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                                                                    EXHIBIT 4.27

                                                                  EXECUTION COPY

                              INVESTMENT AGREEMENT

                                    STEPMIND

AMONG THE UNDERSIGNED:

-  MR. ANDRE JOLIVET,

   a French national, born on July 4, 1962, in Quimper, France, residing at 47
   rue Henri Tariel, 92130 Issy les Moulineaux, France,

-  MR. ALAIN JOLIVET,

   a French national, born on April 14, 1949, in Plogastel Saint-Germain,
   France, residing at 1 rue du General Gouraud, 92190 Meudon, France,

                        (hereinafter collectively referred to as the "FOUNDERS")

-  REMOTE REWARD SAS,

   a French societe par actions simplifiee with a share capital of EUR
   90,481,410, with its registered office at 4 ter rue de l'Ouest, 92100
   Boulogne, registered in the Commercial Registry under the number 433458304
   RCS Nanterre, represented by Mr. Andre Jolivet, in his capacity as
   President,

                                                  (hereinafter "REMOTE REWARD"),

   AND

-  AGF INNOVATION 3, AGF INNOVATION 4, AGF INNOVATION 5, fonds communs de
   placement dans l'innovation,

   each represented by its managing company, AGF PRIVATE EQUITY, a French
   societe par actions a directoire et conseil de surveillance with a share
   capital of Euros 1,000,000, with its registered office at 11, rue Scribe, BP
   293, 75425 Paris Cedex 09, registered in the Commercial Registry under the
   number 414 735 175 RCS Paris, duly empowered to so represent each such
   entity, itself represented by Mr. Guillaume Lautour, duly empowered for the
   purpose hereof,

                                                         (hereinafter "AGF PE"),

-  MIGHTY WEALTH GROUP LIMITED,

   an international business company incorporated in the British Virgin Islands,
   with a share capital of USD 50,000, with its registered office at Palm Grove
   House, P.O. Box 438, Road Town, Tortola, BVI, registered under the number
   565041, represented by Mr. Tony Cheung, in his capacity as Director,

                                                           (hereinafter "MWGL"),

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-  NAM TAI ELECTRONICS INC.

   a company incorporated in the British Virgin Islands, under registration
   number 3805, with its registered office at McW. Todman & Co., McNamara
   Chambers, P.O. Box 3342, Road Town, Tortola, British Virgin Islands,
   represented by Mr. Joseph Li, in his capacity as chief executive officer,

                                                        (hereinafter "NAM TAI"),

   (AGF PE, MWGL and Nam Tai are hereinafter collectively referred to as the
                                 "INVESTORS" and individually as an "INVESTOR"),


   (The Founders, Remote Reward and the Investors being hereinafter collectively
                    referred to as the "PARTIES" and individually as a "PARTY").

RECITALS:

1.       STEPMIND is a French societe anonyme, with a registered capital of
         Euros 34,709,907.90, having its registered office at 4 ter, rue de
         l'Ouest, 92100 Boulogne, registered with the Registry of Commerce and
         Companies under number 432 237 949 RCS Nanterre (hereinafter the
         "COMPANY"). The Company was incorporated on June 19, 2000.

2.       The Company is engaged primarily in the business of the design and
         development of baseband integrated circuits, radio frequency integrated
         circuits (transceivers), as well as system and protocol stacks that
         address Wide Area Networks (GSM/GPRS/EDGE) and Wireless Local Area
         networks (802.11a, 802.11b, 802.11g, hiperlan 2) standards.

3.       On the date hereof, the Company's share capital consists of 6,463,670
         shares, all of the same category, with a par value of Euros 5.37 each.

         Following the authorization by the Company's extraordinary
         shareholders' meeting dated June 19, 2002, the Board of Directors of
         the Company granted on June 19, 2002, November 26, 2002 and June 18,
         2003, respectively, 915,471, 76,060 and 32,140 employee warrants (Bons
         de Souscription de Parts de Createur d'Entreprise) (the "EMPLOYEE
         WARRANTS"), 1,012,683 of which remain validly granted as of the date
         hereof.

         Set forth in EXHIBIT A is the allocation of the capital of the Company
         on a Fully Diluted basis (i) as of the date hereof and (ii) immediately
         prior to the completion of the First Capital Increase (as defined
         below).

4.       The Board of Directors of the Company called on October 22, 2003 a
         general meeting, to be held on November 12, 2003, to decide on (i) a
         reduction in the share capital of a total amount of Euros 9,943,063.561
         by reduction of the par value of the shares from Euros 5.37 to Euros
         3.8317 (to offset past losses of the Company) and on (ii) a reduction
         in the share capital of a total amount of Euros 24,702,207.64 by
         reduction of the par value of the shares from Euros 3.8317 to Euro 0.01
         by allocation of such amount to a special "premium" account.

                                        2
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5.       Subject to the terms and conditions set forth in this Agreement and its
         Exhibits (the "AGREEMENT"), the Investors desire to participate in a
         total investment in the Company in two installments for an aggregate
         maximum amount of fifteen million one thousand six hundred eighty two
         Euros and fifty eight cents (EUR 15,001,682.58) in consideration for
         the subscription by the Investors for 3,858,678 ABSA Shares (as defined
         below) (the "INVESTMENT").

6.       The Parties have executed on the date hereof a shareholders' agreement
         (the "SHAREHOLDERS' AGREEMENT") and Andre Jolivet, Remote Reward and
         the Investors have executed on the date hereof a representations and
         warranties agreement with respect to the Company's activity, assets and
         liabilities (the "REPRESENTATIONS AND WARRANTIES AGREEMENT"); the
         Shareholders' Agreement and the Representations and Warranties
         Agreement shall enter into force on the Closing Date (as defined
         below).

7.       The purpose of this Agreement is to set forth the details and terms of
         the Investment, the conditions therefor, and the mutual covenants of
         the Parties with respect thereto.

NOW, THEREFORE, THE PARTIES HERETO AGREE:

ARTICLE 1 - DEFINITIONS

"ABSA SHARES":                      has the meaning ascribed thereto in Section
                                    2.1, and shall include reference to the ABSA
                                    Shares 1, the ABSA Shares 2 and/or the ABSA
                                    Shares 3, as the context requires.

"ABSA SHARES 1":                    has the meaning ascribed thereto in Section
                                    2.3.

"ABSA SHARES 2":                    has the meaning ascribed thereto in Section
                                    2.4.

"ABSA SHARES 3":                    has the meaning ascribed thereto in Section
                                    3.4.

"AGF PE":                           has the meaning ascribed thereto in the
                                    Preamble.

"AGREEMENT":                        has the meaning ascribed thereto in the
                                    recitals.

"BSPCE":                            has the meaning ascribed thereto in Section
                                    7.1.

"CLASS A SHAREHOLDERS":             means the holders of Class A Shares.

"CLASS A SHARES":                   means (i) the 6,463,670 existing ordinary
                                    shares of the Company and (ii) all the
                                    ordinary shares to be subscribed for by
                                    exercise of the Employee Warrants.

"CLASS B SHAREHOLDERS":             means the holders of Class B Shares.

"CLASS B SHARES":                   means (i) the new preferred shares to be
                                    issued in connection with the First and
                                    Second Capital Increases and (ii) the new

                                        3
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                                    preferred shares to be issued upon exercise
                                    of the Warrants, in each case having the
                                    rights and privileges described in the
                                    Shareholder Resolutions, as summarized in
                                    Section 2.2.2 below.

"CLOSING DATE":                     means the date on which the First Closing
                                    occurs.

"COMPANY":                          has the meaning ascribed thereto in the
                                    recitals of this Agreement.

"CONTRACTUAL
UNDERTAKING":                       has the meaning ascribed thereto in Article
                                    4.

"EMPLOYEE WARRANTS":                has the meaning ascribed to it in the
                                    recitals of this Agreement.

"ESCROW AGENT":                     has the meaning ascribed thereto in Section
                                    2.2.

"ESCROW AGREEMENT":                 has the meaning ascribed to it in Section
                                    2.2.

"EXTRAORDINARY
SHAREHOLDERS MEETING":              means the Extraordinary Shareholders Meeting
                                    of the Company contemplated by Section 3.1.

"FIRST CAPITAL INCREASE":           has the meaning ascribed thereto in Section
                                    2.1.

"FIRST CLOSING":                    has the meaning ascribed thereto in Section
                                    2.3.

"FOUNDERS":                         has the meaning ascribed thereto in the
                                    Preamble.

"FULLY DILUTED":                    refers to the capital of the Company, on an
                                    as-if-converted basis, i.e., assuming that
                                    all Securities giving right to a portion of
                                    the capital and/or voting rights of the
                                    Company have been exercised, except the
                                    Warrants or Warrants 2004.

"INVESTMENT":                       has the meaning ascribed thereto in the
                                    recitals of this Agreement.

"INVESTORS":                        has the meaning ascribed thereto in the
                                    Preamble.

"LIQUIDATION
PREFERENCE":                        has the meaning ascribed thereto in Section
                                    3.2.

"NET PROCEEDS OF
LIQUIDATION":                       has the meaning ascribed thereto in Section
                                    3.2.

"NOTICE":                           has the meaning ascribed thereto in Article
                                    13.

