Exhibit 10.28


AMENDMENT TO SHARE PURCHASE AND CALL OPTION AGREEMENT


Between


Mr. Yves Guillemain d’Echon


Mr. Jean-Christophe Bodin


Mrs. Catherine Guillemain
d’Echon


Mr. Florent Guillemain d’Echon


Mr. Alban Guillemain d’Echon


Mr. Tristan Guillemain d’Echon


Mr. Jean Guillemain d’Echon


Mrs. Katia Bodin


Miss. Fabienne Gairin


Miss. Isabelle Viroulet


Miss. Aurélie Blanchard


Mr. Didier Pinget


Mr. Eric Tourraud


Mr. Philippe
Maréchal


(The
Purchasers and Grantors)


and


Conceptus Inc.


(The
Seller and Beneficiary)


February 27, 2007


















TABLE
OF CONTENTS


	
  1

  	
   

  	
  DEFINITIONS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  EXERCISE OF CALL OPTION

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  DEFINITION OF OPTION PERIODS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  CONDITIONS PRECEDENT

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  CONFIRMATION OF THE CALL OPTION

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  INDEMNITY AND ESCROW

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  PRICE ADJUSTMENT

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  TRANSFER — OWNERSHIP

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  GENERAL

  	
   

  	
  8

  



 



 1
 









AMENDMENT
TO SHARE PURCHASE AND CALL OPTION AGREEMENT


This amendment (“Amendment”) to the Share Purchase and Call Option Agreement
dated January 17, 2004 is entered into on February 27, 2007 (“Amendment Effective Date”),


BETWEEN:


1.                                               Conceptus
Inc., a company organized under the laws of the State of Delaware, the
registered office of which is at 331 E. Evelyn Street, Mountain View,
California, United States of America, represented by Mark Siezckarek in his
capacity of President and Chief Executive Officer, duly authorized for the
purpose hereof,


(hereinafter
referred to as the “Seller” or the
“Beneficiary”),


AND:


2.                                               Mr.
Yves Guillemain d’Echon, born on July 30, 1956, at Nevers, France, French
citizen, living at 3, rue Jacques Lemercier 78000 Versailles, married under the
communauté réduite aux acquêts
regime,


3.                                               Mr.
Jean-Christophe Bodin, born on February 25, 1957, at Neuilly sur Seine, French
citizen, living at 3, rue Charles Gounod 94440 Santeny, married under the séparation des biens regime,


(the parties 2 and 3 are acting jointly and severally
and hereinafter referred to as the “Managers”),


4.                                               Mrs.
Catherine Guillemain d’Echon, née Johanet, born on June 22, 1958, at Donzy, French
citizen, living at 3, rue Jacques Lemercier 78000 Versailles, married under the
communauté réduite aux acquêts
regime,


5.                                               Mr.
Florent Guillemain d’Echon, born on February 28, 1982, at Lyon, France, French
citizen, living at 3, rue Jacques Lemercier 78000 Versailles, single,


6.                                               Mr.
Alban Guillemain d’Echon, born on August 5, 1983, at Lyon, France, French
citizen, living at 3, rue Jacques Lemercier 78000 Versailles, single,


7.                                               Mr.
Tristan Guillemain d’Echon, born on August 15, 1985, at Cosnes-Cours sur Loire,
France, French citizen, living at 3, rue Jacques Lemercier 78000 Versailles,
single,


8.                                               Mr.
Jean Guillemain d’Echon, born on September 10, 1981, at Clermont Ferrand,
France, French citizen, living at 36 avenue de Villeneuve l’Etang, Maison
Principal-rez de jardin 78000 Versailles, single,


9.                                               Mrs.
Katia Bodin, née Agostini, born on August 30, 1966, at Metz, France, French
citizen, living at 3, rue Charles Gounod 94440 Santeny, married under the séparation des biens regime,


