrangements with
     any other person with respect to such amounts and including any liability
     for taxes of a predecessor entity.

          (b) TAX RETURNS AND AUDITS.

               (i) Each Group Company as of the Closing Date will have prepared
          and timely filed all domestic and foreign returns, estimates,
          information statements and reports ("RETURNS") required to be filed
          prior to the Closing Date relating to any and all Taxes of such Group
          Company or its operations, and such Returns are and will be true and
          correct and have been and will be completed in accordance with
          applicable law.

               (ii) Each Group Company as of the Closing Date will have: (A)
          paid all Taxes it is required to pay and withheld with respect to its
          directors, officers and employees all income taxes and other Taxes
          required to be withheld, and (B) accrued on the Company Current
          Balance Sheet all Taxes attributable to the periods covered by the
          Company Current Balance Sheet and/or to previous periods and has not
          incurred any liability for Taxes for the period after the date of the
          Company Current Balance Sheet and prior to the Closing Date other than
          in the ordinary course of business consistent with past practice.

               (iii) No Group Company has been delinquent in the payment of any
          Tax, nor is there any Tax deficiency outstanding, assessed or proposed
          against any Group Company, nor has any Group Company executed any
          currently effective waiver of any statute of limitations on or
          extending the period for the assessment or collection of any Tax.

               (iv) No audit, investigation or other examination of any Return
          of any Group Company is (to the Selling Shareholders' knowledge)
          presently in progress, nor has any Group Company been notified of any
          request for such an audit, investigation or other examination.

               (v) No Group Company has any liabilities for unpaid Taxes
          incurred prior to the date of the Company Current Balance Sheet
          (including without limitation any liabilities for Taxes as a result of
          being a member of a consolidated, combined or unitary group) which
          have not been accrued or reserved on the Company Current Balance
          Sheet, whether asserted or unasserted, contingent or otherwise
          (including without limitation any liabilities for Taxes as a result of
          being a member of a consolidated, combined or unitary group), and no
          Group Company has incurred any such liability for Taxes since the date
          of the Company Current Balance Sheet other than in the ordinary course
          of business.


                                     - 15 -
<PAGE>


               (vi) Each Group Company has given the Purchaser or the
          Purchaser's representatives access to copies of all foreign, state and
          local income and all value added tax Returns for or including any
          Group Company filed for all periods since January 1, 2002.

               (vii) There are no Encumbrances of any sort on the assets of any
          Group Company relating to or attributable to Taxes other than liens
          for Taxes not yet due and payable.

               (viii) Neither the Company nor any Selling Shareholder has
          knowledge of any basis for the assertion of any claim relating or
          attributable to Taxes which, if adversely determined, would result in
          any Encumbrance on the assets of any Group Company.

               (ix) No Group Company is a party to any tax sharing,
          indemnification or allocation agreement nor does any Group Company owe
          any amount under any such agreement.

               (x) Each Group's Company's tax basis in its assets for purposes
          of determining its future amortization, depreciation and other income
          Tax deductions is accurately reflected on such Group Company's tax
          books and records.

               (xi) There is no contract, agreement, plan or arrangement to
          which any Group Company is a party, including but not limited to the
          provisions of the Transaction Documents, covering any employee or
          former employee of any Group Company, which, individually or
          collectively, could give rise to the payment of any amount that would
          not be deductible pursuant to the applicable tax laws and regulations.

               (xii) No Group Company has been treated for any taxation purposes
          as resident in a country other than its country of incorporation and
          has not had a branch agency or permanent establishment in a country
          other than in its country of incorporation.

               (xiii) No Group Company has had or currently has the benefit of
          any tax concession or clearance, including in particular, the benefit
          of which will or might be lost upon or as a consequence of
          implementation of the arrangements contemplated by the Transaction
          Documents.

               (xiv) Each Group Company has paid all stamp duties and tax duties
          for which they are or were liable.

               (xv) The Group Companies have at their disposal all supporting
          documents in connection with (i) all filed tax returns, reports and
          other filings, and (ii) all tax returns, reports and other filings
          still to be filed which refer to assessment periods (partially or
          fully) before the Closing Date, in each case in form and substance in
          accordance with the statutory requirements.


                                     - 16 -
<PAGE>


               (xvi) None of the Shares or the shares of any Subsidiary or the
          assets of any Group Company are subject to any restriction periods
          during which (i) the transfer of such shares or assets, or (ii)
          distributions with respect to such shares, or (iii) mergers or other
          restructurings involving such shares or assets, or (iv) any other
          dealings with or in relation to these shares or assets, or (v) the
          loss of common control over a Group Company and another company would
          trigger or increase a liability for Taxes of any Group Company, of the
          Purchaser or of any third party, and none of the Group Companies has
          any contingent liability with regard to such restriction periods
          encumbering shares or assets of other companies.

               (xvii) There are no special agreements with, or concessions from,
          tax or other authorities, formal or informal, which have an impact on
          the Taxes chargeable on any of the Group Companies.

          (c) REPAYMENT OF SHAREHOLDERS' LOANS NOT TO TRIGGER TAXES

               The Selling Shareholders represent that the waiver of repayment
          of the Shareholders Loans according to paragraph 6.3 (g) will not
          trigger for the Company (i) Swiss stamp duty, (ii) the loss of
          reclaimable VAT, or (iii) a reduction of available tax loss carry-
          forwards and that the Selling Shareholders and/or the Company shall
          obtain rulings from the competent tax authorities to that effect.

     3.12 RESTRICTIONS ON BUSINESS ACTIVITIES.

          (a) No Group Company is a party to or is bound by nor has it made any
     offer or tender to enter into: (i) any obligation outside the ordinary
     course of such Group Company's business, or of an onerous long term nature
     (for which purposes a long term obligation shall mean one which is not
     terminable by such Group Company without liability to damages within six
     months from the Closing), or (ii) any agreement, arrangement or
     understanding which in any respect is unusual having regard to the usual
     practice of the such Group Company or other entities carrying on similar
     businesses, or (iii) other than in the ordinary course of business, any
     agreement, arrangement or understanding under which any Group Company is or
     may become liable to pay any service, management or similar charge or any
     interest or other periodic payment.

          (b) There is no agreement (non-compete or otherwise), commitment,
     judgment, injunction, order or decree to which any Group Company is a party
     or otherwise binding upon any Group Company which has or may reasonably be
     expected to have the effect of prohibiting or impairing in any respect any
     business practice of such Group Company, any acquisition of property
     (tangible or intangible) by any Group Company or the overall conduct of
     business by any Group Company as currently conducted or as proposed to be
     conducted by any Group Company except as set forth in the Disclosure
     Schedule for Section 3.12(a). Without limiting the foregoing, neither any
     Group Company has entered into any agreement under which such Group Company
     is restricted from selling, licensing or otherwise distributing any of its
     products to or providing services to, customers or potential customers or
     any class of customers, in any geographic area, during any period of time
     or in any segment of the market except as set forth in the Disclosure
     Schedule for Section 3.12(a).


                                     - 17 -
<PAGE>


     3.13 TITLE TO PROPERTIES; ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF
EQUIPMENT.

          (a) Each Group Company has good and marketable title to all of its
     respective properties and assets, real, personal and mixed, reflected in
     the Company Current Balance Sheet or acquired after the date of the Company
     Current Balance Sheet, or with respect to leased properties and assets,
     valid leasehold interests in, free and clear of all Encumbrances of any
     kind or character. The plants, property and equipment of the Group
     Companies that are used in the operations of their businesses are in good
     operating condition and repair. All properties used in the operations of
     the Group Company are reflected in the Company Current Balance Sheet to the
     extent GAAP requires the same to be reflected. SECTION 3.13(A) of the
     Company Disclosure Schedule sets forth a true, correct and complete list of
     all real property owned or leased by each Group Company, the name of the
     lessor, the start and end dates of the lease and each amendment thereto,
     the aggregate monthly and annual rental and other fees payable under such
     lease, and any additional material terms. Such leases are in good standing,
     are valid and effective in accordance with their respective terms, and
     there is not under any such leases any existing default or event of default
     (or event which with notice or lapse of time, or both, would constitute a
     default).

          (b) THE EQUIPMENT owned or leased by each Group Company is, taken as a
     whole, (i) adequate for the conduct of the business of each Group Company
     as currently conducted, and (ii) such equipment which is so used is in good
     operating condition, regularly and properly maintained, subject to normal
     wear and tear. The Company has good and valid title to all of the equipment
     listed in Section 3.13(b) of the Company Disclosure Schedule which is
     located at Formatest AG, at BMK professional electronics GmbH and at PLG
     Produktions - und Leistungs-Gesellschaft, and has no reason to believe that
     the Company would not be able to remove and take possession of such
     equipment at any time.

          (c) No Group Company nor any Selling Shareholder has sold or otherwise
     released for distribution any of any Group Company's customer files and
     other customer information relating to such Group Company's current and
     former customers (the "CUSTOMER INFORMATION") except for disclosure during
     due diligence performed by one potential acquirer in 2005; provided,
     however, that such potential acquirer was party to a customary
     nondisclosure agreement with the Company. No person other than the Group
     Companies possesses any claims or rights with respect to use of the
     Customer Information.

          (d) All inventory of the Company's products and all raw materials
     therefore currently located at Formatest AG are suitable and useable in
     their current condition for the current and anticipated future versions of
     the Company's "Alpha Blue" product.

     3.14 INTELLECTUAL PROPERTY.

          (a) For the purposes of this Agreement, the following terms have the
     following definitions:


                                     - 18 -
<PAGE>


               (i) "INTELLECTUAL PROPERTY" shall mean any or all of the
          following and all rights in, arising out of, or associated therewith:
          (i) all Swiss, German, European, United States, and foreign patents
          and applications therefor and all reissues, divisions, renewals,
          extensions, provisionals, continuations and continuations-in-part
          thereof; (ii) all inventions (whether patentable or not), invention
          disclosures, improvements, trade secrets, proprietary information,
          know how, methods, teaching and learning techniques, technology,
          technical data, statistical and customer lists, and all documentation
          relating to any of the foregoing; (iii) all copyrights, copyright
          registrations and applications therefor and all other rights
          corresponding thereto throughout the world; (iv) all mask works, mask
          work registrations and applications therefor; (v) all industrial
          designs and any registrations and applications therefor throughout the
          world; (vi) all trade names, logos, common law trademarks and service
          marks; trademark and service mark registrations and applications
          therefor and all goodwill associated therewith throughout the world;
          (vii) all databases and data collections and all rights therein
          throughout the world; (viii) all computer software including all
          source code, object code, firmware, development tools, test suites,
          files, records and data, all media on which any of the foregoing is
          recorded, all Web addresses, sites and domain names; and (ix) all
          documentation related to any of the foregoing irrespective of the
          media on which it is recorded.

               (ii) "COMPANY INTELLECTUAL PROPERTY" shall mean any Intellectual
          Property that is owned by or exclusively licensed to any Group
          Company.

               (iii) "REGISTERED INTELLECTUAL PROPERTY" shall mean all: (i)
          patents and patent applications (including provisional applications);
          (ii) registered trademarks, applications to register trademarks,
          intent-to-use applications, or other registrations or applications
          related to trademarks; (iii) registered copyrights and applications
          for copyright registration; (iv) any mask work registrations and
          applications to register mask works; and (v) any other Intellectual
          Property that is the subject of an application, certificate, filing,
          registration or other document issued by, filed with, or recorded by,
          any state, government or other public legal authority.

          (b) SECTION 3.14(B) of the Company Disclosure Schedule lists all
     Registered Intellectual Property owned by, or filed in the name of, any
     Group Company (the "COMPANY REGISTERED INTELLECTUAL PROPERTY") and lists
     any commencement or notice or to the knowledge of the Selling Shareholders,
     threat of any proceedings or actions before any court, tribunal (including
     the United States Patent and Trademark Office (collectively, the "PTO") or
     equivalent authority anywhere in the world) related to any of the Company
     Registered Intellectual Property.

          (c) Each item of the Company Intellectual Property, including all
     Company Registered Intellectual Property listed in SECTION 3.14(B) of the
     Company Disclosure Schedule and all Intellectual Property licensed to
     Company is free and clear of any Encumbrances. Each Group Company (i) is
     the exclusive owner of all trademarks and trade names set forth in the
     Disclosure Schedule used in connection with the operation or conduct of the
     business of the Company, including the sale of any products or technology
     or the provision of any services by the Company, and (ii) owns exclusively,
     and has good title to, all copyrighted works that are its products or other
     works of authorship that is otherwise purports to own.

          (d) To the extent that any Intellectual Property has been developed or
     created by any person other than the Group Company for which such Group
     Company has, directly or indirectly, paid (including but not limited to
     directors, officers, employees and consultants, and former directors,
     officers, employees and consultants of the Company), such Group Company has
     a written agreement with such person with respect thereto and such Group
     Company thereby has obtained ownership of, and is the exclusive owner of,
     all such Intellectual Property by operation of law or by valid assignment
     and does not owe any consideration to any third party in connection
     therewith.


                                     - 19 -
<PAGE>


          (e) No Group Company has transferred ownership of or granted any
     license of or right to use or authorized the retention of any rights to use
     any Intellectual Property that is or was Company Intellectual Property, to
     any other person other than licenses or rights to use contained in standard
     customer license agreements entered into in the ordinary course of business
     consistent with past practice.