"OBJECTION PERIOD":                 means the twenty-day period following the
                                    filing of the minutes of the extraordinary
                                    shareholders meeting to be held on November
                                    12, 2003, referred to in paragraph 4 of the
                                    recitals

                                        4
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                                    and in Section 3(a), during which the
                                    creditors of the Company may challenge the
                                    second reduction in the share capital of the
                                    Company described Section 3(a).

"PARTIES":                          has the meaning ascribed thereto in the
                                    Preamble.

"PER SHARE VALUE":                  has the meaning ascribed thereto in Section
                                    3.3.

"REMOTE REWARD":                    has the meaning ascribed thereto in the
                                    Preamble.

"REPRESENTATIONS AND
WARRANTIES AGREEMENT":              has the meaning ascribed to it in the
                                    recitals of this Agreement.

"SECOND CAPITAL INCREASE":          has the meaning ascribed thereto in Section
                                    2.1.

"SECOND CLOSING DATE":              means, alternatively, (i) the date on which
                                    the ABSA Shares 2 shall be subscribed for
                                    and fully paid by the Investors, or (ii) the
                                    date on which the Warrants 2004 shall be
                                    exercised and the ABSA Shares 3 shall be
                                    subscribed for and fully paid by the
                                    Investors.

"SECURITY":                         any security or right, which at any time
                                    reflects a portion of the capital of the
                                    Company or which gives a right, immediately
                                    or in the future, by way of conversion,
                                    exchange, reimbursement or exercise of a
                                    coupon or in any other manner whatsoever, to
                                    the attribution, exchange or subscription to
                                    a security representing a portion of the
                                    capital or voting rights of the Company.

"SHAREHOLDER
RESOLUTIONS":                       has the meaning ascribed to it in Section
                                    3.1 of this Agreement.

"SHAREHOLDERS
AGREEMENT":                         has the meaning ascribed to it in the
                                    recitals of this Agreement.

"SHARES":                           means the outstanding shares of the Company
                                    as at the date hereof.

"TRANSACTION
DOCUMENTS":                         means this Agreement, the Shareholders'
                                    Agreement and the Representations and
                                    Warranties Agreement

"TRIGGERING
TRANSACTION":                       has the meaning ascribed thereto in Section
                                    3.3 of this Agreement.

"VALUATION CRITERIA":               has the meaning ascribed thereto in Section
                                    3.3.

"WARRANTS":                         has the meaning ascribed to it in Section
                                    2.3.

"WARRANTS 2004":                    has the meaning ascribed to it in Section
                                    2.3.

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ARTICLE 2 - TERMS AND CONDITIONS OF THE INVESTMENT

2.1      DESCRIPTION OF THE INVESTMENT

         On the terms and subject to the conditions of this Agreement, the
         Investors shall subscribe for an aggregate of 3,858,678 actions a bons
         de souscription d'actions ("ABSA SHARES").

         The Investment shall consist in two successive capital increases of the
         Company:

         -  as described more fully in Section 2.3, and subject to the
            satisfaction of the conditions set forth in Article 4, a first
            increase in the Company's share capital in a total amount, issuance
            premium included, of seven million four hundred eighty eight
            thousand six hundred ninety three Euros and sixty cents (EUR
            7,488,693.60) (the "FIRST CAPITAL INCREASE"), which will be
            completed on January 2, 2004; and

         -  as described more fully in Section 2.4, a second increase in the
            Company's share capital in a total amount, issuance premium
            included, of seven million five hundred twelve thousand nine hundred
            eighty eight Euros and ninety eight cents (EUR 7,512,988.98) (the
            "SECOND CAPITAL INCREASE"), which will be completed on or before
            March 15, 2004. The Second Capital Increase will be (i) if any of
            the conditions set forth in Article 8 does not exist on February 23,
            2004, pursuant to subscription by the Investors for the ABSA Shares
            2, or (ii) if all of the conditions set forth in Article 8 exist on
            February 23, 2004, by exercise of the Warrants 4 and subscription by
            the Investors for the ABSA Shares 3.

         The proceeds of the Investment shall be used to fund the capital
         requirements of the Business Plan of the Company attached as EXHIBIT G
         hereto, as such Business Plan may be duly modified after the Closing by
         the Board of Directors of the Company, to fund the capital requirements
         of future Business Plans to be duly approved by the Board of Directors
         of the Company and generally to meet the cash requirements of the
         Company in the ordinary course.

         Set forth on EXHIBIT B is the allocation of the Company's share
         capital, on a Fully Diluted basis, (i) immediately following the
         consummation of the First Capital Increase and (ii) immediately
         following the consummation of the Second Capital Increase.

2.2      PAYMENTS IN ESCROW

         Each Investor undertakes to pay into escrow, on or before December 19,
         2003 (or, if later, within two (2) business days after satisfaction of
         the conditions set forth in Sections 4(a) and (b)), its total maximum
         share of the Investment, pursuant to the terms of an escrow agreement
         (the "ESCROW AGREEMENT") to be executed among the Investors, the
         Company and HSBC, as the escrow agent thereunder (the "ESCROW AGENT"),
         such escrow agreement to be agreed upon between the Investors, the
         Company and the Escrow Agent. The amount to be so paid into escrow by
         each Investor is as follows:

                                        6
<PAGE>

         -  AGF Innovation 3: Euros 3,000,337;22,

         -  AGF Innovation 4: Euros 2,500,281

         -  AGF Innovation 5: Euros 1,000,112.40;

         -  MWGL: Euros EUR 4,250,475.98; and

         -  Nam Tai: Euros 4,250,475.98.

         The Escrow Agreement shall instruct the Escrow Agent as follows:

         -  within two (2) business days after the date on which the Escrow
            Agent shall have received subscription forms from all of the
            Investors for the number of ABSA Shares 1 set forth opposite their
            names in Section 2.3, but not earlier than January 2, 2004, the
            Escrow Agent shall transfer to the Company's account opened for the
            purposes of the First Capital Increase the amounts held in escrow
            corresponding to the amount of the First Capital Increase and to the
            Company's regular account any interest earned thereon;

         -  if the Escrow Agent has not received the subscription forms of all
            of the Investors on or before January 15, 2004, then the Escrow
            Agent shall transfer to each Investor its pro rata portion of the
            First Capital Increase and of the Second Capital Increase, together
            with the interest earned thereon (unless otherwise instructed by
            each Investor with respect to its portion thereof).

         The amounts held in escrow and corresponding to the amount of the
         Second Capital Increase shall be released by the Escrow Agent in
         accordance with Article 8 below.

2.3      THE FIRST CAPITAL INCREASE

         The First Capital Increase shall consist of 2,858,280 ABSA Shares (the
         "ABSA SHARES 1") per value of Euro 0.01, which shall be issued for a
         global subscription price of Euros 7,488,693.60, resulting in a global
         premium of Euros 7,460,110,80. The price per ABSA Share 1 shall be
         Euros 2.62, i.e. with a premium of Euros 2.61 per ABSA Share 1.

         Subject to the satisfaction of the conditions set forth in Article 4,
         each Investor agrees severally, and not jointly, to so subscribe for
         the number of ABSA Shares 1 for the subscription price set forth
         opposite such Investor's name below:

         -  AGF Innovation 3: 571,656 ABSA Shares 1 for a price of Euros
            1,497,738.72, AGF Innovation 4: 476,380 ABSA Shares 1 for a price of
            Euros 1,248,115.60 and AGF Innovation 5: 190,552 ABSA Shares 1, for
            a price of Euros 499,246.24;

         -  MWGL: 809,846 ABSA Shares 1, for a total subscription price of Euros
            2,121,796.52;

         -  Nam Tai: 809,846 ABSA Shares 1, for a total subscription price of
            Euros 2,121,796.52.

                                        7
<PAGE>

         Each ABSA Share 1 shall consist of one Class B Share, with attached
         thereto:

         -  one anti-dilution warrant as described under Article 3.3 below (the
            "WARRANTS");

         -  and one additional warrant as described under Article 3.4 below (the
            "WARRANTS 2004").

         No Investor shall be bound to subscribe to its part of the ABSA Shares
         1 as mentioned above in case of breach by any other Investor of its
         obligation to subscribe, as provided in Section 11.3 below.

         The closing of the subscription for the ABSA Shares 1 by the Investors
         (the "FIRST CLOSING") is subject to the satisfaction or waiver by the
         Investors of the conditions set forth in Article 4 below and shall
         occur on the later of (i) January 2, 2004 and (ii) the third business
         day following satisfaction, or waiver by the Investors, of the
         conditions set forth in Article 4 below. If the Closing has not
         occurred on or before January 15, 2004, then, as provided in Article 11
         below, any Investor may terminate this agreement as to such Investor.

2.4      THE SECOND CAPITAL INCREASE

         The Second Capital Increase shall consist of 1,000,398 ABSA Shares (the
         "ABSA SHARES 2") par value of 0.01 Euro, which shall be issued for a
         global subscription price of Euros 7,512,988.98, resulting in a global
         premium of Euros 7,502,985.00. The price per ABSA Share 2 shall be
         Euros 7.51, i.e. with a premium of Euros 7.50 per ABSA Share 2.