10.                                        Miss.
Fabienne Gairin, born on September 20, 1957, at Lorient, France, French
citizen, living atLe clos de la chaine, 9, rue Charjes d’Orléans 78570 Plaisir,
divorced,



 2
 









11.                                        Miss.
Isabelle Viroulet, born on July 7, 1973, at Saint Ouen, France, French citizen,
living at 3, Cité de l’Alma, 75007 Paris, single,


12.                                        Miss.
Aurélie Blanchard, born on July 4, 1982, at Agen, France, French citizen,
living at7, rue Auguste Renoir, 78390 Bois d’Arcy, single,


13.                                        Mr.
Didier Pinget, born on November 28, 1961, at Sainte Foy le Lyon, French citizen,
living at 9 Boulevard des Brotteaux 69006 Lyon, married under the séparation des biens regime,


14.                                        Mr.
Eric Tourraud, born on June 5, 1954, at Paris, France, French citizen, living
at12, rue des Troubadours, 66350 Toulouges, divorced,


15.                                           Mr. Philippe
Maréchal, born on April 24, 1962, at Juvisy, French citizen, living at 12,
avenue de Verdun 78170 La Celle Saint Cloud, married under the séparation des biens regime,


(the parties 4 to
15 are acting jointly and severally and are hereinafter referred to as the “Managers Partners”),


The Managers and Managers
Partners acting jointly and severally and are hereinafter referred to
collectively as the “Purchasers”
or the “Grantors,” and


16.                                        Conceptus
SAS, a company organized under the laws of France, the registered office of
which is at 7/9 rue du Maréchal Foch, registered at the Versailles register
under the number 440 204 964, represented by Mr. Yves Guillemain d’Echon in his
capacity of Président, duly
authorized.


(hereinafter
referred to as the “Company”),


The Seller/Beneficiary,
the Purchasers/Grantors, and the Company are hereinafter referred to
individually as a “Party” and
collectively as the “Parties.”


RECITALS:


(A)                                        The Parties
have entered into a Share Purchase and Call Option Agreement dated January 17,
2004 (“Agreement”) pursuant to which the
Purchasers acquired 100% of the shares in the Company from the Beneficiary and
the Beneficiary sold such shares to the Purchasers.


(B)                                        The Agreement
grants the Beneficiary an option to purchase the issued and outstanding shares
of the Company during specified periods for the purchase price specified in the
Agreement.


(C)                                        The Parties
desire to amend the Agreement such that, subject to the terms and conditions of
this Amendment, the Beneficiary shall be obligated to exercise the option to
purchase the issued and outstanding shares in the Company on or before January
2, 2009 or in connection with a Change in Control.


(D)                                        The Parties are
entering into an amendment of even date herewith to the Distribution Agreement
dated January 17, 2004 between the Beneficiary and the Company (“Distribution Agreement Amendment”) pursuant to which the
price paid by Company for



 3
 









products provided by the Beneficiary and the minimum
purchase requirements under the Distribution Agreement after the Amendment
Effective Date shall be adjusted.


NOW,
THEREFORE, the Parties agree as follows:


1                             DEFINITIONS


All terms with initial capital letters that are not
defined immediately below or elsewhere in this Amendment shall have the
meanings given them in the Agreement. 
For the purpose of this Amendment:




	
  Change in

  Control

  	
   

  	
  means a transaction pursuant to which an entity
  becomes the beneficial

  owner of securities of the Beneficiary representing 50.1% or more of the

  total voting power represented by the Beneficiary’s then outstanding

  voting securities.

  
	
  Distribution

  Agreement

  	
   

  	
  means the Distribution Agreement attached as
  Schedule 4.1 to the

  Agreement, as amended by the Distribution Agreement Amendment,

  and as further amended from time to time after the date hereof.

  






 


Any reference to the term “change of control” (without any capital
letters) contained in the Agreement is hereby replaced by the terms “Change in
Control.”