          (f) The Company Intellectual Property constitutes all the Intellectual
     Property used in and/or necessary to the conduct of the Group Company's
     business as it currently is conducted or is reasonably contemplated to be
     conducted by the Group Companies, including, without limitation, the
     design, development, manufacture, marketing, use, import and sale of the
     products, technology and services of the Group Companies (including
     products, technology or services currently under development).

          (g) The contracts, licenses and agreements listed in Section 3.14(g)
     of the Company Disclosure Schedule include all contracts, licenses and
     agreements to which any Group Company is a party with respect to any
     Intellectual Property (the "COMPANY LICENSES") other than standard customer
     license agreements entered into in the ordinary course of business. No
     person who has licensed Intellectual Property to any Group Company has
     ownership rights or license rights to improvements made by any Group
     Company in such Intellectual Property which has been licensed to such Group
     Company.

          (h) SECTION 3.14(H) of the Company Disclosure Schedule lists all
     contracts, licenses and agreements between any Group Company and any other
     person wherein or whereby such Group Company has agreed to, or assumed, any
     obligation or duty to warrant, indemnify, reimburse, defend, hold harmless,
     guaranty or otherwise assume or incur any obligation or liability or
     provide a right of rescission with respect to the infringement or
     misappropriation by such Group Company or such other person of the
     Intellectual Property of any person other than such Company, other than
     standard customer license agreements and OEM or reseller agreements entered
     into in the ordinary course of business consistent with past practice.

          (i) The operation of the business of each Group Company as it
     currently is conducted, or as is currently contemplated to be conducted by
     such Group Company, including but not limited to such Group Company's
     design, development, use, import, manufacture and sale of the products,
     technology or services (including products, technology or services
     currently under development) of such Group Company does not infringe upon
     or misappropriate the Intellectual Property of any person, violate the
     rights of any person (including rights to privacy or publicity), or (to the
     knowledge of the Selling Shareholders) constitute unfair competition or
     trade practices under the laws of any jurisdiction, and no Group Company
     has received notice or threat in writing thereof from any person claiming
     that such operation or any act, product, technology or service (including
     products, technology or services currently under development) of such Group
     Company infringes or misappropriates the Intellectual Property of any
     person or constitutes unfair competition or trade practices under the laws
     of any jurisdiction (nor is any Group Company or any of the Selling
     Shareholders aware of any basis therefor).


                                     - 20 -
<PAGE>


          (j) Each item of Registered Intellectual Property is valid and
     subsisting, all necessary registration, maintenance and renewal fees in
     connection with such Registered Intellectual Property have been paid and
     all necessary documents and certificates in connection with such Registered
     Intellectual Property have been filed with the relevant patent, copyright,
     trademark or other authorities, for the purposes of maintaining such
     Registered Intellectual Property.

          (k) There are no contracts, licenses or agreements between any Group
     Company and any other person with respect to Company Intellectual Property
     under which there is any dispute known to such Group Company or the Selling
     Shareholders regarding the scope of such agreement, or performance under
     such agreement, including with respect to any payments to be made or
     received by such Group Company thereunder.

          (l) To the best knowledge of the Selling Shareholders, no person is
     infringing or misappropriating any Company Intellectual Property.

          (m) Each Group Company has taken all appropriate steps to protect such
     Group Company's rights in confidential information and trade secrets of
     such Group Company or provided by any other person to such Group Company.
     Without limiting the foregoing, each Group Company has and enforces a
     policy requiring each director, officer, employee, consultant and
     contractor with access to Company Intellectual Property to execute
     proprietary information, confidentiality and assignment agreements in Group
     Company's standard forms, and all current and former directors, officers,
     employees, consultants and contractors of each Group Company have executed
     such an agreement, true, correct and complete copies of which have been
     provided to Purchaser.

          (n) No Company Intellectual Property or product, technology or service
     of any Group Company is subject to any pending proceeding or outstanding
     decree, order, judgment, agreement or stipulation that restricts in any
     manner the use, transfer or licensing thereof by such Group Company or may
     affect the validity, use or enforceability of the Company Intellectual
     Property.

          (o) No (i) product, technology, service or publication of any Group
     Company, (ii) material published or distributed by any Group Company or
     (iii) conduct or statement of any Group Company constitutes obscene
     material or a defamatory statement or constitutes false advertising.

          (p) Except as set forth in the Disclosure Schedules, no Group Company
     has any escrow agreement or arrangement between such Group Company and any
     person or entity that would permit such person or entity or any other party
     to obtain a copy of such Group Company's source code and program
     documentation (or any portion thereof) upon the liquidation, dissolution or
     winding up of such Group Company or any Selling Shareholder or upon
     termination, breach or alleged breach of any contract or agreement between
     such Group Company and such person or entity, or under any other
     circumstances. Without limiting the generality of the foregoing, no portion
     of the software products of any Group Company is subject to the provisions
     of any open source or other third party license agreement that (i) requires
     the distribution of source code in connection with the distribution of such
     software in object code form; (ii) prohibits or limits such Group Company
     from charging a fee or receiving consideration in connection with
     sublicensing or distributing such licensed software (whether in source code
     or object code form); or (iii) allows a customer or requires that a
     customer have the right to decompile, disassemble or otherwise reverse
     engineer the software by its terms and not by operation of law.


                                     - 21 -
<PAGE>


          (q) No Group Company has registered the word "FAST" or any name
     containing the said word, or variation thereof, with any registry, as a
     company, trade name or otherwise, or in any part of the world, except as
     set forth in Section 3.14(b) to the Company Disclosure Schedule.

     3.15 AGREEMENTS, CONTRACTS AND COMMITMENTS.

          (a) Except as set forth in the Company Disclosure Schedule, no Group
     Company is a party to or otherwise bound by

               (i) any employment or consulting agreement, contract or
          commitment with an employee or individual consultant or salesperson or
          consulting or sales agreement, contract or commitment with a firm or
          other organization;

               (ii) any agreement or plan, including, without limitation, any
          stock option plan, stock appreciation rights plan or stock purchase
          plan, any of the benefits of which will be increased, or the vesting
          of benefits of which will be accelerated, by the occurrence of any of
          the transactions contemplated by the Transaction Documents or the
          value of any of the benefits of which will be calculated on the basis
          of any of the transactions contemplated by the Transaction Documents;

               (iii) any fidelity or surety bond or completion bond;

               (iv) any lease of personal property to any Group Company;

               (v) any agreement, contract or commitment containing any covenant
          limiting the freedom of any Group Company to engage in any line of
          business or to compete with any person,

               (vi) any agreement, contract or commitment relating to material
          capital expenditures and involving future payments;

               (vii) any agreement, contract or commitment relating to the
          leasing, licensing, disposition or acquisition of assets or any
          interest in any business enterprise outside the ordinary course of any
          Group Company business;



                                     - 22 -
<PAGE>

               (viii) any mortgages, indentures, guarantees, loans or credit
          agreements, security agreements or other agreements or instruments
          relating to the borrowing of money or extension of credit;

               (ix) any purchase order or contract for the purchase of materials
          outside the ordinary course business consistent with past practice,
          but in any event not for more than forty thousand U.S. dollars
          ($40,000);

               (x) any construction contracts;

               (xi) any dealer, agency, distribution, joint marketing,
          development or indemnification agreement;

               (xii) any sales representative, original equipment manufacturer,
          value added, remarketer, reseller or other agreement for distribution
          of any Group Company's products or services, or the products or
          services of any person;

               (xiii) any agreement, contract or commitment that involves or
          that could reasonably be expected to involve (i) aggregate payments by
          any Group Company, or the receipt by any Group Company, of forty
          thousand U.S. dollars ($40,000) or more individually or in the
          aggregate and that is not cancelable without penalty within thirty
          (30) calendar days, (ii) minimum purchase commitments by any Group
          Company, or (iii) ongoing service or support obligations and that are
          not cancelable without penalty or refund within third (30) calendar
          days; or

               (xiv) any agreement under which such Group Company has made any
          representations or warranties whose time limits have not yet expired
          in connection with the acquisition, disposal or any other transfer of
          shares or other assets or under which such Group Company could be held
          liable in connection with such representations or warranties under
          guarantees, suretyships or similar engagements or in any other way,
          and there are no claims of third parties based on such representations
          or warranties, or such guarantees, suretyships or similar engagements,
          which may be set off against claims of any of the Group Companies.

          (b) Each Group Company is in material compliance in all respects with
     and has not breached, violated or defaulted under, or received notice that
     it has breached, violated or defaulted under, any of the terms or
     conditions of any agreement, contract, covenant, instrument, lease, license
     or commitment to which any Group Company is a party or by which it is bound
     (each, a "COMPANY CONTRACT"), nor is any Group Company or any Selling
     Shareholder aware of any event that would constitute such a breach,
     violation or default with the lapse of time, giving of notice or both. Each
     Company Contract is in full force and effect and, to the knowledge of the
     Selling Shareholders, is not subject to any material default thereunder by
     any party obligated to any Group Company pursuant thereto. Each Group
     Company has obtained or will obtain prior to the Closing all necessary
     consents, waivers and approvals of the parties listed in EXHIBIT F as are
     required for the Company Contracts with such parties to remain in effect
     without modification after the Acquisition.


                                     - 23 -
<PAGE>


          (c) No Group Company, or any of its directors, officers, employees,
     representatives, or agents has for the purpose of securing any contract or
     advantage to any Group Company given or offered any bribe, kick-back, or
     any corrupt, unlawful or immoral payment or contribution.

          (d) Except as set forth in the Company Disclosure Schedule, no Company
     Contract has been entered into otherwise than pursuant to normal "arm's
     length" commercial terms.

     3.16 GOVERNMENTAL AUTHORIZATION. SECTION 3.16 of the Company Disclosure
Schedule accurately lists each consent, license, permit, grant or other
authorization (i) issued to any Group Company by a Governmental Entity presently
held by any Group Company in connection with the conduct of its business (herein
collectively called "COMPANY AUTHORIZATIONS"); and (ii) required by any Group
Company under any applicable law in order to conduct its business as currently
conducted and as proposed to be conducted ("GOVERNMENTAL AUTHORIZATIONS"). The
Company Authorizations are in full force and effect and constitute all
Governmental Authorizations required to permit any Group Company to operate or
conduct its businesses as presently conducted or hold any interest in its
properties or assets, and to permit the Purchaser to continue to conduct the
business of any Group Company following the Closing

     3.17 LITIGATION. Other than as set forth in SECTION 3.9 of the Company
Disclosure Schedule, there is no action, suit or proceeding of any nature
pending, or, to the Company's or the Selling Shareholders' knowledge,
threatened, before any civil, administrative or criminal court, arbitral panel
or administrative or regulatory agency against any Group Company, their
properties or any of its officers, employees or directors in their capacities as
such, nor is there any reasonable basis therefor. Other than as set forth in
SECTION 3.9 of the Company Disclosure Schedule, there is no investigation
pending or threatened, against any Group Company, its respective properties or
any of their respective officers, employees or directors in their capacities as
such (nor is there any reasonable basis therefor) by or before any Governmental
Entity. No Governmental Entity has at any time challenged or questioned the
legal right of any Group Company to conduct its operations as presently or
previously conducted.

     3.18 MINUTE BOOKS AND REGISTERS. The minutes of each Group Company to which
counsel for the Purchaser was given access are the only minutes of the board of
directors and shareholders of such Group Company since January 1, 2003, and
contain true and accurate copies of all resolutions adopted by the Board of
Directors (or committees thereof) of such Group Company and its shareholders
since such date, and no other material resolutions have been adopted the time of
incorporation of such Group Company. The share register and the register of
directors of each Group Company, if applicable, completely and accurately set
forth the information required to be included therein.


                                     - 24 -
<PAGE>


     3.19 ENVIRONMENTAL MATTERS.

          As used in this Agreement:

          (i) "ENVIRONMENTAL CLAIM" means any and all administrative, regulatory
     or judicial actions, suits, demands, demand letters, directives, claims,
     Encumbrances, investigations, proceedings or notices of noncompliance or
     violation by any person or entity (including any Governmental Entity)
     alleging liability or potential liability (including, without limitation,
     potential responsibility for or liability for enforcement costs,
     investigatory costs, cleanup costs, governmental response costs, removal
     costs, remedial costs, natural resources damages, property damages,
     personal injuries, fines or penalties) arising out of, based on or
     resulting from (a) the presence, or Release or threatened Release into the
     environment, of any Hazardous Materials at any location, whether or not
     owned, operated, leased or managed by any Group Company; or (b)
     circumstances forming the basis of any violation, or alleged violation, of
     any Environmental Law; or (c) any and all claims by any third party seeking
     damages, contribution, indemnification, cost recovery, compensation or
     injunctive relief resulting from the presence or Release of any Hazardous
     Materials.

          (ii) "ENVIRONMENTAL LAWS" means all Swiss, German, and foreign (to the
     extent applicable) laws, rules, regulations and requirements of common law
     relating to pollution, the environment (including, without limitation,
     ambient air, surface water, groundwater, land surface or subsurface strata)
     or protection of human health as it relates to protection of the
     environment including, without limitation, laws and regulations relating to
     Releases or threatened Releases of Hazardous Materials, or otherwise
     relating to the manufacture, processing, distribution, use, treatment,
     storage, disposal, transport or handling of Hazardous Materials.