         If any of the conditions set forth in Article 8 does not exist as
         determined pursuant to the procedure set forth in Article 8, each
         Investor agrees severally, and not jointly, to subscribe for the number
         of ABSA Shares 2 set forth opposite such Investor's name:

         -  AGF Innovation 3: 200,080 ABSA Shares 2 for a price of Euros
            1,502,600.80, AGF Innovation 4: 166,733 ABSA Shares 2 for a price of
            Euros 1,252,164.83 and AGF Innovation 5: 66,693 ABSA Shares 2 for a
            price of Euros 500,864.43;

         -  MWGL: 283,446 ABSA Shares 2, for a total subscription price of Euros
            2,128,679.46;

         -  Nam Tai: 283,446 ABSA Shares 2, for a total subscription price of
            Euros 2,128,679.46.

         Each ABSA Share 2 shall consist of one Class B Share with one Warrant
         attached thereto.

         No Investor shall be bound to subscribe to its portion of the ABSA
         Shares 2 as mentioned above in case of breach by any other Investor of
         its obligation to subscribe, as provided in Section 11.3 below.

                                        8
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ARTICLE 3 - CORPORATE ACTION

3.1      RESOLUTIONS

         Remote Reward and the Founders undertake to cause the Company to
         convene an Extraordinary Shareholders Meeting to be held on or prior to
         December 15, 2003 to approve the resolutions attached hereto as EXHIBIT
         C (the "SHAREHOLDERS RESOLUTIONS"), providing for the First Capital
         Increase and the Second Capital Increase, the creation of the Class B
         Shares, the Warrants and the Warrants 2004 comprising the ABSA Shares
         1, the creation of the Class B Shares and the Warrants comprising the
         ABSA Shares 2, the waiver by the shareholders of the Company to their
         preferential rights to subscribe for the ABSA Shares 1 and for the ABSA
         Shares 2 and the Class B Shares to be issued upon exercise of the
         Warrants and the Warrants 2004 and the other matters set forth therein
         relating to the Investment and the terms and conditions thereof.

         The Founders shall inform the Investors as to the scheduled date of the
         Extraordinary Shareholders Meeting. At the Extraordinary Shareholders
         Meeting, the Founders and Remote Reward undertake to vote to approve
         the Shareholders Resolutions; provided, however, that such contractual
         obligation to vote in favor of the Resolutions shall not apply to the
         resolution therein concerning increase of the share capital of the
         Company to the benefit of employees of the Company.

3.2.     RIGHTS AND PRIVILEGES ATTACHED TO CLASS B SHARES

         As set forth in the Shareholders Resolutions, two categories of shares
         of the Company shall be created by the Extraordinary Shareholders
         Meeting, with the rights and privileges as more fully set forth
         therein, which are summarized as follows:

         All existing shares of the Company shall be converted into Class A
         Shares, and shares to be subscribed for upon exercise of the Employee
         Warrants shall be Class A Shares.

         The Class B Shares shall entitle their holders to receive a liquidation
         preference in case of winding-up of the Company (the "LIQUIDATION
         PREFERENCE"), pursuant to which any net proceeds of liquidation, after
         paying up all liabilities of the Company (except for the unpaid portion
         of any Shareholder Loans (as such term is defined in the Shareholders'
         Agreement)) and after reimbursement to all shareholders, regardless of
         their share category, of the nominal value of their shares (the "NET
         PROCEEDS OF LIQUIDATION"), shall be used to reimburse the Class B
         Shareholders in priority as set forth below, with the balance of the
         Net Proceeds of Liquidation to be distributed to Class A Shareholders
         pro-rata based on their respective shareholding interests; provided,
         however, that there shall be no Liquidation Preference if the Net
         Proceeds of Liquidation are greater than (i) twenty-nine million nine
         hundred sixty-six thousand and six hundred and seventy Euros (EUR
         29,966,670) (if the ABSA Shares 2 are subscribed for by the Investors)
         or (ii) fourteen million nine hundred eighty-three thousand and three
         hundred and thirty-five Euros (EUR 14,983,335) (if the ABSA Shares 2
         are not subscribed for by the Investors).

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         3.2.1    If the ABSA Shares 2 are subscribed for by the Investors, then
the amount of the Liquidation Preference shall be calculated as follows:

         (a)      if Net Proceeds of Liquidation are less than ten million Euros
                  (EUR 10,000,000):

                  -        then the Liquidation Preference payable to all Class
                           B Shareholders shall be an amount Y, calculated in
                           Euros:

                           Y = X * 0.8

                                where X equals the Net Proceeds of Liquidation

                           and

                  -        the Liquidation Preference payable to each Class B
                           Shareholder shall be equal to an amount Z, calculated
                           in Euros:

                           Z = (Y ) * (N/NB)

                           where N equals the number of Class B Shares held by
                           such Class B Shareholder and NB equals the total
                           number of Class B Shares issued.

         (b)      if the Net Proceeds of Liquidation are at least ten million
                  Euros (EUR 10,000,000), but less than twenty million Euros
                  (EUR 20,000,000):

                  -        then the Liquidation Preference payable to all Class
                           B Shareholders shall be an amount Y, calculated in
                           Euros as follows:

                           Y = (EUR 6,000,000) + (X * 0.2)

                                where X equals the Net Proceeds of Liquidation:

                           and

                  -        the Liquidation Preference payable to each Class B
                           Shareholder shall be equal to an amount Z, calculated
                           in Euros :

                           Z = (Y ) * (N/NB)

                                where N equals the number of Class B Shares
                           held by such Class B Shareholder and NB equals the
                           total number of Class B Shares issued.

         (c)      if the Net Proceeds of Liquidation is at least twenty million
                  Euros (EUR 20,000,000), but less than twenty-nine million nine
                  hundred sixty-six thousand and six hundred and seventy Euros
                  (EUR 29,966,670):

                  -        then the Liquidation Preference payable to all Class
                           B Shareholders shall be equal to EUR 10,000,000; and

                  -        the Liquidation Preference payable to each Class B
                           Shareholder shall be equal to an amount Z, calculated
                           in Euros :

                                       10
<PAGE>

                           Z = (EUR 10,000,000) * (N/NB)

                                    where N equals the number of Class B Shares
                           held by such Class B Shareholder and NB equals the
                           total number of Class B Shares issued.

         3.2.2    If the ABSA Shares 2 are not subscribed for by the Investors,
         then the amount of the Liquidation Preference shall be calculated as
         follows:

         (a)      if Net Proceeds of Liquidation are less than five million
                  Euros (EUR 5,000,000):

                -          then the Liquidation Preference payable to all Class
                           B Shareholders shall be an amount Y, calculated in
                           Euros:

                           Y = X * 0.8

                                    where X equals the Net Proceeds of
                           Liquidation

                           and

                -          the Liquidation Preference payable to each Class B
                           Shareholder shall be equal to an amount Z, calculated
                           in Euros:

                           Z = (Y ) * (N/NB)

                                    where N equals the number of Class B Shares
                           held by such Class B Shareholder and NB equals the
                           total number of Class B Shares issued.

         (b)      if the Net Proceeds of Liquidation are at least five million
                  Euros (EUR 5,000,000), but less than ten million Euros (EUR
                  10,000,000):

                -          then the Liquidation Preference payable to all Class
                           B Shareholders shall be an amount Y, calculated in
                           Euros as follows:

                           Y = (EUR 3,000,000) + (X * 0.2)

                                    where X equals the Net Proceeds of
                           Liquidation: and

                -          the Liquidation Preference payable to each Class B
                           Shareholder shall be equal to an amount Z, calculated
                           in Euros :

                           Z = (Y ) * (N/NB)

                                    where N equals the number of Class B Shares
                           held by such Class B Shareholder and NB equals the
                           total number of Class B Shares issued.

                                       11
<PAGE>

         (c)               if the Net Proceeds of Liquidation is at least ten
                  million Euros (EUR 10,000,000), but less than fourteen million
                  nine hundred eighty-three thousand and three hundred and
                  thirty-five Euros (EUR 14,983,335):

                  -        then the Liquidation Preference payable to all Class
                           B Shareholders shall be equal to EUR 5,000,000; and

                  -        the Liquidation Preference payable to each Class B
                           Shareholder shall be equal to an amount Z, calculated
                           in Euros :

                           Z = (EUR 5,000,000) * (N/NB)

                           where N equals the number of Class B Shares held by
                  such Class B Shareholder and NB equals the total number of
                  Class B Shares issued.

3.3      WARRANTS

         The Shareholder Resolutions provide for the rights and characteristics
         of the Warrants, which are summarized as follows:

         The Warrants shall expire on the fifth anniversary of the Extraordinary
         Shareholders Meeting. Notwithstanding the foregoing, any unexercised
         Warrants shall be deemed to be null and void upon listing of the Shares
         of the Company on a regulated market.

         Each Warrant shall give the right to subscribe for a number of Class B
         Shares as hereafter determined, at a subscription price equal to the
         then par value of Class B Shares, without any premium.

         The Warrants shall become exercisable upon the occurrence of any of the
         following transactions (a "TRIGGERING TRANSACTION") with respect to the
         share capital of the Company if the Company issues any Security,
         including any Security issued in respect of any merger (fusion) or any
         partial contribution of assets (apport partiel d'actifs), but not
         including any Security issued:

                  -        as a result of the exercise of warrants (bons de
                           souscription d'actions, bons de souscription de parts
                           de createur d'entreprise, options de souscription
                           d'actions) issued in favour of employees or
                           consultants of the Company or any of its
                           subsidiaries;

                  -        as a result of the incorporation of premiums or
                           reserves into the share capital of the Company;

                  -        as a result of the prior exercise of the Warrants or
                           the Warrants 2004;

         provided, that the issuance price, exchange value, conversion value,
         subscription price or repurchase price per share to which the Security
         gives a right (or the average price per such share) at which the
         Triggering Transaction occurs (the "PER SHARE VALUE") is less than "P"
         (as defined below), it being understood that this price shall be
         adjusted to take into account, if necessary, any other transactions
         that would have occurred prior to the Triggering Transaction and which
         would have resulted in an adjustment of the rights of the holders of
         Warrants pursuant to French law.