2                             EXERCISE OF
CALL OPTION


The Beneficiary agrees, subject to the satisfaction of
the conditions precedent set out in Section 4.1 below, to exercise the Call
Option in accordance with the Agreement by providing a Notice of Interest to
Grantors’ and Managers’ Agent on or before the earlier of (i) January 2, 2009
and (ii) 120 days after the closing date of a Change in Control, but only if
such closing date occurs on or after January 1, 2008.  The Beneficiary further agrees that it will
not exercise the Call Option in accordance with the Agreement at any time prior
to January 1, 2008.  The Beneficiary will
use good faith efforts to notify the Grantors’ and Managers’ Agent of its
intent to exercise the Call Option 60 days prior to the date it intends to
provide the Notice of Interest.


3                             DEFINITION
OF OPTION PERIODS


3.1                       Section
7.1.1(2) of the Agreement is hereby deleted in its entirety and replaced with
the following:


“Starting as from the earlier of (i) the date the Audited Financial
Statements for the Fiscal Year 2006 are notified by the Grantors’ and Managers’
Agent to the Beneficiary and (ii) July 31, 2007, and continuing until the
beginning of Option Period 2 (“Option Period 1”);”


3.2                       Section
7.1.1(3) of the Agreement is hereby deleted in its entirety and replaced with
the following:


“Starting as from the earlier of (i) the date the Audited Financial
Statements for the Fiscal Year 2007 are notified by the Grantors’ and Managers’
Agent to the Beneficiary and (ii) July 31, 2008, and continuing until the
beginning of Option Period 3 (“Option Period 2”);”



 4
 









4                             CONDITIONS
PRECEDENT


4.1                       The obligation of the
Beneficiary to exercise the Call Option as set out in Section 2 above and
acquire the Option Shares is subject to the satisfaction of all of the
following conditions precedent at all times between the date of the Notice of
Interest and the Transfer of the Option Shares Date:


4.1.1                        there is no event,
circumstance, condition, fact, effect, or other matter (including any matters
listed on the Disclosure Schedule) that would, alone or in combination with
other matters, cause any of the representations and warranties set forth in
Section 7.5 of the Agreement to be inaccurate or untrue;


4.1.2                        neither the Grantors nor the
Company is in breach of the Agreement or the Distribution Agreement;


4.1.3                        the aggregate of (i) the
Company’s liabilities and (ii) the profits made by the Company during the
period beginning on January 1, 2007 and ending on the Transfer of the Option
Shares Date, as determined in accordance with the Accounting Principles, (said
aggregate amount being referred to as the “Company’s
Adjusted Liabilities”) do not exceed the Company’s assets as
determined in accordance with the Accounting Principles, and the Company’s
Adjusted Liabilities would not exceed the Company’s assets as determined in
accordance with the Accounting Principles immediately after the Transfer of the
Option Shares Date;


4.1.4                        the Company shall have
purchased from the Beneficiary (i) at least 17,500 units of Conceptus Products
(meaning Essure kits containing two products) in calendar year 2007 and (ii) at
least 5,685 units of Conceptus Products in each full calendar quarter that has
elapsed in 2008 prior to the Transfer of the Option Shares Date (provided that
if a full calendar quarter has not elapsed in 2008 at the time of the Notice of
Interest, the condition precedent described in clause (ii) shall not apply);


4.1.5                        the
reimbursement rate for the Essure procedure established by the French
government is, together with the
applicable value-added tax, equal to or greater than €628.90;


4.1.6                        no event, circumstance, condition, fact, effect, or other matter
exists that, alone or in combination with other matters, Materially Adversely
Affects one or all of the Companies or that has or is reasonably likely to have
a material adverse effect on the business, assets, condition (financial or
otherwise), prospects, results or operations of the Beneficiary;


4.1.7                        the distribution agreements
provided by the Company to the Beneficiary as of the Amendment Effective Date (“Distributor Agreements”) are: (i) complete
and accurate copies of all of the Company’s agreements pursuant to which
Conceptus Products are sold or distributed on behalf of the Company as of the
Amendment Effective Date; and (ii) in effect as of the Transfer of the Options
Shares Date with prices for Conceptus Products and minimum purchase
requirements equal to or greater than those contained in the Distributor
Agreements as of the Amendment Effective Date;