          (iii) "HAZARDOUS MATERIALS" means (a) any petroleum or petroleum
     products, radioactive materials, asbestos, urea formaldehyde foam
     insulation and transformers or other equipment that contain dielectric
     fluid containing polychlorinated biphenyls ("PCBs") in regulated
     concentrations; and (b) any chemicals, materials or substances which are
     now defined as or included in the definition of "hazardous substances,"
     "hazardous wastes," "hazardous materials," "extremely hazardous wastes,"
     "restricted hazardous wastes," "toxic substances," "toxic pollutants," or
     words of similar import, under any Environmental Law; and (c) any other
     chemical, material, substance or waste, which is regulated under any
     Environmental Law in a jurisdiction in which any Group Company operates.

          (iv) "RELEASE" means any release, spill, emission, leaking, injection,
     deposit, disposal, discharge, dispersal, leaching or migration into the
     atmosphere, soil, surface water, groundwater or property.

          No Hazardous Material is present, as a result of the actions or
     omissions of any Group Company or, to the Selling Shareholders' knowledge,
     any third party or otherwise, in, on or under any property, including the
     land and the improvements, ground water and surface water, that any Group
     Company owns, operates, occupies or leases. No underground storage tanks
     are or were present under any such property at such time as any Group
     Company owned, operated, occupied or leased such property. No Group Company
     has notified any Governmental Entity or third party, or been required under
     any law, rule, regulation, order or agreement to notify any Governmental
     Entity or third party, of any Release of any Hazardous Material.


                                     - 25 -
<PAGE>


          At all times, each Group Company has transported, stored, used,
     manufactured, disposed of, released or exposed its directors, officers and
     employees or others to Hazardous Materials (collectively, "Hazardous
     Materials Activities") in compliance with all Environmental Laws.

          Each Group Company currently holds all environmental approvals,
     permits, licenses, clearances and consents (the "Environmental Permits")
     necessary for the conduct of its business as such business is currently
     being conducted and is in material compliance with all such Environmental
     Permits. No environmental report, closure activity, investigation or
     assessment, and no notification to or approval, consent or authorization
     from, any Governmental Entity with jurisdiction regarding environmental
     matters or Hazardous Materials is required to be obtained in connection
     with any of the transactions contemplated by the Transaction Documents.

          No Environmental Claim is pending or threatened. The Company and the
     Selling Shareholders are not aware of any fact or circumstance, including
     any Release, which could reasonably be expected to involve any Group
     Company in any Environmental Claim or impose upon any Group Company any
     liability concerning Hazardous Materials Activities.

     3.20 BROKERS' AND FINDERS' FEES. No Group Company and no Selling
Shareholder has incurred, nor will it incur, directly or indirectly, any
liability for brokerage or finders' fees or agents' commissions or any similar
charges in connection with the Agreement or any transaction contemplated hereby
except those to Corum Group International S.a.r.l., which are the responsibility
and liability solely of the Selling Shareholders.

     3.21 EMPLOYEE AND EMPLOYEE BENEFIT MATTERS.

          (a) Particulars of all the directors, officers, employees and
     consultants of each Group Company (each, a "COMPANY EMPLOYEE"), including
     maternity leave, military or civil defense service, illness or accident,
     necessary work permits and their present compensation packages, are
     disclosed in Section 3.21 of the Company Disclosure Schedule, which
     particulars show all material benefits including, without limitation,
     salaries, directors' fees, social benefits, bonuses, commissions, profit
     shares, automobile, reimbursement of expenses and benefits in kind
     ("BENEFITS"), payable now or in the future (based upon current obligations)
     or which such Group Company is bound to provide to each director, officer,
     employee and consultant of such Group Company and are true, accurate and
     complete.

          (b) Except as set forth in SECTION 3.21 of the Company Disclosure
     Schedule, no employee of any Group Company has been dismissed in the last
     six months or has given notice of termination of his employment. There are
     no, and except as set forth in SECTION 3.9 of the Company Disclosure
     Schedule there were not in the past, any claims from or on behalf of the
     Company Employees threatened or pending against any Group Company or the
     Selling Shareholders.


                                     - 26 -
<PAGE>


          (c) Section 3.21 of the Company Disclosure Schedule includes the form
     of contracts under which the Company Employees are engaged.

          (d) Except as set forth in SECTION 3.21 of the Company Disclosure
     Schedule, there are no agreements or arrangements (whether legally
     enforceable or not) for the payment of any pensions, allowances, lump sums,
     or other like benefits on retirement or on death or termination or during
     periods of sickness or disablement for the benefit of any director or
     former director, officer or former officer, consultant or former
     consultant, or employee or former employee of any Group Company or for the
     benefit of the dependents of any such individual in operation.

          (e) Each Group Company has complied with all legislative or other
     official provisions relating to the Company Employees and their terms and
     conditions of employment and has made all deductions and payments required
     to be made by law or any other deductions or payments required by law,
     including (without limitation) deductions and payments to the social
     security and tax authorities.

          (f) Each Company Employee's claims under any mandatory and voluntary
     pension fund schemes are fully funded. All other liabilities of any Group
     Company to the Company Employees were properly accrued in the Financial
     Statements.

          (g) No Group Company operates any share incentive scheme, share option
     scheme or profit sharing scheme for the benefit of any of its directors,
     officers, employees or consultants.

          (h) Neither the execution, delivery or performance of the Transaction
     Documents, nor the consummation of any of the other transactions
     contemplated thereby, will result in any payment (including any bonus,
     golden parachute or severance payment) to any current or former employee,
     consultant, officer or director of any Group Company (whether or not under
     any Plan), or materially increase the benefits payable under any Plan, or
     result in any acceleration of the time of payment or vesting of any such
     benefits, except as provided therein.

          (i) Except as set forth in Section 3.21 of the Company Disclosure
     Schedule, each Group Company is in compliance in all respects with all
     applicable employment laws and contracts relating to employment, employment
     practices, wages, bonuses and terms and conditions of employment, including
     employee compensation matters, equal treatment and non- discrimination
     provisions.

          (j) No Group Company is party to or otherwise bound by the terms of
     any collective bargaining agreement. To the best knowledge of the Company
     and the Selling Shareholders, there are no organizational campaigns,
     petitions or other unionization activities seeking recognition of a
     collective bargaining unit which could affect any Group Company; nor are
     the Company and the Selling Shareholders aware of any controversies,
     strikes, slowdowns or work stoppages pending or threatened between any
     Group Company and any of its directors, officers, consultants or employees.
     The consummation of any of the transactions contemplated by the Transaction
     Documents will not have a material adverse effect on any Group Company's
     labor relations, and except as set forth in the Disclosure Schedule for
     3.21, none of any Group Company's directors, officers, or employees has
     notified any Group Company of any intention to terminate his or her
     employment with any Group Company.


                                     - 27 -
<PAGE>


          (k) To the best knowledge of the Company and the Selling Shareholders,
     no Company Employee is or was in violation of any term of any employment
     contract, patent disclosure agreement, proprietary information agreement,
     noncompetition agreement, or any other contract, agreement or restrictive
     covenant relating to the right of any such Company Employee to be employed
     by any Group Company because of the nature of the business conducted or to
     be conducted by any Group Company or relating to the use of trade secrets
     or proprietary information of others.

          (l) Mr. Beat Meier will not seek to terminate the Meier Employment
     Agreement (as defined below) or otherwise fully or partially cease to work
     for the Company in accordance with the terms of the Meier Employment
     Agreement during its initial fixed term of two (2) years, except for
     reasons of incapability of performing such work due to death or disability
     of Mr. Beat Meier or in case of a justified termination of the employment
     agreement by Mr. Beat Meier for cause (art. 337 Swiss Code of Obligations).

     3.22 INSURANCE. SECTION 3.22 of the Company Disclosure Schedule lists all
insurance policies and fidelity bonds covering the assets, business, equipment,
properties, operations, employees, officers and directors of each Group Company.
The Group Companies have the insurance coverage customary in their line of
business. Such insurance coverage is sufficient both with regard to its kind and
the coverage amounts in order to cover the risks which reasonably have to be
expected for businesses such as the ones conducted by the Companies in all
material aspects. There is no, and has not been in the past, any material claim
by any Group Company pending under any of such policies or bonds as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies or bonds. All premiums due and payable under all such policies and
bonds, and all past policies and bonds, have been paid, and each Group Company
is otherwise in compliance with the terms of such policies and bonds (or other
policies and bonds providing substantially similar insurance coverage). No Group
Company has knowledge of any threatened termination of, or premium increase with
respect to, any of such policies.

     3.23 NO CONFLICT OF INTEREST. Except as disclosed in the Financial
Statements, at the time of Closing, no Group Company is indebted, directly or
indirectly, to any Selling Shareholder nor to any Group Company's or Selling
Shareholder's employees, officers or directors or to their respective spouses or
children, in any amount whatsoever other than in connection with expenses or
advances of expenses incurred in the ordinary course of business or relocation
expenses of directors, officers and employees. Except as set forth in the
Disclosure Schedule for Section 3.15(d), as of the Closing, no Selling
Shareholder, nor any Group Company's nor any Selling Shareholder's employees,
officers or directors, or any members of their immediate families, are, directly
or indirectly, indebted to any Group Company or have any direct or indirect
ownership interest in any firm or corporation with which any Group Company is
affiliated or with which any Group Company has a business relationship, or any
firm or corporation which competes with any Group Company except that employees,
officers and directors of any Group Company may own stock in (but not exceeding
two percent of the outstanding capital stock of) any publicly traded companies
that may compete with any Group Company. Except as set forth in the Disclosure
Schedule for Section 3.15(d) no Selling Shareholder, nor any Group Company's or
Selling Shareholder's employees, officers or directors or any members of their
immediate families are, directly or indirectly, interested in any material
contract with any Group Company. No Group Company is a guarantor or indemnitor
of any indebtedness of any other person, firm or corporation.


                                     - 28 -
<PAGE>


     3.24 CERTAIN ADVANCES; GUARANTEES. There are no receivables or other
amounts payable to any Group Company owing by any director, officer, employee,
consultant of any Group Company or by the Selling Shareholders or owing by any
affiliated person or entity of any director, officer, employee, consultant of
any Group Company or the Selling Shareholders. The Selling Shareholders have not
agreed to, or assumed, any obligation or duty to guaranty or otherwise assume or
incur any obligation or liability of any Group Company. No Group Company has
agreed to, or assumed, any obligation or duty to guaranty or otherwise assume or
incur any obligation or liability of any Selling Shareholder.

     3.25 CUSTOMERS. No material customer of any Group Company has cancelled or
otherwise terminated, or made any threat to any Group Company to cancel or
otherwise terminate its relationship with such Group Company, or has at any time
on or after December 31, 2004 decreased materially its usage of the services or
products of any Group Company, and to the best knowledge of the Company and the
Selling Shareholders no such customer intends to cancel or otherwise terminate
its relationship with such Group Company or to decrease materially usage of the
services or products of such Group Company or change in any material respect the
terms upon which it trades with such Group Company. No Group Company has
knowingly breached, any agreement with, or engaged in any fraudulent conduct
with respect to, any customer of any Group Company.

     3.26 COMPLIANCE WITH LAWS. Each Group Company has complied in all respects
with, is not in violation in any respect of, and has not received any notices of
violation with respect to, any Swiss, German, or foreign law or regulation.

     3.27 BANKS / ACCOUNTING AFFAIRS. The records to be handed over to the
Purchaser in accordance with Section 6.3(m) below correctly and completely
document all current dealings of the Group Companies with any bank, in
particular the signature rights for all bank accounts of the Group Companies.

     3.28 OFFERS. Each Group Company and the Selling Shareholders have suspended
or terminated, and have the legal right to suspend or terminate, all
negotiations and discussions with respect to any bona fide offer or proposal
for, or any indication of interest in, other than the transactions contemplated
by the Transaction Documents, any (a) sale, license, disposition or acquisition
of all or a material portion of the business or assets of any Group Company, (b)
issuance, grant, disposition or acquisition of (i) any capital stock or other
equity security of any Group Company, (ii) any option, call, warrant or right
(whether or not immediately exercisable) to acquire any capital stock of any
Group Company, or (iii) any security, instrument or obligation that is or may
become convertible into or exchangeable for any capital stock or other equity
security of any Group Company; or (c) any merger, consolidation, business
combination, share exchange, reorganization or similar transaction involving any
Group Company. The suspension and termination of any such negotiations and
discussions has not and will not result in the requirement of any payment by any
Group Company or the Selling Shareholders.


                                     - 29 -
<PAGE>


     3.29 INSOLVENCY.

          (a) No Group Company: (i) has been liquidated, or is subject to a
     resolution to be liquidated or dissolved, and there is no action or request
     pending to accomplish such liquidation or dissolution, (ii) is bound as a
     party to any merger or similar transaction, (iii) has been declared
     bankrupt or insolvent, and there is no action or request pending to declare
     it bankrupt or insolvent, or (iv) is subject to any order, petition or
     resolution with respect to insolvency, bankruptcy or composition
     proceedings, appointment of a receiver, liquidator or administrator,
     appointment of trustee, or any similar actions or proceedings.

          (b) There has not been and there is not, in respect of any Group
     Company or any part of its respective business, any unsatisfied judgment or
     court order outstanding, or any delay in the payment of any material
     obligations due for payment, which might lead to any of the foregoing.