                                       12
<PAGE>

         In the event the Per Share Value is not a determined cash amount, the
         Founders and Remote Reward, on the one hand, and the Investors, on the
         other hand, shall in good faith consult with each other in order to
         agree with respect to the Per Share Value. If the Founders and Remote
         Reward, on the one hand, and the Investors, on the other hand, are
         unable to agree with respect to the Per Share Value within five (5)
         days after the request of any of the Investors, Remote Reward or the
         Founders, then any of the Founders, Remote Reward or any Investor may
         request by notice to the others that such Per Share Value be determined
         by an expert evaluation as set forth below. Within 10 days after any
         such notification, the Founders and Remote Reward, on the one hand, and
         the Investors, on the other hand, shall each designate by notice to the
         other an expert, which shall be a first-rank investment bank with
         offices in Paris, with demonstrated significant experience in mergers
         and acquisitions in Europe and in particular in the valuation of
         companies in the telecommunications industry with activities in Europe.
         If either of the Founders and Remote Reward, on the one hand, or the
         Investors, on the other hand, shall fail to so designate such an
         expert, such expert shall be designated by the Paris Tribunal de
         Commerce, ruling in refere proceedings without appeal, based on request
         by the other. Any expert so appointed shall act as a third party within
         the meaning of article 1592 of the French Civil Code, and not as an
         arbitrator.

         The experts shall be instructed to determine the Per Share Value based
         on valuation methods relevant to the Triggering Transaction and the
         entities concerned, including, as applicable, the cash requirements of
         the relevant entity and considering the valuation method of
         price-per-engineer (if the relevant entity is in the telecom industry,
         with consideration given to the relative weight of design functions as
         compared to other activities of such the relevant entity and to
         software engineers as compared to hardware engineers) (collectively,
         the "VALUATION CRITERIA").

         Each expert so designated shall be instructed by the appointing party
         to deliver its determination to all of the Parties and to the Company,
         together with all supporting calculations and justification within
         fifteen (15) days after its appointment. The Parties shall cause the
         Company to provide to both experts all supporting documentation
         reasonably requested by either expert in respect of its determination
         and shall otherwise cooperate with the experts. The Founders and Remote
         Reward, on the one hand, shall bear the fees and expenses of the expert
         appointed by or on behalf of them, and the Investors, on the other
         hand, shall bear the fees and expenses of the expert appointed by or
         behalf of them.

         If the higher of the Per Share Values as determined by the two experts
         does not exceed the lower of the Per Share Value by an amount equal to
         or greater than 33% of the lower of such Per Share Values, then the Per
         Share Value shall be deemed to be the average of the two Per Share
         Values as determined by the two experts. If, however, the higher of the
         Per Share Values as determined by the two experts exceeds the lower of
         such Per Share Values by an amount equal to or greater than 33% of the
         lower of such Per Share Values, then the Founders, Remote Reward and
         the Investors shall meet within ten (10) days after the receipt of the
         second expert evaluation in order to agree with respect to the Per
         Share Value. If they shall fail to so agree, a third expert shall be
         designated in accordance with the following paragraph.

                                       13
<PAGE>

         The third expert shall be appointed by the Paris Tribunal de Commerce
         based on request by any of the Parties hereto, and shall be a
         first-rank investment bank with offices in Paris, with demonstrated
         significant experience in mergers and acquisitions in Europe and in
         particular the valuation of companies in the telecommunications
         industry with activities in Europe and with no conflict of interest
         with any of the shareholders or of the Company. The expert shall be
         instructed to base its determination of the Per Share Value on the
         Valuation Criteria and to deliver its determination to the Parties and
         the Company within fifteen (15) days after its appointment. The Parties
         hereto shall share equally the fees and expenses of such expert. The
         Per Share Value shall be deemed to be the average of (i) the Per Share
         Value as determined by such third expert and (ii) the Per Share Value
         determined by one of the two first experts that shall be the closest to
         the Per Share Value determined by such third expert.

         Upon occurrence of a Triggering Transaction, a holder of Warrants shall
         be entitled to exercise its Warrants, in whole or in part, at any
         moment prior to the expiration of the Warrants. For the avoidance of
         doubt, if, upon occurrence of a Triggering Transaction, a holder of
         Warrants does not exercise part or all of its Warrants in the
         conditions set forth above, such holder would be entitled to exercise
         any remaining Warrants in the conditions set forth above with respect
         to any further Triggering Event.

         In case the Warrants would become exercisable in the conditions set
         forth above, each Warrant shall give the right to subscribe for, at the
         par value of the Class B Shares of the Company on the exercise date, a
         number "NA" of Class B Shares, determined as follows:

                                        P - V
                   NA =             ---------------
                                        V - VN

         Where:

         "P" equals (i) in the event that the ABSA Shares 2 are subscribed for
         by the Investors, EUR 3.89, or (ii) in the event that the ABSA Shares 2
         are not subscribed for by the Investors, EUR 1.94, such amounts to be
         adjusted, if necessary, to take into account any division or grouping
         of the shares which would result in an adjustment of the rights of the
         holders of the Warrants under French law,

         "VN" is the par value of a Class B Share on the exercise date (i.e.
         Euro 0.01 on the Closing Date),

         "V" is the average Per Share Value in the Triggering Transaction.

         It being specified that "NA" shall, in any case, be capped at a number
         of six (6).

                                       14
<PAGE>

         As an example, assuming that (i) the ABSA Shares 2 have been subscribed
         for and (ii), during the exercise period of the Warrants, shares are
         issued for a price per share equal to EUR 2.50 (V), and the par value
         of B Shares remains EUR 0.01 (VN), each Warrant would entitle its
         holder to subscribe, at par value, to the following number shares:

                    3.89 - 2.50        1.39
         NA =    ---------------- = ------------
                    2. 50 - 0.01       2.49

         NA = 0.558

         Each holder of Warrants shall be entitled to subscribe only a whole
         number of Class B Shares. The total number of Class B Shares resulting
         from the exercise of the Warrants by each Investor shall be rounded
         down to a whole number of shares in case of decimals.

3.4      WARRANTS 2004

         The Shareholder Resolutions provide for the rights and characteristics
         of the Warrants 2004, which are summarized as follows:

         The Warrants 2004 shall be exercisable from March 16, 2004 until April
         15, 2004, provided that the Warrants 2004 may only be exercised if the
         Investors shall not be required in accordance with Article 8 of this
         Agreement to subscribe for the ABSA Shares 2. The Warrants 2004 shall
         thus become null and void (i) on the date of subscription for the ABSA
         Shares 2, or (iii) in any case on April 15, 2004, if not validly
         exercised prior thereto.

         The Warrants shall give the right to subscribe for a total number of
         1,000,398 ABSA Shares, each comprised of one Class B Share, per value
         Euro 0.01 per Share, with one Warrant attached thereto (the "ABSA
         SHARES 3").

         Each Warrant 2004 shall give the right to subscribe for 0.35 ABSA
         Shares 3.

ARTICLE 4 - CONDITIONS TO THE FIRST CLOSING

The obligation of each Investor to subscribe for the ABSA Shares 1 created by
the First Capital Increase is subject to the following conditions being
satisfied (or waived by such Investor):

         (a) approval by the extraordinary shareholders meeting of the Company
             to be held on November 12, 2003 of:

             (i)           the reduction in the share capital of a total amount
                           of Euros 9,943,063.561 by reduction of the par value
                           of the shares from Euros 5.37 to Euros 3.8317 on the
                           basis of the report of the statutory auditor of the
                           Company;

             (ii)          the reduction in the share capital of a total amount
                           of Euros 24,702,207.64

                                       15
<PAGE>

                           by reduction of the par value of the shares from
                           Euros 3.8317 to Euro 0.01 on the basis of the report
                           of the statutory auditor of the Company, subject to
                           the absence of objections of the creditors of the
                           Company during the Objection Period;

         (b) approval by the Extraordinary Shareholders Meeting of the
             Shareholder Resolutions and in particular of:

             (i)           the creation of two categories of shares, the
                           approval of the rights and obligations attached to
                           each category of shares and the modifications to be
                           made accordingly to the articles of association of
                           the Company, on the basis of a report of a special
                           appraiser ("Commissaire aux avantages particuliers")
                           in accordance with Section L 225-147 of the French
                           Commercial Code and the conversation of existing
                           shares to class A shares, subject to the final
                           completion of the Capital Increase;

             (ii)          the conversion of existing shares to Class A Shares;

             (iii)         the creation of the Class B Shares and the Warrants
                           constituting the ABSA Shares 1 and the ABSA Shares 2,
                           the approval of the First Capital Increase and of the
                           Second Capital Increase and a waiver by the Current
                           Shareholders of their preferential rights to
                           subscribe for the ABSA Shares 1 and for the ABSA
                           Shares 2, on the basis of the report of the statutory
                           auditor of the Company and of a report of a special
                           appraiser ("commissaire aux avantages particuliers")
                           in accordance with Section L 225-147 of the French
                           Commercial Code;

             (iv)          the appointment of new members of the board of
                           directors of the Company so that the composition of
                           the board is in full compliance with the
                           Shareholders' Agreement on the Closing Date, subject
                           to the final completion of the Capital Increase;

             (v)           amendment of the statuts of the Company to reflect
                           the actions taken in the Shareholder Resolutions; and

             (vi)          the cancellation of all warrants (BSPCE) issued by
                           the Company to the benefit of employees or managers
                           of the Company except the Employee Warrants (i.e. all
                           warrants issued prior to June 19, 2002), with the
                           approval of all holders of such warrants.