4.1.8                        except as approved by the
Beneficiary in writing: (i) all distribution, reseller or similar agreements
with respect to the sale or distribution of Conceptus Products entered into
after the Amendment Effective Date (A) contain terms substantially similar to
the Company’s form of distributor agreement provided by the Company to the
Beneficiary prior to the Amendment Effective Date, (B) do not have terms that
extend beyond 2014, (C) specify that the price paid by the distributor for
Conceptus Products is equal to or greater than €350, and (C) have minimum annual purchase requirements consistent with
the minimum purchase requirements in other Company distributor agreements
entered into in the



 5
 









Ordinary Course of Business; and (ii) all sales of Conceptus Products by Company pursuant
to the Distributor Agreements, the agreements described in clause (i) above, or
otherwise have been in the Ordinary Course of Business;


4.1.9                        the Company has been and is in
compliance with all Laws;


4.1.10                  since the Amendment Effective Date,
there has been no change in Law that Materially Adversely Affects the
distribution or sale of Conceptus Products in any country in the Territory,
including the provision of Conceptus Products to the Company by the
Beneficiary;


4.1.11                  the Company has not granted or agreed
to grant: (i) any compensation or other benefit that would become due at any
time as a result of the Transfer of the Option Shares; or (ii) since the
Amendment Effective Date, increases in compensation payable to Company
employees that would cause the aggregate compensation of Company employees to
increase by more than 10% on an annual basis from the aggregate compensation
amount of €792,311 measured from
the time of the Amendment Effective Date;


4.1.12                  the Grantors and the Beneficiary have
executed the Escrow Agreement (as defined in Section 6 below) prior to the
Transfer of the Option Shares Date; and


4.1.13                  Mr. Yves Guillemain d’Echon and Mr.
Jean-Christophe Bodin are the Managers and are actively involved in the
operation of the Company.


5                             CONFIRMATION
OF THE CALL OPTION


5.1                       Section 7.1.4 of the Agreement
is hereby deleted in its entirety and replaced with the following:


“Within thirty
(30) days of the end of the Due Diligence Period, and provided (i) the
Beneficiary has received the Disclosure Schedule and the Due Diligence
Disclosure, (ii) all of the conditions precedent set forth in Section 4.1 of
the Amendment have been satisfied at all times between the date of the Notice
of Interest and the Transfer of the Option Shares Date, and (iii) the Grantors
or Company are not in breach the Agreement or the Distribution Agreement, the
Beneficiary will confirm the exercise of the Call Option by written notice by
the Beneficiary to the Grantors’ and Managers’ Agent (the “Confirmation of the Call Option”).  Absent any such confirmation for the reasons
specified in clauses (i) through (iii) above, the Beneficiary shall be deemed
not to have exercised the Call Option and will be under no obligation to
purchase the Option Shares (unless it exercises the Call Option again in
accordance with Article 7.1.1 et seq.). 
In addition, if the Beneficiary does not exercise the Call Option for
the reasons specified in clauses (i) through (iii) above, or if at any time the
Grantors or Company breach the Agreement or the Distribution Agreement, the
Amendment and all rights and obligations thereunder shall automatically
terminate.”


6                             INDEMNITY
AND ESCROW


6.1                       In Section 8 of the Agreement
(excluding subsections 1 through 4 of Section 8.1), the term “Managers” is
hereby deleted and replaced in each instance with the term “Grantors.”