     3.30 RECORDS. All of the records, control and other systems, data and
information of each of any Group Company are recorded, stored, maintained or
operated or otherwise held by such Group Company and are not wholly or partly
dependent on any means (including but not limited to electronic, mechanical or
photographic process, computerized or otherwise) which (and all means of access
to and from which) are not under the exclusive ownership and direct control of
such Group Company.

     3.31 DISCLOSURE. The Company and the Selling Shareholders have disclosed to
the Purchaser all material information relating to the operations and business
of any Group Company or the transactions contemplated by the Transaction
Documents. The representations and warranties by the Selling Shareholders in the
Transaction Documents and the Company Disclosure Schedule do not contain any
untrue statement of a fact or omit to state a fact required to be stated herein
or necessary in order to make such statements, in light of the circumstances
under which they were made, not misleading. The Company and the Selling
Shareholders have delivered or made available to Purchaser or its
representatives true and complete copies of all documents which are referred to
in this Section 3 or in the Company Disclosure Schedule. Without derogating from
any representations and warranties contained in this Section 3, the Company and
the Selling Shareholders have disclosed to Purchaser all information of which
the Company or the Selling Shareholders have knowledge, and have provided to the
Purchaser all documents in their possession relating specifically to any Group
Company, in each case, regarding facts or circumstances that could reasonably be
expected to have a Material Adverse Effect on any Group Company.

     3.32 ACKNOWLEDGMENT. Each Selling Shareholder hereby acknowledges that such
Selling Shareholder has read this Agreement and the other documents to be
delivered in connection with the consummation of the transactions contemplated
hereby and has made an independent examination of the transactions contemplated
hereby and thereby (including the tax consequences thereof). Each Selling
Shareholder acknowledges that the Selling Shareholder has had an opportunity to
consult with and has relied solely upon the advice, if any, of the Selling
Shareholder's legal counsel, financial advisors, or accountants with respect to
the transactions contemplated hereby and by the Transaction Documents to the
extent the Selling Shareholder has deemed necessary, and has not been advised or
directed by the Purchaser, the Company or their respective legal counsel or
other advisors in respect of any such matters and has not relied on any such
parties in connection with this Agreement and the transactions contemplated
hereby.


                                     - 30 -
<PAGE>


                                    SECTION 4

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to the Selling Shareholders as
follows:

     4.1 AUTHORIZATION. All corporate action on the part of the Purchaser, its
officers, directors and shareholders necessary for the authorization, execution
and delivery of the Transaction Documents, the performance of all obligations of
the Purchaser hereunder and thereunder has been taken or will be taken prior to
the Closing, and the Transaction Documents, when executed and delivered by the
Purchaser, shall constitute the valid and legally binding obligations of the
Purchaser, enforceable against Purchaser in accordance with their respective
terms.

     4.2 NO VIOLATION. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will violate any
provisions of the Certificate of Incorporation or Bylaws of the Purchaser;
violate, or be in conflict with, or constitute a default under or cause or
permit the acceleration of the maturity of any debt or obligation pursuant to,
any agreement or commitment to which the Purchaser is a party or by which the
Purchaser is bound, or violate any statute or law or any judgment, decree,
order, regulation, or rule of any court or Governmental Entity.

     4.3 CORPORATE ORGANIZATION. Purchaser is a corporation duly organized and
validly existing under the Laws of Israel and has the full corporate power,
authority, and necessary approvals to own or use its assets and properties and
to conduct its business as the same is presently being conduction. Purchaser has
procured that it will at the Closing have the necessary funds at its disposal to
finance the transaction contemplated by these Transaction Documents.

                                    SECTION 5

                              ADDITIONAL AGREEMENTS

     5.1 EXPENSES. Each party hereto shall be responsible for the payment of its
own costs and expenses, including investment advisory and attorney's fees, in
connection with the transactions contemplated by the Transaction Documents;
PROVIDED FURTHER, that any transaction expenses incurred by or on behalf of the
Company will be paid in full by the Selling Shareholders prior to the Closing.
Any obligations that are not paid or accrued as of the Closing will be paid
directly by the Selling Shareholders.


                                     - 31 -
<PAGE>


     5.2 CONDUCT OF BUSINESS OF THE COMPANY. During the period from the date of
this Agreement and continuing until the earlier of the termination of this
Agreement or the Closing, the Selling Shareholders with respect to each Group
Company's businesses agree (except to the extent expressly contemplated by this
Agreement or as consented to in writing by the Purchaser) to cause such Group
Companies to carry on such businesses in the usual, regular and ordinary course
in substantially the same manner as heretofore conducted, to pay debts and Taxes
when due subject to good faith disputes over such debts or Taxes, to pay or
perform other obligations when due, and to use all reasonable efforts consistent
with past practice and policies to preserve intact its present business
organization, keep available the services of its present officers and key
employees and preserve its relationships with customers, suppliers,
distributors, licensors, licensees, and others having business dealings with it,
to the end that its goodwill and ongoing businesses shall be unimpaired at the
Closing Date. The Selling Shareholders with respect to each Group Company's
businesses agree to promptly notify the Purchaser of any event or occurrence not
in the ordinary course of its business, of any event which could have a Material
Adverse Effect, and immediately upon becoming aware of any breach of the Selling
Shareholders' representations and warranties set forth in Section 3 above.
Without limiting the foregoing, except as expressly contemplated by this
Agreement, no Selling Shareholder with respect to the each Group Company's
businesses shall do, cause or permit any of the following, without the prior
written consent of the Purchaser:

          (a) CHARTER DOCUMENTS. Cause or permit any amendments to its Charter
     Documents.

          (b) ISSUANCE OF SECURITIES. Issue, deliver or sell or authorize or
     propose the issuance, delivery or sale of, or purchase or propose the
     purchase of, any shares of its capital stock or securities convertible
     into, or subscriptions, rights, warrants or options to acquire, convertible
     loans, or other agreements or commitments of any character obligating it to
     issue any such shares or other convertible securities.

          (c) DIVIDENDS; CHANGES IN CAPITAL STOCK. Declare or pay any dividends
     on or make any other distributions (whether in cash, stock or property) in
     respect of any of its capital stock, or split, combine or reclassify any of
     its capital stock or issue or authorize the issuance of any other
     securities in respect of, in lieu of or in substitution for shares of its
     capital stock, or repurchase or otherwise acquire, directly or indirectly,
     any shares of its capital stock.

          (d) CONTRACTS. Enter into any contract or commitment, or violate,
     amend or otherwise modify or waive any of the terms of any of its contracts
     with an aggregate value greater than ten thousand U.S. dollars ($10,000),
     except for purchase and sale agreements in the ordinary course of business
     consistent with past practice.

          (e) INTELLECTUAL PROPERTY. License or transfer to any person or entity
     any rights to its Intellectual Property except through standard customer
     licenses in the ordinary course of business consistent with past practice.

          (f) EXCLUSIVE RIGHTS. Enter into or amend any agreements pursuant to
     which any other party is granted exclusive marketing or other exclusive
     rights of any type or scope with respect to any of its products or
     services;


                                     - 32 -
<PAGE>


          (g) DISPOSITIONS. Sell, lease, license or otherwise dispose of or
     encumber any of its properties or assets other than sales, or licenses to
     customers in the ordinary course of business consistent with past practice.

          (h) INDEBTEDNESS. Incur any indebtedness for borrowed money or
     guarantee any such indebtedness or issue or sell any debt securities or
     guarantee any debt securities of others except for existing bank lines of
     credit. In particular, and not as a limitation of the foregoing, no Group
     Company will increase its outstanding indebtedness to any lender without
     the prior written consent of the Purchaser other than in the ordinary
     course of business consistent with past practice, and in no event will any
     Group Company make or allow to be made any material increase in the
     currently outstanding amount under any bank credit line or other facility,
     nor in the amount currently available thereunder; provided, however, that
     the Company may increase the amount outstanding under its current bank
     credit line (solely within the amount currently available thereunder)
     solely for payment of expenses incurred in the ordinary course of business
     consistent with past practice.

          (i) LEASES. Enter into or terminate operating leases or leases for
     real property.

          (j) PAYMENT OF OBLIGATIONS. Pay, discharge or satisfy any claim,
     liability or obligation (absolute, accrued, asserted or unasserted,
     contingent or otherwise) arising other than in the ordinary course of
     business, other than the payment, discharge or satisfaction of then-due
     liabilities reflected or reserved against in the Company Financial
     Statements, except the assignment of the Shareholders' Loans to equity
     reserves described in this Agreement.

          (k) CAPITAL EXPENDITURES. Make any capital expenditures, capital
     additions or capital improvements except in the ordinary course of business
     and consistent with past practice.

          (l) INSURANCE. Reduce the amount of any insurance coverage provided by
     existing insurance policies.

          (m) TERMINATION OR WAIVER. Terminate or waive any right of substantial
     value.

          (n) EMPLOYEE BENEFIT PLANS; NEW HIRES; PAY INCREASES. Adopt or amend
     any employee benefit or stock purchase or option plan, or hire any new
     director, officer, consultant or employee, pay any special bonus or special
     remuneration to any employee, officer, consultant or director, or increase
     the salaries or wage rates or benefits of its directors, officers,
     consultants or employees; in each case, other than as specifically
     disclosed in the Company Disclosure Schedule.

          (o) SEVERANCE ARRANGEMENT. Grant any severance or termination pay (i)
     to any director or officer or (ii) to any other employee or consultant
     except payments made pursuant to standard written agreements outstanding.


                                     - 33 -
<PAGE>


          (p) LAWSUITS. Commence or settle a lawsuit other than (i) for the
     routine collection of bills, (ii) in such cases where it in good faith
     determines that failure to commence suit would result in the material
     impairment of a valuable aspect of its business, provided that it consults
     with the Purchaser prior to the filing of such a suit;

          (q) ACQUISITIONS. Acquire or agree to acquire by merging or
     consolidating with, or by purchasing a substantial portion of the shares or
     assets of, or by any other manner, any business or any corporation,
     partnership, association or other business organization or division
     thereof, or otherwise acquire or agree to acquire any assets which are
     material, individually or in the aggregate, to the Group Companies'
     business, taken as a whole.

          (r) TAXES. Other than in the ordinary course of business and except
     for claims for Taxes disclosed in the Company Disclosure Schedule, make or
     change any election in respect of Taxes, adopt or change any accounting
     method in respect of Taxes, file any Tax Return or any amendment to a Tax
     Return, enter into any closing agreement, settle any claim or assessment in
     respect of Taxes, or consent to any extension or waiver of the limitation
     period applicable to any claim or assessment in respect of Taxes.

          (s) NOTICES. Fail to give any notices or other information required to
     be given to the employees of any Group Company or any Selling Shareholder,
     any collective bargaining unit representing any group of employees of any
     Group Company or any Selling Shareholder, and any applicable government
     authority under any applicable law in connection with the transactions
     provided for in this Agreement.

          (t) REVALUATION. Revalue any assets, including without limitation
     writing down the value of inventory or writing off notes or accounts
     receivable other than in the ordinary course of business.

          (u) OTHER. Take, or agree in writing or otherwise to take, any of the
     actions described in Sections 5.2(a) through (t) above, or any action which
     would make any of its representations or warranties contained in this
     Agreement untrue or incorrect or prevent it from performing or cause it not
     to perform its covenants hereunder.

     5.3 NON-COMPETE; NON-SOLICITATION; NON-USE OF NAMES.

          (a) Until three (3) years after the Closing, Beat Meier, Carsten
     Neufing, Matthias Zahn, and Andreas Arpagaus shall not, directly or
     indirectly, own an interest in, manage, operate, join, control, advertise,
     market or participate in or be connected with, as an officer, employee,
     partner, stockholder, director, consultant or otherwise, any person or
     organization that, at such time, competes with any Group Company's business
     as conducted and as proposed to be conducted at any date following the
     Closing; provided that this shall not preclude the foregoing Selling
     Shareholders from owning a stock interest not greater than 2% in a publicly
     traded company. In addition to the foregoing, Mr. Beat Meier is subject to
     a separate, personal noncompetition obligation set forth in his employment
     agreement with the Company which shall be in effect from and after the
     Closing.


                                     - 34 -
<PAGE>


          (a1) Until three (3) years after the Closing, CornerstoneCapital AG
     and IDP Investments GmbH, shall procure that none of their employees or
     partners who served as Directors of the Company shall, directly or
     indirectly, be involved as a director or otherwise participate in the
     management of an interest in, manage, operate, join, control, advertise,
     market or participate in or be connected with, any person or organization
     that, at such time, competes with any Group Company's business as conducted
     and as proposed to be conducted at the Closing; provided that this shall
     not preclude such employees and partners of the foregoing Selling
     Shareholders from owning a stock interest not greater than 2% in a publicly
     traded company. (b) Until three (3) years after the Closing, the Beat
     Meier, Carsten Neufing, Matthias Zahn, and Andreas Arpagaus shall not,
     directly or indirectly solicit, canvass or entice away from any Group
     Company the custom of any person firm or a client of such company where the
     custom relates to products and/or services which are competitive to the
     type supplied by such company.

          (b1) Until three (3) years after the Closing, CornerstoneCapital AG
     and IDP Investments GmbH, shall procure that none of their employees or
     partners who served as Directors of the Company shall, directly or
     indirectly solicit, canvass or entice away from any Group Company the
     custom of any person firm or a client of such company where the custom
     relates to products and/or services which are competitive to the type
     supplied by such company.