         (c) expiration of the Objection Period without any creditor of the
             Company having challenged the second reduction in the share capital
             referred to in Section 3(a)(ii);

         (d) execution by each holder of Employee Warrants (except for any such
             holder who is a party to the Shareholders Agreement) of (i) a
             French translated version of the Contractual Undertaking attached
             as EXHIBIT D (the "CONTRACTUAL UNDERTAKING") and (ii) a waiver
             letter in the form attached in EXHIBIT E hereto;

         (e) absence of any resignation, dismissal, disability or death
             affecting any Key Employee (as defined in the Shareholders
             Agreement);

                                       16
<PAGE>

         (f) execution by each of the Key Employees of a French version of the
             agreement, substantially in the form attached as EXHIBIT F hereto,
             providing for non-compete commitments;

         (g) the purchase, at the Closing, by Remote Reward of the ten Shares
             held by Yves Jolivet;

         (h) compliance by the Founders with the provisions of Article 5
             hereunder;

         (i) absence of any significant change to the Business Plan of the
             Company as attached in EXHIBIT G hereto; and

         (j) execution by Remote Reward and Andre Jolivet of the share pledge
             agreements referenced in Section 3.9 of the Representations and
             Warranties Agreement.


ARTICLE 5  - DOCUMENTS TO BE EXCHANGED AT FIRST CLOSING

5.1.     At the First Closing, each Investor shall deliver to the Escrow Agent
         (with copy to the Company) a duly executed subscription form (bulletin
         de souscription) for the number of ABSA Shares 1 subscribed for by it
         as provided in Section 2.3.

5.2.     At the First Closing, each Investor shall receive:

         (a)      all documents relating to the reductions in the share capital
                  of the Company mentioned in Paragraph 4 of the Recitals and in
                  Section 3(a) above, and in particular: (i) certified copies
                  (certifiees conformes) of the minutes of the meeting of the
                  Board of Directors dated October 15, 2003, of the minutes of
                  the meeting of the Works Council of the Company dated October
                  17, 2003, of the minutes of the meeting of the Board of
                  Directors dated October 22, of the report of the Board to the
                  shareholders meeting dated November 12, 2003, of the minutes
                  of the shareholders meeting to be held on November 12, 2003
                  and of the acknowledgment by the President that no creditor
                  has challenged such reduction, (ii) copies of the reports of
                  the statutory auditors of the Company on the reductions in the
                  share capital, (iii) and all documents evidencing that all
                  publication formalities regarding such capital reduction have
                  been duly performed;

         (b)      a certified copy (certifiee conforme) of the minutes of the
                  Extraordinary Shareholders Meeting;

         (c)      a certified copy of the minutes of the board meeting that
                  convened the Extraordinary Shareholders Meeting;

         (d)      a certified copy of the report of the board to the
                  Extraordinary Shareholders Meeting;

         (e)      a certified copy of the amended statuts of the Company;

                                       17
<PAGE>

         (f)      a copy of the special appraiser's (commissaire aux avantages
                  particuliers) reports;

         (g)      a copy of the statutory auditor's reports to the general
                  meeting to be held on November 12, 2003, regarding the
                  reductions in the share capital referenced in Paragraph 4 of
                  the recitals, and to the Extraordinary Shareholders Meeting,
                  regarding the First and Second Capital Increases;

         (h)      a copy of the Contractual Undertaking executed by all current
                  holders of Employee Warrants (except those who are parties to
                  the Shareholders' Agreement);

         (i)      a copy of the non-compete agreement executed by the Key
                  Employees;

         (j)      an attestation d'inscription en compte (share certificate) by
                  the Company reflecting the recording of such Investor on the
                  books of the Company as a holder of the number of Class B
                  Shares and Warrants subscribed for by it;

         (k)      evidence of the purchase by Remote Reward of the ten Shares
                  owned by Yves Jolivet;

         (l)      a copy of the waiver letters executed by all holders of
                  Employee Warrants; and

         (m)      a copy of the share pledge agreements referenced in Section
                  3.9 of the Representations and Warranties Agreement, executed
                  by Remote Reward and Andre Jolivet.

ARTICLE 6 - MANAGEMENT OF THE COMPANY UNTIL THE FIRST CLOSING DATE

Except as required to comply with the terms of this Agreement, the Founders
shall manage the Company and conduct its Business as a bon pere de famille (in a
reasonably prudent manner) and shall cause the Company not to take any material
action out of the ordinary course prior to the Closing Date without the prior
unanimous agreement of the Investors. In particular, the Company shall not take
any of the actions set forth in Section 2.3 paragraphs (ii) and (iii) of the
Shareholders' Agreement without the unanimous consent of the Investors, such
consent not to be unreasonably withheld.

ARTICLE 7 - MANAGEMENT OF THE COMPANY AFTER THE FIRST CLOSING DATE

7.1.     EMPLOYEE WARRANTS

         The Parties shall cause the Company to create, immediately after the
         Closing Date, an additional warrant pool (in the form of bons de
         souscription de parts de createur d'entreprise ("BSPCE")) for the
         benefit of the employees of the Company, giving right to up to an
         aggregate amount of 230,000 new Class A Shares, i.e. 1.99% of the total
         number of Shares immediately following the consummation of the Second
         Capital Increase, on a Fully Diluted basis, under conditions (vesting,
         duration, etc.) to be determined by the Board of Directors, which shall
         be allocated as indicated on

                                       18
<PAGE>

         Schedule 2.22(ii) of the Representations and Warranty Agreement. The
         Parties agree that, as a prior condition to the granting to any
         employee of the Company of any such BSPCEs, such employee shall be
         required to enter into a Contractual Undertaking (except for any such
         employee who is a party to the Shareholders Agreement or has prior to
         such grant already executed the Contractual Undertaking).

         The Parties shall promptly after the Closing Date cause the Company to
         cancel the existing Employee Warrants with the approval of their
         holders and to issue 1,023,671 new BSPCEs with the same conditions of
         the existing Employee Warrants except for (i) the exercise price of
         such BSPCE, which shall be Eur 3.89, and (ii) the vesting period which
         shall be reduced, if applicable, to take into account the vesting
         already acquired by holders of Employee Warrants. The Parties shall
         cause the Board of Directors of the Company to take all action
         necessary (A) to grant to all employees holding Employee Warrants as of
         the Closing Date the same number of such new BSPCEs as the number of
         Employee Warrants held by them on the Closing Date and (B) to grant all
         or a portion of the remainder of such 1,023,671 BSPCEs as follows:
         Louis NOVE (770 new BSPCEs), David HEUDE (770 new BSPCEs), Frank
         LECLERE (1,920 new BSPCEs, provided that he becomes an employee of the
         Company) and Thierry GODARD (such number of such new BSPCEs, not to
         exceed 5,000, to be granted in accordance with the terms of his current
         bonus arrangement based on 2003 performance).

7.2      MANAGEMENT - INSURANCE

7.2.1    The Parties shall use commercially reasonable efforts to obtain, within
         90 days after the Closing Date, proposals from recognized and
         established insurance providers in order for the Company to enter into
         an individual life insurance policy of not less than Euros 1 million
         for each Key Employee and Andre Jolivet (Key man insurance) with the
         Company designated as beneficiary.

         The Parties shall submit the proposals received to the Board of
         Directors of the Company in order for the Board of Directors to decide
         upon such proposals within three months after the date hereof.

7.2.2    The Founders shall use commercially reasonable efforts to obtain,
         within 90 days after the date hereof, proposals from recognized and
         established insurance providers in order for the Company to enter into
         a Directors and Officers Liability insurance policy (without payment of
         an excessive premium).

7.3      ISSUANCE PREMIUM

The Parties agree that the issuance premium resulting from the transactions
contemplated hereby shall be used to offset, if applicable, future losses of the
Company and agree to take all actions as shareholders of the Company to ensure
that such issuance premium is not distributed to the shareholders of the Company
before the expiry of a one (1)-year period from the Closing Date.

                                       19
<PAGE>

ARTICLE 8 - CONDITIONS TO THE SUBSCRIPTION OF THE ABSA SHARES 2

The Investors shall subscribe for the ABSA Shares 2 unless all of the following
conditions exist, as of February 23, 2004:

1.       The WLAN solution does not meet the current expectations for such
         solution in all of the following ways:

          (i)     the Balsa 1 chip area is not less than 30 mm2,

          (ii)    the current consumption of the Balsa 1 chip, when the chip is
                  in active mode, is more than 250 mA,

          (iii)   performance of the physical layer (modem) are not compliant
                  with IEEE 802.a/b/g standards,

          (iv)    the Salsa "alpha" critical CISF reaction times are not
                  achieved, and

          (v)     the Salsa "alpha" RAM code plus data total footprint is not
                  more than 256 Kilo Octets.