6.2                       Section 8.1(4) of the Agreement
is hereby deleted in its entirety and replaced with the following:


“any Taxes
reassessment incurred by the Companies based on any facts or events having
arisen on or prior to the Transfer of the Option Shares, regardless of whether
such facts or events were disclosed on the Disclosure Schedule or in the Due
Diligence Disclosure, but excluding any such reassessment resulting from the
adjustment of the purchase price for Conceptus Products specified in the
Distribution Agreement Amendment;”



 6
 









6.3                       A new Section 8.7 is added to
the Agreement which reads as follows:


Promptly after
the Transfer of the Option Shares Date the Beneficiary shall deposit 11% of the
Option Purchase Price (in lieu of payment of such amount to the Grantors) with
an escrow agent located in the United States (provided that the agent is an
office of a French bank located in the United States) selected by the
Beneficiary and reasonably acceptable to the Managers (the “Escrow Agent”), such deposit, together with
any interest that may be earned thereon, shall constitute the escrow funds (the
“Escrow Funds”).  The Escrow Funds shall be held by the Escrow
Agent and be available until the first anniversary of the Transfer of the
Option Shares Date (the “Escrow Period”)
to compensate the Indemnified Parties for indemnifiable Losses arising from Claims
submitted by the Beneficiary pursuant to this Article 8.  During the period between the Notice of
Interest and the Transfer of the Option Shares Date, the Beneficiary and the
Grantors shall enter into and agreement with the Escrow Agent (the “Escrow Agreement”) containing terms that
address: (i) procedures for the release of Escrow Funds to the Indemnified
Parties in response to Claims, including a provision, consistent with Section
8.3, that the Escrow Agent shall pay any Losses specified in a Claim in the
absence of a written objection by the Managers within 30 days after their
receipt of the applicable Claim Notice; (ii) the handling and investment of the
Escrow Funds during the Escrow Period; (iii) the disbursement of the remaining
Escrow Funds to the Grantors at the end of the Escrow Period (subject to any
pending Claims); and (iv) other reasonable and customary terms for such escrow
agreements.  During the Escrow Period,
the Beneficiary shall notify the Escrow Agent and the Managers simultaneously
of any Claim. For clarity, the procedures specified in this Section 8.7 and the
amount of the Escrow Funds do not constitute the Beneficiary’s exclusive remedy
with respect to Claims or other liabilities arising from or related to this
Agreement, and, subject to the limitations set forth in Section 8.2, the
Beneficiary may seek all other remedies available at law or equity with respect
to Claims or such other liabilities.


7                             PRICE
ADJUSTMENT


7.1                       As an additional consideration
for the Option Shares, the Beneficiary agrees to pay the Grantors, subject to
the terms and conditions of this Article 8, an amount (the “Earn Out”) which shall be equal to:


7.1.1                        the profits made by the Company
during the period beginning on January 1, 2007 and ending on the Transfer of
the Option Shares Date (the “Interim Period”),
which profits shall be calculated in conformity with article L. 232-12 of the
French Commercial Code, taking into account, in the Ordinary Course of
Business, (i) allowances for the necessary depreciation and provisions (constitution des amortissements et provisions) and (ii)
amounts to be allocated to the statutory reserves (réserves
légales) or to any other reserve set forth by the by-laws of the
Company (réserves statutaires), provided however
that the existing retained profits (report à nouveau
bénéficiaire) or loss carry-forward (pertes
antérieures) shall not be taken into account for the purposes of
calculating the Earn Out.


7.1.2                        less any dividends distributed
by the Company after January 1, 2007, other than the distribution to be made in
2007 and pertaining to the profits for fiscal year 2006.


7.2                       For the avoidance of doubt, the
Earn Out will not include any profits made before January 1, 2007 and in the
event the Company would have made no profits during the Interim Period, then
the amount of the Earn Out shall be equal to zero and no Earn Out shall be
paid.


7.3                       In order to be able to calculate
the Earn Out, the Grantors will draw up the balance sheet (bilan) of the Company as of the closing of
the Interim Period and the profit and loss accounts for the Interim Period
(together the “Interim Financial Statements”),
as soon as possible after the end of the Interim Period. The Grantors shall
provide a draft of the Interim Financial Statements to the Beneficiary together
with the proposed amount of the Earn Out calculated as set forth above.