          (c) Until three (3) years after the Closing, the Beat Meier, Carsten
     Neufing, Matthias Zahn, and Andreas Arpagaus shall not, directly or
     indirectly solicit, canvass or entice away from any Group Company any of
     the directors, officers, employees, consultants, representatives, or agents
     of any Group Company.

          (c1) Until three (3) years after the Closing, CornerstoneCapital AG
     and IDP Investments GmbH, shall procure that none of their employees or
     partners who served as Directors of the Company shall, directly or
     indirectly solicit, canvass or entice away from any Group Company any of
     the directors, officers, employees, consultants, representatives, or agents
     of any Group Company.

          (d) The Selling Shareholders, except Matthias Zahn (as to which
     specific obligations are set forth in Section 5.3(e)), agree and undertake
     not to make any use whatsoever in the future of the name "FAST" or name
     containing the said word, or any variation thereof, and acknowledges that
     such name is the sole and exclusive property of the Company.

          (e) Notwithstanding Section 5.3(d), on his own behalf and on behalf of
     any Company controlled by him (including, without limitation, FAST TV
     Server AG), Matthias Zahn undertakes not to use the logotype "FAST"
     currently used by the Company nor any similar logotype. For absence of
     doubt, the current logotype used by FAST TV Server AG is not considered to
     be similar.


                                     - 35 -
<PAGE>


     5.4 NO SOLICITATION. The Selling Shareholders and the officers, directors,
employees, representatives, consultants, or other agents of the Company and the
Selling Shareholders will not, directly or indirectly, and will cause the
Company not to, directly or indirectly, (i) take any action to solicit, initiate
or encourage any Acquisition Proposal (as defined below) or (ii) engage in
negotiations with, continue negotiations with or disclose any nonpublic
information relating to any Group Company or the Selling Shareholders to, or
afford access to the properties, books or records of any Group Company or the
Selling Shareholders to, any person that has advised any Group Company or the
Selling Shareholders that it may be considering making, or that has made, a
Acquisition Proposal. The Selling Shareholders will, and will cause the Company
to, promptly notify the Purchaser after receipt of any Acquisition Proposal or
any notice that any person is considering making an Acquisition Proposal or any
request for nonpublic information relating to any Group Company or for access to
the properties, books or records of any Group Company by any person that has
advised any Group Company or the Selling Shareholders that it may be considering
making, or that has made, an Acquisition Proposal and will keep the Purchaser
fully informed of the status and details of any such Acquisition Proposal notice
or request. For purposes of this Agreement, "ACQUISITION PROPOSAL" shall mean
any transaction involving: (i) the sale, license, disposition or acquisition of
all or a material portion of the business or assets of any Group Company; (ii)
the issuance, grant, disposition or acquisition of (A) any capital stock or
other equity security of any Group Company, (B) any option, call, warrant or
right (whether or not immediately exercisable) to acquire any capital stock or
other equity security of any Group Company, or (C) any security, instrument or
obligation that is or may become convertible into or exchangeable for any
capital stock or other equity security of any Group Company; or (iii) any
merger, demerger, consolidation, business combination, share exchange,
reorganization or similar transaction involving any Group Company.

     5.5 ACCESS; CONFIDENTIALITY. The Selling Shareholders agree to make,
procure that the Company makes, available to the Purchaser and its
representatives and advisors all books, records, facilities, directors,
officers, employees, non-employee agents (such as patent and regulatory counsel)
and information necessary for the Purchaser to evaluate the businesses,
operations, properties and financial condition of any Group Company, except such
documents where confidentiality obligations prevent the identity of the parties
executing the documents from being disclosed (in which case the Company will
provide the Purchaser with redacted versions). Each party shall keep
confidential and shall not make use of any information treated by the other
party as confidential (including, without limitation, the existence of the
Transaction Documents or the consummation of the Acquisition or the failure of
such a consummation), obtained from the other party concerning the assets,
properties, business or operations of the other party other than to disclose to
legal counsel, consultants, financial advisors, officers, key employees, lenders
and investment bankers where such disclosure is related to the performance of
obligations under the Transaction Documents or the consummation of the
transactions contemplated under the Transaction Documents (all of whom shall be
similarly bound by the provisions of this Section 5.5), except as may be
required to be disclosed by applicable law or regulations (including of any
stock exchange) or as may be required to obtain the consents, waivers or
releases from any Governmental Entity or other third party. Notwithstanding the
foregoing, the foregoing confidentiality restrictions shall not apply to any
information which (a) becomes generally available to the public through no fault
of the receiving party or its employees, agents or representatives; (b) is
independently developed by the receiving party without benefit of the
above-described information (and such independent development is substantiated
in writing), or rightfully received from another source on a non-confidential
basis; (c) when such disclosure is required by a court or governmental authority
or any stock exchange or is otherwise required by law or is necessary to
establish rights under the Transaction Documents or any agreement contemplated
hereby. Purchaser agrees that upon signing of these Transaction Documents,
Company may inform employees of the current status of the contemplated
transaction using an announcement the form and content of which will be agreed
in advance with the Purchaser. Furthermore, for the avoidance of doubt, it is
explicitly stated that nothing herein shall restrict the Purchaser and the Group
Companies in any way in their use of any information relating to any of the
Group Companies after consummation of the Closing.


                                     - 36 -
<PAGE>


     5.6 PUBLIC ANNOUNCEMENTS. No party hereto shall without the prior written
consent of the other parties (which consent shall not be unreasonably withheld)
disclose to any third party (other than to legal counsel, consultants, financial
advisors, key employees and lenders where such disclosure is related to the
performance of obligations under this Agreement or the consummation of the
transactions contemplated hereunder) the existence of this Agreement, the
identity of the other parties hereto or the transactions contemplated hereby
except (a) as required by law or regulations (including of any stock exchange),
(b) as reasonably necessary to obtain any consents, waivers or releases from any
Governmental Entity or other third party, or (c) as reasonably requested by any
Governmental Entity. The Selling Shareholders acknowledge that the Purchaser
will release one or more public announcements of this transaction in
substantially the form and substance attached hereto as EXHIBIT D, and that the
Purchaser shall also be entitled to make any announcements and to include
information in any public filings which the Purchaser deems necessary or
desirable in accordance with the Purchaser's obligations under applicable law
and the rules and regulations of any stock exchange.

     5.7 COOPERATION. Each party hereto will fully cooperate with the other
parties, their counsel and accountants in connection with any steps required to
be taken as part of its obligations under this Agreement. The Selling
Shareholders will use reasonable efforts to cause all conditions to this
Agreement to be satisfied as promptly as possible and to obtain all consents and
approvals necessary for the due and timely performance of this Agreement and for
the satisfaction of the conditions hereof. No party will undertake any course of
action inconsistent with this Agreement or which would make any representations,
warranties or agreements made by such party in this Agreement untrue or any
conditions precedent to this Agreement unable to be satisfied at or prior to the
Closing. In addition, and not as a limitation of the foregoing, the Purchaser
will participate in meetings, at reasonable times and upon reasonable prior
notice, with the Company and Formatest during which the Company will discuss
with Formatest the matters set forth in Section 6.3(n) of this Agreement.

     5.8 EMPLOYEES OF THE COMPANY'S BUSINESS. Between the date of this Agreement
and the Closing Date, the Company shall allow the Purchaser to have free access
to the premises, directors, officers and employees of any Group Company for
discussions regarding employment after the Closing Date. .

     5.9 NOTIFICATION OF CLAIMS. From the date of this Agreement to and
including the Closing Date, the Company and the Selling Shareholders shall
promptly notify the Purchaser in writing of the commencement or threat of any
claims, litigation or proceedings against or affecting any Group Company.


                                     - 37 -
<PAGE>


     5.10 U.S. GAAP AUDIT.

          (a) At the sole expense and responsibility of the Selling
     Shareholders, the Selling Shareholders shall procure that the Company's
     independent auditors (the Swiss affiliate of KPMG) shall deliver to the
     Purchaser, within forty-five (45) calendar days following the Closing (the
     "U.S. GAAP Audit Period"), an audited balance sheet of the Company as of
     December 31, 2005, and the related statements of income for the year then
     ended, prepared in accordance with U.S. GAAP, including comparisons to an
     unaudited balance sheet of the Company as of December 31, 2004 and the
     related statements of income for the year then ended, also prepared in
     accordance with U.S. GAAP, accompanied by the unqualified report of the
     Company's independent auditors thereon (the "2005 Financials"), and an
     audited balance sheet of the Company as of the Closing Date, prepared in
     accordance with U.S. GAAP, accompanied by the unqualified report of the
     Company's independent auditors thereon, except for qualification to the
     extent that such report is limited only to the balance sheet and a
     restriction regarding its limitation of use by other than the Purchaser or
     the Selling Shareholders (the "Closing Balance Sheet"; collectively with
     the 2005 Financials, the "U.S. GAAP Audit"), and that, to the extent the
     2005 Financials are required to be included or incorporated by reference in
     any filing with the U.S. Securities and Exchange Commission ("SEC"), KPMG
     shall timely provide its consent in customary form to the filing of such
     audit in connection with any registration statements or other SEC filings
     by the Purchaser. For the avoidance of doubt, and not a limitation of the
     foregoing, the U.S. GAAP Audit shall include a reserve for the full amount
     of potential liability with respect to the German tax liability described
     in Section 3.9 of the Disclosure Schedule, including, but not limited to,
     interests, penalties, fees of attorneys, accountants and other consultants
     with respect to any contesting or resolution of such German tax liability.

          (b) Prior to the Closing, the Selling Shareholders shall procure that
     KPMG shall deliver a written, nonbinding estimate of the fees and expenses
     (and any tax thereon) for the U.S. GAAP Audit, including the timely
     delivery of KPMG's consent in customary form to the filing of such audit
     with the SEC in connection with any registration statements or other SEC
     filings by the Purchaser (the "Estimate"). Following delivery by KPMG to
     the Company of its full and final invoice with respect to the U.S. GAAP
     Audit, the Escrow Agent will pay such invoice in full out of the Audit Fee
     Reserve. If the amount of the final invoice exceeds the amount of the Audit
     Fee Reserve then any excess shall be paid, promptly and in full, directly
     by the Selling Shareholders, and if the amount of the final invoice is less
     than the amount retained in the Audit Fee Reserve then the remaining Audit
     Fee Reserve amount shall be distributed to the Selling Shareholders.

          (c) Purchaser agrees to cooperate fully with Selling Shareholders and
     the Company's independent auditors in the preparation of the U.S. GAAP
     Audit including, without limitation, provision of representations if
     required, access to information and records, and access to personnel. To
     the extent that Selling Shareholders are unable to deliver the U.S. GAAP
     Audit due to a failure by the Purchaser to provide access to information or
     to personnel, the U.S. GAAP Audit Period shall be extended to reflect any
     delay reasonably arising therefrom.


                                     - 38 -
<PAGE>


          (d) During a period of five (5) business days following delivery to
     the Purchaser of the U.S. GAAP Audit, the Purchaser may notify the
     Shareholder Representative in writing that the Purchaser believes that any
     portion of the U.S. GAAP Audit does not conform with U.S. GAAP in any
     respect (a "GAAP Objection"). Following delivery of a GAAP Objection, the
     Purchaser and the Shareholder Representative will meet and confer during a
     period of five (5) business days in an effort to agree on the form of the
     U.S. GAAP Audit. If the Purchaser and the Shareholder Representative agree
     on the final form of any amendments to the U.S. GAAP Audit, then the
     financial statements as so amended shall be the "U.S. GAAP Audit"
     (regardless of whether they are formally approved by the Company's
     auditor), and within ten (10) business days the Selling Shareholders shall
     use their best efforts to procure that the Company's auditor shall deliver
     the U.S. GAAP Audit to the Purchaser amended in accordance with such
     agreement. In the event that the Purchaser and the Shareholder
     Representative fail to agree on the form of the U.S. GAAP Audit, then the
     then Purchaser and the Shareholder Representative shall mutually agree upon
     a Swiss recognized accounting firm affiliated with the "Big Four"
     international accounting firms to resolve such dispute, or if they cannot
     agree on such a firm within five (5) business days, within three (3)
     business days they shall each designate a nationally recognized accounting
     firm, and the two firms shall agree upon a Swiss recognized accounting firm
     affiliated with the "Big Four" international accounting firms, which does
     not represent either party, which firm shall have the sole authority to
     resolve such dispute. If the two designated accounting firms are unable to
     reach agreement, then the Chairman of the Swiss Chamber of Audit Firms
     (Treuhand Kammer or its successor) will make such designation. The firm so
     agreed upon (the "FIRM") shall as promptly as practicable make a final
     determination of the U.S. GAAP Audit, which shall be binding on the
     parties. If the Firm determines that amendments are necessary, then the
     financial statements as so amended shall be the "U.S. GAAP Audit"
     (regardless of whether they are formally approved by the Company's
     auditor), and within ten (10) business days the Selling Shareholders shall
     use their best efforts to procure that KPMG shall deliver the revised
     financial statements to the Purchaser amended in accordance with the Firm's
     final determination. Each of Purchaser and the Shareholder Representative
     shall provide the Firm with all information and documentation that the Firm
     requests. The Purchaser on the one part and the Selling Shareholders on the
     other part shall each pay half of the total fees and expenses of the Firm.
     The period between delivery of the U.S. GAAP Audit and the resolution of
     any dispute shall not be included in the U.S. GAAP Audit Period; provided,
     however, that any portion of such period which exceeds any of the time
     limits set forth in this Section 5.10(d) shall be included in the U.S. GAAP
     Audit Period.