2.       Stepmind has not received purchase commitments, in writing, for Alice
         GSM/GPRS or GSM/GPRS/EDGE radio chips to be included in handset
         platforms having a yearly production plan of at least two million
         units.

3.       Following a WLAN pipeline qualification process, pursuant to which two
         members of the Board of Directors (one of whom shall be a
         representative of AGF PE on the Board of Directors) shall participate
         in contacts, organized by the Company, with potential customers of
         Alice W2 and Salsa, at least two potential customers shall not have
         confirmed orally or in writing that (i) if the specifications shown by
         the MPWa versions of Alice W2 and Salsa are confirmed with the
         production versions, then they consider that the Company's offer is
         competitive on a technical basis and that they will afford the Company
         the possibility to participate in a selection process during 2004, and
         (ii) based on the specifications of the Company's products, they
         project any aggregate requirement of (x) at least 1,000,000 units of
         Alice W2 or (y) at least 150,000 units of Salsa, for which their
         decision will be made during the subsequent twelve (12) months.

                                       20
<PAGE>

The Parties agree to cause the Board of Directors of the Company to meet not
earlier than February 23, 2004, but not later than March 5, 2004 (and, in any
event, as close as possible to the dates of the 3GSM Convention to be held in
Cannes) in order to discuss and decide in good faith whether the foregoing
conditions exist as of February 23, 2004. The Parties undertake to cause their
respective representatives on the Board of Directors to be present or
represented at such meeting, and, if such meeting is not held on that date (or
such other date as shall be agreed in writing by all parties hereto), as a
result of the failure to achieve the required quorum, then, (i) if the
representatives of AGF PE shall have failed to be present or represented at such
meeting, but the representatives of Remote Reward and Andre Jolivet were present
or represented at such meeting, it shall be deemed for purposes of this
Agreement that all of the foregoing three conditions do not exist (and the
Investors shall then be committed to subscribe for the ABSA Shares 2), or (ii)
if the representatives of AGF PE were present or represented at such meeting,
but the representatives of Andre Jolivet and Remote Reward were not present or
represented at such meeting, it shall be deemed for purposes of this Agreement
that all of the foregoing three conditions do exist (and the Investors shall
then not be committed to subscribe for the ABSA Shares 2),.

The Parties shall cause the Board of Directors to provide to each Party and the
Escrow Agent, within three (3) days after such meeting, a copy of the minutes of
the Board of Directors, signed by at least 5/7ths of the directors present or
represented at such meeting, setting forth the discussions of the Board of
Directors and its decision as to whether all of the three conditions set forth
above exist as of February 23, 2004.

Unless all of the three conditions set forth above are met as of February 23,
2004, the Investors shall execute and deliver to the Escrow Agent (with a copy
to the Company) the bulletins de souscription providing for the subscription by
the Investors for the ABSA Shares 2 within two (2) business days following
receipt of the minutes of the meeting of the Board of Directors mentioned above
(or the deemed non-existence of the four conditions set forth above, as the case
may be).

The Escrow Agreement shall instruct the Escrow Agent as follows with respect to
the Second Capital Increase:

In the event the minutes of the meeting of the Board of Directors convened to
decide with respect to the existence of the three conditions set forth above
shall indicate the decision of the Board of Directors that any of the three
conditions set forth above did not exist as of February 23, 2004, then the
Escrow Agent shall, within two (2) business days after receipt from all of the
Investors of the bulletins de souscription for the Second Capital Increase,
transfer all funds held in escrow to the Company, to the account opened
specifically for the purpose of the Second Capital Increase and transfer any
interest earned thereon to the regular account of the Company (the coordinates
of both accounts to be provided to the Escrow Agent by the Company)

In the event such minutes shall indicate the decision of the Board of Directors
that all of the three conditions set forth above existed as of February 23,
2004, or in case the Escrow Agent has not received the minutes of the Board duly
signed in accordance with the provisions hereof, then the Escrow Agent shall,
within two (2) business days after receipt by the Escrow Agent of such minutes,
transfer all funds held in escrow corresponding to the amount of the Second
Capital Increase, together with any interest earned thereon, to the Investors,
such

                                       21
<PAGE>

funds to be allocated among the Investors pro rata based on their portion of the
Second Capital Increase as set forth in Section 2.4 above.

In the event that the Escrow Agent has not received the minutes of the Board of
Directors on or before March 15, 2004, the Escrow Agent shall transfer all funds
held in escrow corresponding to the amount of the Second Capital Increase,
together with any interest earned thereon, to the Investors, such funds to be
allocated among the Investors pro rata based on their portion of the Second
Capital Increase as set forth in Section 2.4 above.

ARTICLE 9 - MANAGEMENT OF THE COMPANY FROM THE CLOSING DATE TO THE SECOND
            CLOSING DATE

From the Closing Date until the Second Closing Date, the Parties agree that no
shareholders' meeting shall be convened and no decision shall be made by the
shareholders during a general meeting without the prior approval of all
Investors.

ARTICLE 10 - LAW - JURISDICTION

This Agreement shall be governed by and construed in accordance with French law.

Any dispute arising out of or relating to this Agreement shall be submitted to
the jurisdiction of the competent court in the jurisdiction of the Court of
Appeals of Paris, to which the Parties hereby irrevocably agree.

ARTICLE 11 - TERM AND TERMINATION OF THIS AGREEMENT

11.1     This Agreement shall become effective upon its signature and shall
         cease being effective after all undertakings and obligations of all
         Parties under this Agreement or pursuant to the provisions of this
         Agreement have been fulfilled or waived, or until this Agreement has
         been validly terminated in accordance with this Article 11, except for
         provisions which by nature are intended to remain in effect following
         such fulfillment, waiver or termination, including in particular
         Article 20.

11.2     If the Closing has not occurred on or before January 15, 2004, then (i)
         any Investor may terminate this agreement as to such Investor and (ii)
         the Founders and Remote Reward may terminate this Agreement, unless, in
         each case, the failure of the Closing to occur shall be attributable to
         the breach by the Party wishing to so terminate this Agreement of any
         of its obligations hereunder.

11.3     If any Investor shall breach its obligation to subscribe set forth in
         Section 2.3 or Section 2.4:

         -        any other Investor may terminate this Agreement as to itself
                  and thus not be obligated to subscribe for its portion, as
                  applicable, of the ABSA Shares 1 or ABSA Shares 2; and

                                       22
<PAGE>

         -        the Founders and Remote Reward may collectively terminate this
                  Agreement as to all Parties, immediately upon notice to the
                  other Parties, without prejudice to any right of any party to
                  seek damages from the breaching party.

ARTICLE 12 - MODIFICATION OF THE AGREEMENT

No modification to the Agreement shall be effective unless contained in a
writing signed by a duly authorized representative of each of the Parties.

ARTICLE 13 - NOTICE BETWEEN THE PARTIES

Any notice, request, formal notice or other communication pursuant to the
provisions of this Agreement ("NOTICE") shall be made in writing to the
addresses mentioned below and shall be deemed to have been properly served: (i)
on the date of delivery, in the case of delivery by hand to the Party on which
notice must be served; (ii) for all Parties other than the Founders, on the date
of transmission, in the case of transmission by fax, followed by telephone
confirmation of receipt immediately following completion of the transmission;
(iii) on the third day following pre-paid delivery by a recognized express
international courier service (e.g., DHL). The addresses for Notice to the
Founders shall be the residential addresses set forth on page 1 of this
Agreement. Any Party may change its address or the name of the addressee for
purposes of this Article 10 by sending the other Parties a written notice of its
new address in the manner provided above.

Party:            AGF Innovation 3, AGF Innovation 4 or AGF Innovation 5, notice
                  to be sent to AGF PE at the following address:
Address:          11, rue Scribe, BP 293
                  75425 Paris CEDEX 09
Attention:        Guillaume Lautour/Benoist Grossmann
Tel:              01 58 18 56 56
Fax:              01 42 65 56 81

Party:            Mighty Wealth Group Limited
Address:          Unit B3, 22/F, Unimix Ind. Centre, 2 Ng Fong Street, San
                  Po Kong, Kowloon, Hong Kong
Attention:        Tony Cheung
Tel:              852-2649-3739
Fax:              852-2648-8806

Party:            Nam Tai Electronics, Inc.
                  c/o Nam Tai Group Management Limited
Address:          15/F, China Merchants Tower
                  Shun Tak Centre
                  168-200 Connaught Road Central
                  Hong Kong
Attention:        Joseph Li
Tel:              (852) 2263 1218
Fax:              (852) 2263 1223

                                       23
<PAGE>

Party:            REMOTE REWARD
Address:          4 ter, rue de l'Ouest, 92100 Boulogne
Attention:        President (Andre Jolivet)
Tel:              01.41.10.29.10
Fax:              01.41.10.29.28

ARTICLE 14 - NO WAIVER

The failure to partially or totally exercise any right whatsoever resulting from
the provisions of the Agreement shall not be deemed a waiver of this right or
any other right arising from the Agreement for the future.

ARTICLE 15 - ENTIRE AGREEMENT

This Agreement, with its exhibits, sets forth the entire agreement of the
Parties with respect to the business referred to herein. Those documents shall
prevail over any negotiations, discussions, communications, understandings or
prior agreements between the Parties relating to the subject matter of this
Agreement and over any earlier drafts of this Agreement which are all subsumed
in these documents.