 7
 









The Beneficiary shall notify the Grantors within thirty (30) days of
receipt of the draft Interim Financial Statements whether or not it agrees on
the draft Interim Financial Statements prepared by the Grantors and on the
calculation of the Earn Out made by the Grantors.  If the Beneficiary notifies the Grantors its
disagreement on the draft Interim Financial Statements and/or on the
calculation of the Earn Out (the “Notice of
Non-Acceptance”), then the Earn Out shall be calculated by the
Expert as set out in Schedule A.


7.4                       Within ten (10) days after final
determination of the Interim Finance Statements and final calculation of the
Earn Out, either by mutual consent of the Beneficiary and the Grantors or by
the Expert, the Earn Out will be paid to the Grantors by check or bank
transfer. The Earn Out shall be paid to the Grantors prorata the number of
Option Shares sold by each of them.


8                             TRANSFER—OWNERSHIP


8.1                       In the seventh paragraph of
Article 7.3 of the Agreement, the clause “Notwithstanding Article 7.2.2 here
above” is deleted in its entirety and replaced by “Notwithstanding Article
7.2.3 here above.”


9                             GENERAL


9.1                       This Amendment shall be
effective upon the Amendment Effective Date, whereupon the Agreement shall be,
and hereby is, amended as set forth herein; provided that this Amendment shall
not be effective, and the Parties shall have no obligations under this Amendment,
unless and until the Distribution Agreement Amendment is executed by the
Company and the Beneficiary.


9.2                       On and after the Amendment
Effective Date, each reference in the Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import shall mean and be a reference to the
Agreement as amended hereby.


9.3                       Except as expressly amended by
this Amendment, the Agreement shall remain in full force and effect.


9.4                       This Amendment may be executed
in one or more counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute a single instrument.


[The next
page is the signature page.]



 8















IN WITNESS WHEREOF,
the Parties have caused this Amendment to be signed by a person duly authorized
as of the Amendment Effective Date.


	
  /s/ Yves Guillemain D’Echon

  	
   

  	
  /s/ Mark Siezckarek 

  
	
  Mr. Yves GUILLEMAIN D’ECHON

  	
   

  	
  CONCEPTUS Inc.

  
	
   

  	
   

  	
  By: Mr. Mark SIEZCKAREK 

  
	
  Pursuant to Article 1415 of the French Civil

  Code, the undersigned Mrs Catherine

  Guillemain d’Echo hereby expressly accepts

  all the undertakings made by Mr. Yves

  Guillemain d’Echon pursuant to this

  Agreement.

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  /s/ Catherine Guillemain D’Echon

  	
   

  	
   

  
	
  Mrs Catherine GUILLEMAIN D’ECHON

  	
   

  	
   

  



 


	
  /s/ Jean-Christophe Bodin

  	
   

  	
  /s/ Yves Guillemain D’Echon

  
	
  Mr. Jean-Christophe BODIN

  	
   

  	
  CONCEPTUS SAS

  
	
   

  	
   

  	
  By: Mr. Yves GUILLEMAIN D’ECHON

  
	
   

  	
   

  	
  Title: President

  



 


	
  /s/ Catherine Guillemain D’Echon

  	
   

  	
  /s/ Florent Guillemain D’Echon

  
	
  Mrs Catherine GUILLEMAIN D’ECHON

  	
   

  	
  Mr. Florent GUILLEMAIN D’ECHON

  



 


	
  /s/ Alban Guillemain D’Echon

  	
   

  	
  /s/ Tristan Guillemain D’Echon

  
	
  Mr. Alban GUILLEMAIN D’ECHON

  	
   

  	
  Mr. Tristan GUILLEMAIN D’ECHON

  



 


	
  /s/ Jean Guillemain D’Echon

  	
   

  	
  /s/ Katia Bodin

  
	
  Mr. Jean GUILLEMAIN D’ECHON

  	
   

  	
  Mrs. Katia BODIN

  



 