          (e) In the event that the U.S. GAAP Audit is not delivered to the
     Company on or before the end of the U.S. GAAP Audit Period, then starting
     on the first Business Day thereafter the Selling Shareholders will pay to
     the Purchaser a penalty on the first Business Day of each one week period
     calculated as follows: fifty thousand U.S. dollars for the first week (or
     portion thereof); plus fifty thousand U.S. dollars for the second week (or
     portion thereof); plus one hundred thousand U.S. dollars ($100,000) for the
     third week (or portion thereof); plus one hundred thousand U.S. dollars
     ($100,000) for the fourth week (or portion thereof); plus two hundred
     thousand U.S. dollars ($200,000) for the fifth week (or portion thereof);
     plus five hundred thousand U.S. dollars ($500,000) for the sixth week (or
     portion thereof); which penalties may be deducted (at the Purchaser's
     discretion) from the Purchase Reserve. It is understood that if the delay
     in delivery of the U.S. GAAP Audit continues for more than six (6) weeks,
     then the foregoing penalty would not adequately compensate the Purchaser
     for its damages and in such case the Purchaser would be entitled to seek
     its total actual damages in addition to such penalty (subject to the
     aggregate limitations set forth in Section 7.3(c)).


                                     - 39 -
<PAGE>


     5.11 FURTHER ACTS. After the Closing Date, each party hereto, at the
request of the other parties, will take any further actions necessary or
desirable to carry out the purposes of the Transaction Documents and to vest in
the Purchaser full title to all properties, assets and rights of any Group
Company transferred pursuant to the Transaction Documents.

                                    SECTION 6

                    CONDITIONS; CLOSING ACTIONS; DELIVERABLES

     6.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective obligations of
each party to this Agreement to consummate and effect the Closing and the other
transactions contemplated hereby shall be subject to the satisfaction on or
prior to the Closing Date of each of the following conditions, any of which may
be waived by agreement in writing of all the parties hereto:

          (a) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY. No temporary restraining
     order, preliminary or permanent injunction or other order issued by any
     court of competent jurisdiction or other legal or regulatory restraint or
     prohibition preventing the consummation of the transactions contemplated
     hereby shall be in effect, nor shall any proceeding brought by any
     Governmental Entity, foreign or domestic, seeking any of the foregoing be
     pending; nor shall there be any action taken, or any statute, rule,
     regulation or order enacted, entered, enforced or deemed applicable to the
     transactions contemplated hereby, which makes the consummation of such
     transactions illegal.

          (b) GOVERNMENTAL APPROVAL. The Purchaser, the Group Companies and the
     Selling Shareholders shall have timely obtained from each Governmental
     Entity all approvals, waivers and consents, in an unqualified form and
     substance satisfactory for the Purchaser, necessary for consummation of or
     in connection with the transactions contemplated hereby.

     6.2 CONDITIONS TO OBLIGATIONS OF THE SELLING SHAREHOLDERS; ACTIONS TAKEN BY
THE PURCHASER. The obligations of the Selling Shareholders to consummate and
effect the Closing and the other transactions contemplated hereby shall be
subject to the satisfaction on or prior to the Closing Date of each of the
following conditions, any of which may be waived, in writing, by the Selling
Shareholders:

          (a) REPRESENTATIONS, WARRANTIES AND COVENANTS. (i) Each of the
     representations and warranties of the Purchaser in this Agreement that is
     expressly qualified by a reference to materiality shall be true in all
     respects as so qualified, and each of the representations and warranties of
     the Purchaser in this Agreement that is not so qualified shall be true and
     correct in all respects, on and as of the Closing as though such
     representation or warranty had been made on and as of the Closing (except
     that those representations and warranties which address matters only as of
     a particular date shall remain true and correct as of such date), and (ii)
     the Purchaser shall have performed and complied in all material respects
     with all covenants, obligations and conditions of this Agreement required
     to be performed and complied with by the Purchaser as of the Closing.


                                     - 40 -
<PAGE>



          (b) ESCROW AGREEMENT. The Purchaser and the Escrow Agent shall have
     delivered executed copies of the Escrow Agreement to the Selling
     Shareholders.

     6.3 CONDITIONS TO OBLIGATIONS OF THE PURCHASER; ACTIONS TAKEN BY THE
COMPANY AND THE SELLING SHAREHOLDERS. The obligations of the Purchaser to
consummate and effect the Closing and the other transactions contemplated hereby
shall be subject to the satisfaction on or prior to the Closing Date of each of
the following conditions, any of which may be waived, in writing, by the
Purchaser:

          (a) REPRESENTATIONS, WARRANTIES AND COVENANTS. (i) Each of the
     representations and warranties of the Selling Shareholders in this
     Agreement that is expressly qualified by a reference to materiality shall
     be true in all respects as so qualified, and each of the representations
     and warranties of the Selling Shareholders in this Agreement that is not so
     qualified shall be true and correct in all respects, on and as of the
     Closing as though such representation or warranty had been made on and as
     of the Closing (except that those representations and warranties which
     address matters only as of a particular date shall remain true and correct
     as of such date), (ii) the Selling Shareholders shall have performed and
     complied in all respects with all covenants, obligations and conditions of
     this Agreement required to be performed and complied with by them as of the
     Closing, and (iii) all of the agreements listed on EXHIBIT E shall remain
     in full force and effect as of the Closing, and neither the Company nor any
     Selling Shareholder shall have received notice or shall have any reason to
     believe any termination, suspension or allegation of the breach of any such
     agreement by any party thereto has occurred or is reasonably likely to
     occur or that any basis for any such termination, suspension or allegation
     exists. For avoidance of doubt, continuation of the business relationship
     with Honeywell International Inc. is not a condition to Closing and the
     discontinuation of the business relationship by an act on the part of
     Honeywell International Inc. is not a Material Adverse Effect.

          (b) NO MATERIAL ADVERSE CHANGES. There shall not have occurred any
     Material Adverse Effect.

          (c) CERTIFICATES OF THE COMPANY AND THE SELLING SHAREHOLDERS.

               (i) COMPLIANCE CERTIFICATE OF THE COMPANY. The Purchaser shall
          have been provided with a certificate executed on behalf of the
          Company by its Chief Executive Officer and its Chief Financial Officer
          to the effect that, as of the Closing, each of the conditions set
          forth in Sections 6.3(a) and (b) above has been satisfied.

               (ii) COMPLIANCE CERTIFICATE OF THE SELLING SHAREHOLDERS. The
          Purchaser shall have been provided with a certificate executed by each
          of the Selling Shareholders to the effect that, as of the Closing,
          each of the conditions set forth in Sections 6.3(a) and (b) above has
          been satisfied and, as to any Selling Shareholder which is an entity,
          certifying the incumbency of the officers of such Selling Shareholder
          executing this Agreement and any agreements and documents contemplated
          by this Agreement.


                                     - 41 -
<PAGE>


               (iii) CERTIFICATE OF SECRETARY OF THE COMPANY. The Purchaser
          shall have been provided with a certificate executed by the Secretary
          of the Company to the following effect:

                    (A) certifying and attaching resolutions duly adopted by the
               Board of Directors (i) amending the signature rights of each
               Group Company, and (ii) canceling all existing powers of attorney
               granted by any Group Company;

                    (B) certifying that the Charter Documents of each Group
               Company, as in effect immediately prior to the Closing, are those
               included in the Company Disclosure Schedule and have not been
               amended since the date hereof; and

                    (C) certifying the incumbency of the officers of the Company
               executing any agreements and documents contemplated by this
               Agreement.

               (iv) CLOSING DEBT CERTIFICATE. Not later than one full business
          day prior to the Closing, the Purchaser shall have been provided with
          a certificate executed by the Chief Financial Officer of the Company
          confirming that there is no outstanding debt from the Company to any
          Selling Shareholder as of the Closing and setting forth an estimate of
          the Closing Shareholders Equity, based upon an attached estimated
          balance sheet of the Company as of the Closing Date (prepared in
          accordance with Swiss GAAP) certified by the Chief Financial Officer
          of the Company (the "Estimated Closing Shareholders Equity").

          (d) DUE DILIGENCE. The Purchaser's due diligence review of each Group
     Company, solely as to the share capital of the Company and as to the review
     of any documents or other disclosures delivered or made to the Purchaser on
     or after November 11, 2005, shall have been completed to the sole and
     complete satisfaction of the Purchaser.

          (e) SHARES. Each Selling Shareholder will deliver to the Purchaser a
     certificate or certificates representing all of the Shares

          (f) THIRD PARTY CONSENTS. The Purchaser shall have been furnished with
     evidence satisfactory to it that the Selling Shareholders and any Group
     Company have obtained those consents, waivers, approvals or authorizations
     of those Governmental Entities and third parties listed in EXHIBIT F.

          (g) SHAREHOLDER LOANS. Repayment of the Shareholder Loans shall have
     been waived by the Lenders in full and in compliance with all applicable
     law.

          (h) INJUNCTIONS OR RESTRAINTS; CONDUCT OF BUSINESS. No proceeding
     brought by any Governmental Entity, foreign or domestic, seeking to prevent
     the consummation of the transactions contemplated by the Transaction
     Documents shall be pending or threatened. In addition, no temporary
     restraining order, preliminary or permanent injunction or other order
     issued by any court of competent jurisdiction or other legal or regulatory
     restraint provision limiting or restricting Purchaser's conduct or
     operation of the business of any Group Company following the Closing shall
     be in effect, nor shall any proceeding brought by an administrative agency
     or commission or other Governmental Entity, domestic or foreign, seeking
     the foregoing be pending.


                                     - 42 -
<PAGE>


          (i) ESCROW AGREEMENT. The Selling Shareholders and the Escrow Agent
     shall have delivered executed copies of the Escrow Agreement to the
     Purchaser.

          (j) EMPLOYMENT AGREEMENTS. The Employment Agreement entered into by
     and between Mr. Beat Meier and the Company concurrent with signing this
     Agreement (the "Meier Employment Agreement") shall remain in full force and
     effect and no notice of termination shall have been delivered thereunder.
     In addition, the employment agreements between at least five of the persons
     listed in EXHIBIT G and the relevant Group Company shall remain in full
     force and effect and no notice of termination shall have been delivered
     thereunder; provided, however, that if any person listed in Exhibit G shall
     not be employed at the Closing or shall have given notice of the
     termination of his employment then the Purchase Price shall be reduced by
     one hundred thousand U.S. dollars ($100,000) for each such person.

          (k) LEGAL OPINION. Purchaser shall have received, concurrent with the
     signing of this Agreement, a legal opinion from Urs Lichtsteiner, legal
     counsel to the Selling Shareholders, substantially in the form attached
     hereto as EXHIBIT H1. In addition, Purchaser shall have received,
     concurrent with the signing of this Agreement or as soon as possible
     thereafter but not later than the Closing, a legal opinion from legal
     counsel (reasonably acceptable to Purchaser) to any Selling Shareholder
     which is an entity, substantially in the form attached hereto as EXHIBIT
     H2.

          (l) RESIGNATION OF DIRECTORS. The Purchaser shall have received
     letters of resignation from each of the directors of any Group Company in
     office immediately prior to the Closing, which resignations in each case
     shall be effective as of the Closing. Such letters to acknowledge that such
     directors have no claims of whatsoever nature against any Group Company.

          (m) BANKS/ACCOUNTING AFFAIRS. The Purchaser shall have received: (i)
     access to all the cheque books of any Group Company, (ii) access to all the
     Group Companies books, (iii) original lease agreements and deeds of all
     leased assets of any Group Company, (iv) certificates as to balances of all
     bank accounts of each Group Company immediately prior to Closing, (v)
     certificate from all the banks in which any Group Company's accounts are
     handled, certifying and acknowledging the amendment in such Group Company's
     signature rights.

          (n) FORMATEST. The Company and Formatest AG shall have entered into a
     written amendment of the Manufacturing and Delivery Agreement between them
     dated December 10, 2004, in which amendment Formatest undertakes to make a
     twenty percent (20%) to thirty percent (30%) reduction in cost effective
     not more than six (6) months after the date of such amendment, in form and
     substance to the satisfaction of the Purchaser.


                                     - 43 -
<PAGE>


          (o) FAST TV SERVER. The Selling Shareholders shall procure that the
     Company and FAST TV Server shall have entered into an agreement, in the
     form attached at Exhibit I, amending the terms of the existing agreement
     between the Company and FAST TV Server dated 4 April 2002.

                                    SECTION 7

                           ESCROW AND INDEMNIFICATION

     7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All covenants to be
performed prior to the Closing, and all representations and warranties in the
Transaction Documents or in any instrument delivered pursuant to the Transaction
Documents shall survive the consummation of the Closing and continue until the
end of the Escrow Period (as defined in Section 7.4) (the "ESCROW TERMINATION
DATE"); PROVIDED that if any claims have been asserted with respect to any such
representations and warranties prior to the Escrow Termination Date, the
representations and warranties on which any such claims are based shall continue
in effect until final resolution of any claims, and PROVIDED, FURTHER, that (a)
the representations and warranties of the Selling Shareholders in Sections 3.3
(Capital Structure), 3.11 (Tax), 3.14 (Intellectual Property), and 3.32
(Acknowledgment) shall survive until the first anniversary of the date on which
the statutes of limitations for all claims which third parties or Governmental
Entities may make, and for all investigations and proceedings which Governmental
Entities may initiate, against any Group Company or the Purchaser in connection
with the respective representation and warranty expire, and (b) the
representation and warranty of the Selling Shareholders in Section 3.21(l) shall
survive until the second anniversary of the Closing Date. All covenants to be
performed after the date of this Agreement shall continue indefinitely.