ARTICLE 16 - SUPPLEMENTARY AGREEMENTS; WAIVERS

No supplementary agreement or amendment to this Agreement shall be valid unless
memorialized by a writing signed by the Parties hereto.

Waiver by a Party of any condition or waiver of enforcement of a breach of any
provision, term or covenant contained in this Agreement at one or more times
shall not be considered or construed as a recurring or continuing waiver of that
condition or of the right to enforce a breach of any other provision, term or
covenant of this Agreement.

ARTICLE 17 - SUCCESSORS, HEIRS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES

This Agreement shall inure to the benefit of and be binding on the Parties and
their respective successors, heirs and assigns, regardless of whether they are
minors or otherwise under a disability, provided however that unless otherwise
expressly provided for herein, no Party may assign or delegate any of the
obligations created under this Agreement without the prior written consent of
the other Parties.

ARTICLE 18 - GENERAL COVENANT

The Parties hereto shall sign and deliver all documents, provide all information
and take or prevent the taking of all reasonable and lawful measures that may be
necessary or appropriate to the achievement of the objective of this Agreement.

                                       24
<PAGE>

ARTICLE 19 - SEVERABILITY

This Agreement shall be deemed severable and the fact that any term or provision
hereof may be invalid or impossible to perform shall not affect the validity or
enforceability of this Agreement or of any other term or provision hereof. In
addition, the Parties shall replace any invalid or unenforceable term or
provision hereof with a valid and enforceable provision as similar as possible
to the invalid or unenforceable provision.

ARTICLE 20 - CONFIDENTIALITY

The Parties undertake to keep this Agreement strictly confidential. No Party
shall disclose or permit the disclosure of the existence or of all or any part
of this Agreement to third parties except:

-        with the prior consent of the other Parties,

-        in the case of litigation between the Parties,

-        if the disclosure of certain information is requested by any competent
         authorities by law or regulation, including any regulatory authorities,

-        to the Parties' legal counsel and to the commissaire aux comptes of the
         Company and to the commissaire aux avantages particuliers to be
         designated as provided herein.

ARTICLE 21 - REPRESENTATIONS AND WARRANTIES

21.1     Each Party represents and warrants to the other Parties as of the date
         hereof and as of the Closing Date:

-        that it is duly established under the law of the jurisdiction in which
         it is established and is in good standing in such jurisdiction;

-        that it has full power and authority to execute and deliver the
         Transaction Documents;

-        that the execution and delivery of the Transaction Documents by such
         Party of each Transaction Documents to which it is a party, and the
         performance by such Party of all of its obligations set forth therein
         has been, or prior to the Closing Date will be, duly authorized and
         approved by all requisite corporate action, except for such actions
         that are specifically intended by the terms of the Transaction
         Documents to be approved after the Closing Date;

-        that the Transaction Documents to which such Party is a party, when
         executed and delivered, taking into account their respective effective
         dates, will be valid and binding obligations of such Party in
         accordance with their terms and will not breach any legal or regulatory
         provisions nor any organizational documents of such Party; and

-        that the execution and delivery of the Transaction Documents to which
         such Party is a party by such Party do not conflict with and will not
         result in any default, violation, modification, suspension or
         termination of any contract or undertaking to which such Party is a
         party.

                                       25
<PAGE>

21.2     MWGL hereby represents that it is 100% owned and controlled by Mr.
         Chambers Wong and Mr. Tony Cheung.

Executed in eight (8) original counterparts.


/s/ Alain Jolivet                       /s/ Andre Jolivet
-----------------------------           -----------------------------
Alain Jolivet                           Andre Jolivet
Date:  November 28, 2003                Date:  November 28, 2003
Place: Paris                            Place: Paris



REMOTE REWARD                           AGF Innovation 3

By: /s/ Andre Jolivet                   By: /s/ Guillaume Lautour
-----------------------------           -----------------------------
Name:  Andre Jolivet                    Name:  Guillaume Lautour
Date:  November 28, 2003                Date:  November 28, 2003
Place: Paris                            Place: Paris



AGF Innovation 4                        AGF Innovation 5

By: AGF Private Equity                  By: AGF Private Equity

By: /s/ Guillaume Lautour               By: /s/ Guillaume Lautour
-----------------------------           -----------------------------
Name:  Guillaume Lautour                Name:  Guillaume Lautour
Date:  November 28, 2003                Date:  November 28, 2003
Place: Paris                            Place: Paris



MIGHTY WEALTH GROUP LIMITED             NAM TAI ELECTRONICS, INC.

By: /s/ Cheung Tze Tung                 By: /s/ Joseph Li
-----------------------------           -----------------------------
Name:  Cheung Tze Tung                  Name:  Joseph Li
Date:  December 10, 2003                Date:  December 9, 2003
Place: Hong Kong                        Place: Hong Kong



                                       26
<PAGE>


                                       27
<PAGE>

                                LIST OF EXHIBITS

EXHIBIT A         Allocation of the Fully Diluted share capital (i) as of the
                  date hereof and (ii) immediately prior to the closing of the
                  First Capital Increase

EXHIBIT B         Allocation of the Fully Diluted share capital (i) immediately
                  after the closing of the First Capital Increase and (ii)
                  immediately after the closing of the Second Capital Increase.

EXHIBIT C         Shareholder Resolutions

EXHIBIT D         English draft of the Contractual Undertaking to be executed in
                  French by holders of Employee Warrants

EXHIBIT E         Draft waiver letter to be executed by each holder of Employee
                  Warrants

EXHIBIT F         English draft of the non-compete agreement

EXHIBIT G         Business Plan

                                       28
<PAGE>

                                                                  EXECUTION COPY

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

                             SHAREHOLDERS' AGREEMENT

                                       OF

                                    STEPMIND

                             DATED NOVEMBER 27, 2003

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

<PAGE>

                             SHAREHOLDERS' AGREEMENT

This Shareholders' Agreement (this "AGREEMENT") is entered into on the 27th day
of November, 2003,

AMONG THE UNDERSIGNED:

-  MR. ANDRE JOLIVET,

   a French national, born on July 4, 1962 in Quimper, residing at 47, rue Henri
   Tariel 92130 Issy les Moulineaux ,

-  MR. ALAIN JOLIVET,

   a French national, born on April 14, 1949, in Plogastel Saint-Germain,
   France, residing at 1 rue du General Gouraud, 92190 Meudon, France,

   (collectively referred to herein as the "FOUNDERS" and individually as a
   "FOUNDER")

-  REMOTE REWARD SAS,

   a French societe par actions simplifiee with a share capital of EUR
   90,481,410, with its registered office at 4 ter rue de l'Ouest, 92100
   Boulogne, registered in the Commercial Registry under the number 433458304
   RCS Nanterre, represented by Mr. Andre Jolivet, in his capacity as President,

                                                  (hereinafter "REMOTE REWARD"),

   AND:

-  AGF INNOVATION 3, AGF INNOVATION 4 AND AGF INNOVATION 5,

   fonds communs de placement dans l'innovation, each represented by its
   managing company, AGF Private Equity, a French societe par actions a
   directoire et conseil de surveillance with a share capital of EUR 1,000,000,
   with its registered office at 11, rue Scribe, BP 293, 75425 Paris Cedex 09,
   registered in the Commercial Registry under the number 414 735 175 RCS Paris,
   which is duly authorized to so represent each such entity, itself represented
   by Mr. Guillaume Lautour, duly empowered for the purpose hereof,

   (hereinafter collectively referred to as "AGF PE", being specified that, when
         necessary in this Agreement, all investment funds managed by AGF PE
                              shall be considered as one Person or Shareholder),

-  MIGHTY WEALTH GROUP LIMITED,

   an international business company incorporated in the British Virgin Islands,
   with a share capital of USD 50,000, with its registered office at Palm Grove
   House, P.O. Box 438, Road Town, Tortola, BVI, registered under the number
   565041, represented by Mr. Tony Cheung, in his capacity as Director,

                                                           (hereinafter "MWGL"),

<PAGE>

                                                                               3

-  NAM TAI ELECTRONICS INC.

   a company incorporated in the British Virgin Islands, under registration
   number 3805, with its registered office at McW. Todman & Co., McNamara
   Chambers, P.O. Box 3342, Road Town, Tortola, British Virgin Islands,
   represented by Mr. Joseph Li, in his capacity as chief executive officer,

                                                        (hereinafter "NAM TAI"),

   (hereinafter collectively referred to as the "INVESTORS" and individually as
                                                                 an "INVESTOR"),

   (The Founders, Remote Reward and the Investors being hereinafter collectively
                    referred to as the "PARTIES" and individually as a "PARTY").

IN THE PRESENCE OF:

-  STEPMIND, a French societe anonyme, with a registered capital of EUR
   34,709,907.90, having its registered office at 4 ter, rue de l'Ouest, 92100
   Boulogne, registered with the Registry of Commerce and Companies under number
   432 237 949 RCS Nanterre, represented by Mr. Alain Jolivet acting as
   President-Directeur General,

                                                     (hereinafter the "COMPANY")

                                    RECITALS:

WHEREAS,

On the date hereof, the Company's share capital consists of 6,463,670 shares,
all of the same category, with a par value of EUR 5.37 each.

Following the authorization by the Company's extraordinary shareholders' meeting
on June 19, 2002, the Board of Directors of the Company issued on June 19, 2002,
November 26, 2002 and June 18, 2003, respectively, 915,471, 76,060 and 32,140
employees' warrants (Bons de Souscription de Parts de Createur d'Entreprise)
(the "EMPLOYEE WARRANTS"), 1,012,683 of which remain validly granted as of the
date hereof.