	
  /s/ Fabienne Gairin

  	
   

  	
  /s/ Isabelle Viroulet

  
	
  Miss. Fabienne GAIRIN

  	
   

  	
  Miss Isabelle VIROULET

  



 


	
  /s/ Aurélie Blanchard

  	
   

  	
  /s/ Didier Pinget

  
	
  Miss Aurélie Blanchard

  	
   

  	
  Mr. Didier PINGET

  



 


	
  /s/ Eric Tourraud

  	
   

  	
  /s/ Philippe Marechal

  
	
  Mr. Eric TOURRAUD

  	
   

  	
  Mr. Philippe MARECHAL

  



 



 9
 









Schedule
A


1.                           Should
the Beneficiary disagree with the draft Interim Financial Statements prepared
by the Grantors, then the Beneficiary and the Grantors shall discuss in good
faith the objections of the Beneficiary on those items of the draft Interim
Financial Statements and/or the calculation of the Earn Out on which they
disagree (the “Disputed Items”) and shall use
their reasonable endeavors to reach an agreement on such Disputed Items, within
ten (10) days of the Notice of Non-Acceptance (or any other date as the
Beneficiary and the Grantors may agree in writing).


2.                           If
the Grantors and the Beneficiary do not reach an agreement on the draft Interim
Financial Statements and/or on the calculation of the Earn Out within the
period referred to in paragraph 1 above, then the Disputed Items (and only
those) shall be referred, on the application of either the Beneficiary or the
Grantors, for determination to an expert chosen by the Beneficiary and the
Grantors (said expert or any successor thereof, the “Expert”).  Failing an agreement among the Beneficiary
and the Grantors on such designation within twenty (20)  days of the
Notice of Non Acceptance, any of them may request the President of the
Commercial Court of Paris ruling under summary proceedings (statuant en référé) to appoint an independent firm of
internationally recognized chartered accountants, each of the Beneficiary and
the Grantors having the opportunity to be heard.  If the initial Expert (or any of its
successor(s) appointed in accordance with the procedure set out hereafter) refuses,
or is unable to carry out its mission hereunder then its successor shall be
appointed as set forth in this paragraph 2.


3.                           Following
appointment of the Expert, the Beneficiary and the Grantors shall each promptly
(and in any event within such time frame as reasonably enables the Expert to
make its decision in accordance with the period set forth in paragraph 5 below
prepare and deliver to the Expert a written statement on the Disputed Items
(together with the relevant documents including the Draft Interim Financial
Statements and the calculation of the Earn Out).  The Beneficiary and the Grantors agree to
promptly provide each other and where applicable, the Expert, with all
information in their respective possession or control relating to the operations
of the Company, including access at all reasonable times to all employees,
books, records and files, and other relevant information and all co-operation
and assistance, as may be reasonably required to enable the production of and
the review of the draft Interim Financial Statements.


4.                           The
mission of the Expert shall be limited to the review and resolution of the
Disputed Items based solely upon the elements presented by the Parties and not
by independent review. The Expert shall act as pursuant to the provisions of
Clause 1592 of the French Civil Code and its decision shall be final and
binding on the Parties (absent any gross mistake) and shall not be subject to
any recourse before a court or arbitration tribunal except as necessary to
enforce such decision.


5.                           The
Expert shall make its decision after due hearings of the Beneficiary and the
Grantors. The Expert shall be requested to give its decision within thirty (30)
days of acceptance by the Expert of its appointment hereunder.


6.                           The
decision of the Expert shall be founded and the Expert shall provide the
Beneficiary and the Grantors with a final version of the Interim Financial
Statements, together with a calculation of the amount of the Earn Out, and
shall specify in reasonable details what adjustments, if any, have been made to
the draft Interim Financial Statements and the calculation of the Earn Out in
respect of the Disputed Items.


7.                           The
fees and expenses of the Expert shall be borne equally between the Beneficiary,
on the one hand, and the Grantors, on the other hand.



 10