     7.2 ESCROW FUNDS. The Escrow Funds shall be deposited at the Closing with
the Escrow Agent. Such deposit shall constitute the Escrow and shall be governed
by the terms set forth herein and in the Escrow Agreement (which shall include,
without limitation, that the fees and expenses of the Escrow Agent are to be
borne equally by the Purchaser and by the Selling Shareholders). In the event
that any Damages (as defined in Section 7.3(a) below) arise, the applicable
portion of the Escrow shall be available to compensate the Purchaser pursuant to
the indemnification obligations of the Selling Shareholders pursuant to Section
7.3 and in accordance with the Escrow Agreement.

     7.3 INDEMNIFICATION.

          (a) SELLING SHAREHOLDER INDEMNIFICATION OBLIGATIONS. Subject to the
     limitations set forth in this Section 7 and as set forth in the Escrow
     Agreement, from and after the Closing Date the Selling Shareholders,
     severally (and jointly solely to the extent of the Escrow and any set-offs
     against the Earn Out 1 and Earn Out 2), shall protect, defend, indemnify
     and hold harmless the Purchaser from and against any and all losses, costs
     (including costs of investigation), amounts paid or payable, damages,
     injuries, decline in value, liabilities, settlements, judgments, awards,
     fines, penalties, Taxes, fees (including without limitation attorneys'
     fees) and expenses of any nature, regardless of whether or not such damages
     relate to any third-party claim (collectively, the "DAMAGES"), that the
     Purchaser incurs by reason of or in connection with (i) any inaccuracy in
     or breach of any representation or warranty of any Selling Shareholder in
     the Transaction Documents, (ii) any claim, demand, action or cause of
     action alleging misrepresentation, breach of, or default in connection
     with, any of the representations, warranties, covenants or agreements of
     any Selling Shareholder contained in the Transaction Documents, including
     any exhibits or schedules attached hereto, and the Escrow Agreement; (iii)
     the material non fulfillment of any covenant, undertaking, agreement or
     other obligation of any Selling Shareholder under the Transaction Documents
     or any material failure of any Selling Shareholder to perform any of its
     obligations under the Transaction Documents; or (iv) any claims (in excess
     of provision therefore in the Financial Statements) brought by directors,
     officers, employees, representatives, agents, or consultants of any Group
     Company who were or who are terminated by any Group Company prior to or as
     of the Closing (not including, for the avoidance of doubt, any officers or
     employees who continue as officers or employees of any Group Company after
     the Closing).


                                     - 44 -
<PAGE>


          (b) PURCHASER INDEMNIFICATION OBLIGATIONS. Subject to the limitations
     set forth in this Section 7, from and after the Closing Date the Purchaser
     shall protect, defend, indemnify and hold harmless the Selling Shareholders
     (each Selling Shareholder is hereinafter referred to individually as a
     "SHAREHOLDER INDEMNIFIED PERSON" and collectively as the "SELLING
     SHAREHOLDER INDEMNIFIED PERSONS") from and against any and all Damages,
     that any of the Selling Shareholder Indemnified Persons incurs by reason of
     or in connection with any claim, demand, action or cause of action alleging
     misrepresentation, breach of, or default in connection with, any of the
     representations, warranties, covenants or agreements of the Purchaser
     contained in this Agreement and the Escrow Agreement, including any
     exhibits or schedules attached hereto, which becomes known to the Selling
     Shareholders. The party seeking indemnification under this Section 7
     (whether the Purchaser or a Selling Shareholder Indemnified Person) is
     referred to in this Section 7 as an "INDEMNIFIED PERSON" and the party from
     whom such indemnification is sought is referred to in this Section 7 as an
     "INDEMNIFYING PERSON". Notwithstanding the foregoing, the aggregate
     liability of the Purchaser pursuant to this Agreement shall be limited to
     the Purchase Price.

          (c) LIMITATIONS. The maximum aggregate liability of the Selling
     Shareholders for any breach of a representation, warranty or covenant of
     any Selling Shareholder shall be limited to ten million U.S. dollars
     ($10,000,000) (and the Selling Shareholders acknowledge that such liability
     is NOT limited to the Escrow Funds); PROVIDED, HOWEVER, that maximum
     liability of the Selling Shareholders shall be limited to the Purchase
     Price, as adjusted (and the Selling Shareholders acknowledge that such
     liability is NOT limited to the Escrow Funds) with respect to: (A)
     liability of any Selling Shareholder for any breach of a representation,
     warranty or covenant pursuant to Section 8.2 if the Acquisition does not
     close, (B) liability of any Selling Shareholder in connection with any
     breach by such Selling Shareholder of a representation or warranty of such
     Selling Shareholder pursuant to Section 3.3, 3.4, 3.5, 3.6, 3.11, 3.14, or
     3.32, or (C) liability of any Selling Shareholder or any officer or
     director of any Group Company for any material misrepresentation by any
     Selling Shareholder constituting fraud, or (D) liability of any Selling
     Shareholder for breach of such Selling Shareholder's obligations set forth
     in Section 1.1. Nothing contained in this Section 7 is intended to limit
     the application of Section 8.2 in the event this Agreement is terminated
     pursuant to Section 8.1.


                                     - 45 -
<PAGE>


          (d) DAMAGE THRESHOLD. Notwithstanding the foregoing, any Indemnifying
     Person shall have no liability under this Section 7 and the Indemnified
     Person may not receive any payment for Damages unless and until a written
     notice or notices for an aggregate amount of Damages in excess of fifty
     thousand U.S. dollars ($50,000) has been delivered to the Escrow Agent;
     PROVIDED, HOWEVER, that after a written notice or notices for an aggregate
     of fifty thousand U.S. dollars ($50,000) in Damages has been delivered, the
     Purchaser shall be entitled to receive payment equal in value to the full
     amount of Damages identified in such written notice or notices without
     deduction.

          (e) The Selling Shareholders hereby waive any right of recourse or
     other claim in connection with the Transaction Documents which they may
     have against any Group Company or any of their directors, officers,
     employees, representatives, agents or consultants, it being expressly
     stated, for the sake of clarity, however that this Section 7.3(f) shall not
     apply to rights and obligations (including rights of recourse) which a
     Selling Shareholder may have against another Selling Shareholder in his
     capacity as a Selling Shareholder only and not as director, officer,
     employee, representative, agent or consultant of any of the Group
     Companies. Notwithstanding the foregoing, the Selling Shareholders hereby
     waive any right of recourse or other claim in connection with the
     Transaction Documents which they may have against Mr. Beat Meier in excess
     of the amount of the Purchase Price actually received by him

     7.3A REDUCTION OF PURCHASE PRICE. The Selling Shareholders acknowledge and
agree that a substantial part of the goodwill of the Company paid by the
Purchaser as part of the Purchase Price is dependent upon Mr. Beat Meier's
continued employment with the Company on the terms and conditions of the Meier
Employment Agreement, but that it may be difficult to assess the damage caused
to the Purchaser and the Company by a breach of the representation and warranty
of Section 3.21(l) above in absolute figures. Therefore, the Parties agree that
Section 7.3 above shall not apply to a breach of that representation and
warranty, but that instead in case of breach of that representation and warranty
the Purchase Price shall be reduced as follows (such reduction, or
indemnification therefore, to be applied pro rata among the Selling
Shareholders):

          (i) If such breach is occurring on or before the date which is one
     year following the Closing, by one million U.S. dollars ($1,000,000),

          (ii) If such breach is occurring after the date which is one year
     following the Closing but on or before the date which is two years
     following the Closing, by five hundred thousand U.S. dollars ($500,000),

          regardless of the occurrence of actual damages.


                                     - 46 -
<PAGE>


     7.4 ESCROW PERIOD. Subject to the following requirements, the Escrow Fund
shall terminate at 5:00 p.m. Swiss Time, on the date eighteen (18) months after
the Closing Date (the period from the Closing Date to the date eighteen (18)
months after the Closing Date referred to as the "ESCROW PERIOD"); PROVIDED,
HOWEVER, that on the date which is twelve (12) months after the Closing Date
(the "Early Release Date") one-half of the Escrow Fund shall be released to the
Selling Shareholders; PROVIDED FURTHER, HOWEVER, that following the Escrow
Period the amount of five hundred thousand U.S. dollars ($500,000) shall be
retained in the Escrow Fund until the date which is twenty-four (24) months and
one (1) day after the Closing Date (the "Additional Release Date"), solely for
the purpose of securing the obligations described in Sections 3.21(l) and 7.3A
of this Agreement; PROVIDED FURTHER, HOWEVER, that all or part of the Escrow
Funds which, in the reasonable judgment of the Purchaser, are necessary to
satisfy any unsatisfied claims specified in any written notice theretofore
delivered to the Escrow Agent and the Selling Shareholders prior to termination
of the Escrow Period with respect to Damages claimed or litigation threatened or
pending prior to expiration of the Escrow Period, or prior to the Early Release
Date with respect to Damages claimed or litigation threatened or pending prior
to the Early Release Date, shall remain in the Escrow Fund until such issues
have been finally resolved. As soon as all such claims have been resolved, the
Escrow Agent shall deliver by wire transfer to the Selling Shareholders Bank
Account all Escrow Funds and other property remaining in escrow and not required
to satisfy such claims. During the Escrow Period (or, with respect to Sections
3.21(l) and 7.3A of this Agreement, at any time prior to the Additional Release
Date), the Purchaser may submit to the Escrow Agent (with a copy to the
Shareholders Representative) a written instruction to release all or any portion
of the Escrow Funds to the Purchaser to cover indemnifiable Damages. If the
Shareholders Representative does not deliver to the Escrow Agent (with a copy to
the Purchaser) a written objection to such instruction within thirty (30)
calendar days of delivery of the Purchaser's written instruction, then the
Escrow Agent shall release funds in accordance with the Purchaser's written
instruction. If the Shareholders Representative delivers such a timely written
objection, then Section 7.6 shall apply.


     7.5 METHOD OF ASSERTING CLAIMS. An Indemnified Person under this Agreement
shall, with respect to claims asserted against such party by any third party,
give written notice to each Indemnifying Person of any liability which might
give rise to a claim for indemnity under this Agreement promptly (and in any
event within sixty (60) days) upon the receipt of any written claim from any
such third party, and with respect to other matters for which the Indemnified
Person may seek indemnification, give prompt written notice to each Indemnifying
Person of any liability or loss which might give rise to a claim for indemnity;
provided, however, that any failure to give such notice on a timely basis will
not waive any rights of the Indemnified Person except to the extent the rights
of the Indemnifying Person are materially prejudiced. As to any claim, action,
suit or proceeding by a third party, the Indemnifying Person may assume the
defense of such matter, including the employment of counsel and the payment of
all expenses relating thereto. The Indemnifying Person shall give written notice
to each Indemnified Person of its assumption of the defense of any action, suit
or proceeding within fifteen (15) days of receipt of notice from the Indemnified
Person with respect to such matter. The Indemnified Person shall have the right
to employ its or their own counsel in any such matter, but the reasonable fees
and expenses of such counsel shall be the responsibility of such Indemnified
Person unless (i) the Indemnifying Person has not reasonably promptly employed
counsel satisfactory to such Indemnified Person, or (ii) the Indemnified Person
has reasonably concluded that the conduct of such proceedings by the
Indemnifying Person and counsel of its choosing will prejudice the rights of the
Indemnified Person. The Indemnified Person shall provide such cooperation and
such access to its books, records and properties as the Indemnifying Person
shall reasonably request with respect to such matter; and the parties hereto
agree to cooperate with each other in order to ensure the proper and adequate
defense thereof. An Indemnified Person shall not make any settlement of any
claim without the written consent of the Indemnifying Person, which consent
shall not be unreasonably withheld. Without limiting the generality of the
foregoing, it shall not be deemed unreasonable to withhold consent to a
settlement involving consideration or relief other than the payment of money.
After settlement and payment thereof, the Indemnifying Person shall have no
right to dispute or object to the amount of the settlement or a claim for
indemnification based thereon. With regard to claims of third parties for which
indemnification is payable hereunder, such indemnification shall be paid by the
Indemnifying Person upon the earlier to occur of: (i) the entry of a judgment
against the Indemnified Person and the expiration of any applicable appeal
period, or if earlier, five days prior to the date that the judgment creditor
has the right to execute the judgment; (ii) the entry of an unappealable
judgment or final appellate decision against the Indemnified Person; (iii) the
date required in any agreement for the settlement of the claim; or (iv) with
respect to indemnities for liabilities relating to Tax, upon the issuance of any
resolution by a taxation authority. Notwithstanding the foregoing, provided that
there is no dispute as to the applicability of indemnification, expenses of
counsel to the Indemnified Person shall be reimbursed on a current basis by the
Indemnifying Person if such expenses are a liability of the Indemnifying Person.


                                     - 47 -
<PAGE>


     7.6 RESOLUTION OF CONFLICTS.

          (a) In the event that the Indemnifying Party shall object in writing
     to any claim or claims made in any written notice within thirty (30)
     calendar days after delivery of such written notice, the parties shall
     attempt in good faith to agree upon the rights of the respective parties
     with respect to each of such claims.

          (b) If no such agreement can be reached after good faith negotiation,
     either party shall be entitled to file a claim with the competent court,
     and the rules set forth in Section 9.7 below shall apply. Notwithstanding
     anything in this Section 7.6(b) to the contrary, in such case the Escrow
     Agent shall not take any action with respect to the Escrow Fund except in
     accordance with a decision of such competent court or in accordance with a
     written instruction signed jointly by the Purchaser and the Shareholder
     Representative, and the Escrow Agent shall be entitled and obliged to act
     in accordance with any decision of the competent court and make or withhold
     payments from the Escrow Funds in accordance therewith.

     7.7 SHAREHOLDER REPRESENTATIVE.

          (a) Effective as of the date hereof, and without further act of any
     Selling Shareholder, Andreas Arpagaus is hereby appointed as agent and
     attorney-in-fact (or its successor appointed pursuant to this Section 7.7,
     the "Shareholder Representative") for each Selling Shareholder, for and on
     behalf of such Selling Shareholder: (i) to give and receive notices and
     communications; notices or communications to or from the Shareholder
     Representative shall constitute notice to or from each of the Selling
     Shareholders; (ii) to seek indemnification from the Purchaser pursuant to
     the provisions of this Agreement, to defend indemnification claims by
     Purchaser, to agree to, negotiate, enter into settlements and compromises
     of, and demand arbitration and comply with orders of courts and awards of
     arbitrators with respect to indemnification or any other claims relating to
     this Agreement; and (iii) to take all actions necessary or appropriate in
     the judgment of the Shareholder Representative for the accomplishment of
     the foregoing.


                                     - 48 -
<PAGE>


          (b) A decision, act, consent or instruction of the Shareholder
     Representative shall constitute a decision of all the Selling Shareholders
     and shall be final, binding and conclusive upon each of such Selling
     Shareholders only with regard to the Shareholder Representative's
     performance of his powers granted under 7.7(a), and the Purchaser and the
     Company may rely upon any such decision, act, consent or instruction of the
     Shareholder Representative as being the decision, act, consent or
     instruction of every such Selling Shareholder. Each of Purchaser and the
     Company is hereby relieved from any liability to any person for any acts
     done by it in accordance with such decision, act, consent or instruction of
     the Shareholder Representative.

          (c) The Shareholder Representative may be removed by the Selling
     Shareholders representing a majority in interest of the Selling
     Shareholders (based on the proportions set forth in Exhibit A) (the
     "Required Sellers") upon not less than ten (10) calendar days' prior
     written notice to the other parties hereto, which notice shall be
     accompanied with an instrument executed by a substitute agent, which must
     be a Selling Shareholder, accepting the position of a Shareholder
     Representative. In the event of a dissolution of the Shareholder
     Representative or any other vacancy in its position, the Required Sellers
     may appoint a substitute agent upon not less than ten (10) calendar days'
     prior written notice to the other parties hereto, which notice shall be
     accompanied with an instrument executed by a substitute agent, which must
     be a Selling Shareholder, accepting the position of a Shareholder
     Representative. After the end of such prior notice period, the successor
     Shareholder Representative shall, without further acts, be vested with all
     the rights, powers, and duties of the predecessor Shareholder
     Representative as if originally named as Shareholder Representative. If the
     position of Shareholder Representative shall be vacant for more than thirty
     (30) calendar days, Purchaser may file a petition to the court of competent
     jurisdiction set forth in Section 9.7 to appoint a successor to such
     position.

                                    SECTION 8

                                   TERMINATION

     8.1 TERMINATION. Notwithstanding anything herein to the contrary, this
Agreement may be terminated and the transactions contemplated hereby abandoned
at any time prior to the Closing Date:

          (a) By mutual written consent of the Purchaser and the Selling
     Shareholders;

          (b) By the Purchaser, if any of the conditions set forth in Sections
     6.1 and 6.3 shall have become reasonably incapable of fulfillment prior to
     January 15, 2006, through no fault of the Purchaser, and such condition(s)
     shall not have been waived in writing by the Purchaser;

          (c) By the Selling Shareholders, if any of the conditions set forth in
     Sections 6.1 and 6.2 shall have become reasonably incapable of fulfillment
     prior to January 15, 2006, through no fault of the Selling Shareholders,
     and such condition(s) shall not have been waived in writing by the Selling
     Shareholders;


                                     - 49 -
<PAGE>


          (d) By the Purchaser if any representation or warranty of the Selling
     Shareholders shall be untrue, incomplete or incorrect, or any covenant or
     agreement of the Selling Shareholders set forth in this Agreement shall be
     breached, in either case such that the conditions in Section 6.3(a) would
     not be satisfied; PROVIDED, HOWEVER, that if such breach or such failure to
     be true, complete or correct is curable by the Selling Shareholders through
     the exercise of its reasonable efforts prior to the Closing and the Selling
     Shareholders continue to exercise such reasonable efforts during such
     period, the Purchaser may not terminate this Agreement under this Section
     8.1(d); or

          (e) By the Selling Shareholders if any representation or warranty of
     the Purchaser shall be untrue, incomplete or incorrect, or any covenant or
     agreement of the Purchaser set forth in this Agreement shall be breached,
     in either case such that the conditions in Section 6.2(a) would not be
     satisfied; PROVIDED, HOWEVER, that if such breach or such failure to be
     true, complete or correct is curable by the Purchaser through the exercise
     of its reasonable efforts prior to the Closing and the Purchaser continues
     to exercise such reasonable efforts during such period, the Selling
     Shareholders may not terminate this Agreement under this Section 8.1(e).

          (f) by either party, if the Closing does not occur by January 15,
     2006; PROVIDED, HOWEVER, that the right to terminate this Agreement under
     this Section 8.1(f) shall not be available to any party whose action or
     failure to act has been a principal cause of or resulted in the failure to
     close on or before such date and such action or failure to act constitutes
     a breach of this Agreement.

     8.2. SURVIVAL. If this Agreement is terminated prior to Closing and the
transactions contemplated hereby are not consummated as described above, this
Agreement shall become void and of no further force and effect, except for the
provisions of this Section 8.2 (survival); Section 8.1 (termination); Section
5.1 (expenses); Section 5.5 (confidentiality); and Section 9 (miscellaneous
provisions).

                                    SECTION 9

                                  MISCELLANEOUS

     9.1 NOTICES. Any notice required or permitted by this Agreement shall be in
writing in English, and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, if
such notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below, or as subsequently modified by written
notice,

          (a) if to Purchaser, to:

                 Nice Systems, Ltd.
                 8 Hapnina Street
                 Ra'anana 43107
                 Israel
                 Attention:     Doron Eidelman
                                Corporate Executive Vice President
                                President of Nice Vision
                 Facsimile No.: +972-9-775-2385


                                     - 50 -
<PAGE>

                 with a copy to:

                 Nice Systems,
                 Ltd.
                 8 Hapnina Street
                 Ra'anana 43107
                 Israel
                 Attention:     Yechiam Cohen
                                Corporate Vice President
                                General Counsel & Corporate Secretary
                                Legal Department
                 Facsimile No.: +972-9-743-7446

          (b) if to the Selling Shareholders, to the addresses set forth in
     Exhibit A,

                 with a copy to:

                 Urs Lichtsteiner Rechtsanwalt
                 Baarerstrasse 10
                 Zug 6304
                 Switzerland
                 Attention:  Urs Lichtsteiner
                 Facsimile No.: +41-41-726-90-05

     9.2 INTERPRETATION. When a reference is made in this Agreement to Exhibits,
such reference shall be to an Exhibit to this Agreement unless otherwise
indicated. The words "INCLUDE," "INCLUDES" and "INCLUDING" when used herein
shall be deemed in each case to be followed by the words "WITHOUT LIMITATION."
The phrases "THE DATE OF THIS AGREEMENT", "THE DATE HEREOF," and terms of
similar import, unless the context otherwise requires, shall be deemed to refer
to the latest date listed on the signature page of this Agreement. The word
"Person" or "person" means any individual, partnership, limited liability
company, joint venture, corporation, trust, unincorporated organization or other
entity, as well as any governmental agency or department thereof. The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. This Agreement is drawn up in the English language; if this Agreement
is translated into any language other than English, the English language text
shall prevail.

     9.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.


                                     - 51 -
<PAGE>


     9.4 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; ASSIGNABILITY. This
Agreement (including the documents and the instruments referred to herein) (a)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, (b) are not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder; and (c) shall not be
assigned by operation of law or otherwise except with the written agreement of
the parties.

     9.5 SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith, in order to maintain the economic position enjoyed by
each party as close as possible to that under the provision rendered
unenforceable. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (a) such provision shall be
excluded from this Agreement, (b) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (c) the balance of the
Agreement shall be enforceable in accordance with its terms.

     9.6 REMEDIES CUMULATIVE. Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.

     9.7 GOVERNING LAW; JURISDICTION. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of Switzerland, without giving effect to principles of conflicts of law. Any
dispute, controversy or claim arising out of or in relation to this contract,
including the validity, invalidity, breach or termination thereof, shall be
settled by arbitration in accordance with the Swiss Rules of International
Arbitration of the Swiss Chambers of Commerce in force on the date when the
Notice of Arbitration is submitted in accordance with these Rules. The seat of
the arbitration shall be in Zurich, the arbitral proceedings shall be conducted
in English.

     9.8 RULES OF CONSTRUCTION. The parties hereto agree that they have been
represented by counsel during the negotiation, preparation and execution of this
Agreement and, therefore, waive the application of any law, regulation, holding
or rule of construction providing that ambiguities in an agreement or other
document will be construed against the party drafting such agreement or
document.

     9.9 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or
waived only with the written consent of the Purchaser and the Selling
Shareholders, or their respective successors and assigns. Any amendment or
waiver effected in accordance with this Section 9.9 shall be binding upon all
parties and their respective successors and assigns.


                                     - 52 -
<PAGE>


     9.10 SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
Notwithstanding anything to the contrary contained in Section 9.2, it is
accordingly agreed that the parties shall be entitled to injunctive relief to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of any state having jurisdiction, this being in
addition to any other remedy to which they are entitled at law or in equity.

     9.11 STAMP DUTY. All stamp duties and stamp taxes related to any of the
Transaction Documents or any document executed in connection with this Agreement
shall be borne and paid by the Selling Shareholders.

                             Signature Pages Follow


                                     - 53 -
<PAGE>


         [SIGNATURE TO SHARE PURCHASE AGREEMENT DATED NOVEMBER 17, 2005]

     The parties have duly executed this Share Purchase Agreement as of the date
last written below.


PURCHASER:


NICE SYSTEMS LTD.

By: /s/ Haim Shani  /s/ Ran Oz
------------------------------
Date:  17.11.2005   17.11.2005
Name:  Haim Shani   Ran Oz
Title: CEO          CFO





                                     - 54 -
<PAGE>


         [SIGNATURE TO SHARE PURCHASE AGREEMENT DATED NOVEMBER 17, 2005]

     The parties have duly executed this Share Purchase Agreement as of the date
last written below.

SELLING SHAREHOLDERS:

/s/ Andreas Arpagaus
------------------------------
ANDREAS ARPAGAUS

Date: 17.11.2005


/s/ Beat Meier
------------------------------
BEAT MEIER

Date: 17.11.2005


CORNERSTONECAPITAL AG

By: /s/ CORNERSTONECAPITAL AG
------------------------------
Date: 17.11.2005

Name:  ________________________

Title: ________________________


                                     - 55 -
<PAGE>


         [SIGNATURE TO SHARE PURCHASE AGREEMENT DATED NOVEMBER 17, 2005]

     The parties have duly executed this Share Purchase Agreement as of the date
last written below.

     IDP INVESTMENTS GMBH

     By: /s/ M.P. Stebles
     -------------------------
         (signature)

     Date: 17.11.2005
     -------------------------

     Name:   M.P. Stebles
     -------------------------

     Title:  Managing Director
     -------------------------


     /s/ Matthias Zahn
     -------------------------
     MATTHIAS ZAHN (signature)

     Date:  17.11.2005
     -------------------------

     /s/ Andreas Malzahn
     -------------------------
     ANDREAS MALZAHN (signature)

     Date:  17.11.2005
     -------------------------

     /s/ Carsten Neufing
     -------------------------
     CARSTEN NEUFING (signature)

     Date:  17.11.2005
     -------------------------

     /s/ Benedikt Schwartz
     -------------------------
     BENEDIKT SCHWARTZ (signature)

     Date:  17.11.2005
     -------------------------


                                     - 56 -
<PAGE>


        [SIGNATURE TO SHARE PURCHASE AGREEMENT DATED NOVEMBER 17, 2005]

     The parties have duly executed this Share Purchase Agreement as of the date
last written below.

     /s/ Thomas Schweiger
     ----------------------------
     THOMAS SCHWEIGER (signature)

     Date:  17.11.2005
     ----------------------------


     TRADE INTERNATIONAL CO. ESTABLISHMENT

     By:     /s/ TRADE INTERNATIONAL CO. ESTABLISHMENT
             -----------------------------------------
             (signature)

     Date:   ______________________________

     Name:   ______________________________

     Title:  ______________________________




                                     - 57 -