Set forth in EXHIBIT A is the allocation of the Company's Fully Diluted share
capital (i) on the date hereof and (ii) immediately prior to the completion of
the Investment (as defined below).

The Company is engaged primarily in the business of the design and development
of baseband integrated circuits, radio frequency integrated circuits
(transceivers), as well as system and protocol stacks that address Wide Area
Networks (GSM/GPRS/EDGE) and Wireless Local Area networks (802.11a, 802.11b,
802.11g, hiperlan 2) standards.

                                       30
<PAGE>

                                                                               4

The Parties have entered into an investment agreement as of the date hereof
("INVESTMENT AGREEMENT"). Pursuant to terms and subject to the conditions of the
Investment Agreement, the Investors have agreed to subscribe for an aggregate of
3,858,678 actions a bons de souscription d'actions (the "ABSA SHARES"), to be
subscribed for in two installments:

  -      subscription by the Investors of an aggregate of 2,858,280 ABSA Shares
         1 (as defined below), for a total subscription price of EUR
         7,488,693.60, each ABSA Share 1 to be comprised of one Class B Share,
         with one Warrant and one Warrant 2004 (as such terms are defined below)
         attached thereto, the foregoing subscription referred to as the "FIRST
         CAPITAL INCREASE");

  -      subscription by the Investors for either (i) an aggregate of 1,000,398
         ABSA Shares 2 (as defined below), for a total subscription price of EUR
         7,512,988.98, each ABSA Share 2 to be comprised of one Class B Share
         with one Warrant attached thereto, or (ii) an aggregate of 1,000,398
         ABSA Shares 3 (as defined below) by exercise of the Warrants 2004, each
         ABSA Share 3 to be comprised of one Class B Share with one Warrant
         attached thereto, with (i) or (ii) being referred to as the "SECOND
         CAPITAL INCREASE").

Set forth on EXHIBIT B is the allocation of the share capital of the Company on
a Fully Diluted basis (i) immediately following the First Capital Increase and
(ii) immediately following the Second Capital Increase.

The Founders, Remote Reward and the Investors have agreed to enter into this
Agreement to reflect their agreements regarding the management of the Company
and the sales of the Company's securities.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

                             ARTICLE I - DEFINITIONS

The terms defined in this Article 1 shall have the meanings ascribed to them
below when used in this Agreement:

"ABSA Shares" has the meaning ascribed to it in the recitals and shall include,
as required by the context, reference to the ABSA Shares 1, the ABSA Shares 2
and/or the ABSA Shares 3.

"ABSA Shares 1" has the meaning ascribed to it in the Investment Agreement.

"ABSA Shares 2" has the meaning ascribed to it in the Investment Agreement.

"ABSA Shares 3" has the meaning ascribed to it in the Investment Agreement.

"Accepting Security Holder" has the meaning ascribed to it in Section 5.3 of
this Agreement.

<PAGE>

                                                                               5

"Affiliate": shall mean

  (i)    with respect to Remote Reward or any Founder, (a) any Person that
         directly or indirectly controls him or it, is controlled by him or it,
         or is under common control with him or it; provided, that such Person
         is a commercial company having legal personality and with its
         registered seat or office in Europe and the legal representative of
         such Affiliate is and remains, as the case may be, Andre Jolivet or
         Alain Jolivet and (b) with respect to any Founder, the spouse, linear
         ascendants or linear descendants of such Founder;

  (ii)   with respect to AGF PE, (a) any Person that directly or indirectly
         controls it, is controlled by it, or is under common control with it,
         (b) any venture enterprise investment fund for which such Person is the
         management company or any investment fund for which such Person is the
         manager, and (c) any Affiliate (as defined in (a) or (b), of the
         management company or manager of such investment fund; provided, in
         each case, that such Person, or the managing company or manager of such
         Person is a commercial company having legal personality and with its
         registered seat or office in Europe;

  (iii)  with respect to MWGL, any company having legal personality, which is
         wholly owned and controlled by Mr. Tony Cheung and Mr. Chambers T. Y.
         Wong; and (iv) with respect to Nam Tai, any Person that directly or
         indirectly controls it, is controlled by it, or is under common control
         with it.

"Agent" has the meaning ascribed to it in Section 5.2 of this Agreement.

"AGF PE" has the meaning ascribed to it in the Preamble of this Agreement.

"AGF PE Directors" has the meaning ascribed to it in Section 2.1 of this
Agreement.

"Agreement to be Bound" means an agreement (i) signed by the proposed transferee
of any Security, (ii) pursuant to which the transferee agrees, subject to
completion of the Transfer concerned, to become a party to this Agreement, and
(iii) as a result of which he will be bound by all of the obligations hereunder
and be entitled to all of the rights hereunder applying to the transferor.

"Board of Directors" means the board of directors of the Company.

"Bona Fide Offer" means a firm, irrevocable, written offer for the Transfer of a
specific number of Securities, which specifies (i) the number and kind of
Securities of which transfer is contemplated, (ii) the price or other
consideration offered for such Securities; (iii) the terms and conditions of the
offer and (iv) the name and address of the proposed transferee and of those
Persons who directly or indirectly have ultimate control over the proposed
transferee, (v) if the proposed transferee is a Third Party, an Agreement to be
Bound executed by such Third Party and (vi) if such proposed transfer would
trigger any Proportional Co-Sale Right or any Tag Along right, an irrevocable
commitment from the proposed transferee to purchase that number of Securities
that any Shareholder(s) would be entitled to sell pursuant to such right(s).

"Business Day" shall mean any day other than a Saturday, a Sunday or a day in
which banks in Hong Kong or Paris are authorized or required to close.

<PAGE>

                                                                               6

"Class B Shares" means the Class B Shares of the Company created by the
Shareholders Resolutions as contemplated in the Investment Agreement.

"Closing Date" means the date on which the First Capital Increase is
consummated.

"Company" has the meaning ascribed to it in the Preamble of this Agreement.

"control" shall have the meaning given in article L.233-3 of the Commercial
Code.

"Co-Selling Investor" has the meaning ascribed to it in Section 4.3 of this
Agreement.

"Dissenting Offerees" has the meaning ascribed to it in Section 4.2 of this
Agreement.

"Employee Warrants" has the meaning ascribed thereto in the recitals of this
Agreement.

"Exit Notice" has the meaning ascribed to it in Section 5.3 of this Agreement.

"First Capital Increase" has the meaning ascribed to it in the recitals of this
Agreement.

"Former Affiliate" has the meaning ascribed to it in Section 4.5 of this
Agreement.

"Former Controlling Party" has the meaning ascribed to it in Section 4.5 of this
Agreement.

"Founders" has the meaning ascribed to it in the Preamble of this Agreement.

"Fully Diluted" refers to the capital of the Company, on an as-if-converted
basis, i.e. assuming that all Securities giving right to a portion of the
capital and/or voting rights of the Company have been exercised, except the
Warrants and the Warrants 2004.

"Investment Agreement" has the meaning ascribed thereto in the recitals of this
Agreement.

"IPO" means the admission of the Securities of the Company to listing on a
regulated exchange market.

"Key Employees" means, on the date hereof, the following persons:

-        Jean-Louis Dornstetter

-        Fabrice Jovenin

-        Bernard Ginetti,

and any other person designated as a Key Employee by the Board of Directors in
accordance with Section 2.3 of this Agreement.

"Listing" has the meaning ascribed to it in Section 5.1 of this Agreement.

"Majority Shareholders" has the meaning ascribed to it in Section 4.6 of this
Agreement.

"New Controlling Party" has the meaning ascribed to it in Section 4.5 of this
Agreement.

"Notice of Acceptance" has the meaning ascribed to it in Section 4.2 of this
Agreement.

<PAGE>

                                                                               7

"Offered Securities" has the meaning ascribed to it in Section 4.2 of this
Agreement.

"Offerees" has the meaning ascribed to it in Section 4.2 of this Agreement.

"Other Investors Directors" has the meaning ascribed to it in Section 2.1 of
this Agreement.

"Other Security Holders" has the meaning ascribed to it in Section 5.3 of this
Agreement.

"Person" means any individual, legal entity, or organization, or any agency,
authority or other governmental subdivision, whether having legal personality or
not.

"Pre-Emptive Right" means the pre-emptive right of the Parties set forth in
Section 4.2 of this Agreement.

"Pre-Emptive Right Transaction" has the meaning ascribed to it in Section 4.5 of
this Agreement.

"Preference Amount" has the meaning ascribed to it in Section 6.1 of this
Agreement.

"Proceeds" has the meaning ascribed to it in Article VI of this Agreement.

"Proportional Co-Sale Right" means the proportional co-sale right of the
Investors set forth in Section 4.3.

"Purchaser" has the meaning ascribed to it in Section 4.6 of this Agreement.

"Remaining Co-Sale Shares" has the meaning ascribed to it in Section 4.3 of this
Agreement.

"Remote Reward" has the meaning ascribed to it in the Preamble of this
Agreement.

"Representations and Warranties Agreement" means the representations and
warranties agreement among Remote Reward, Andre Jolivet and the Investors
executed as of the date hereof.

"Re-Sale Transaction" has the meaning ascribed to it in Section 4.5.

"Re-Selling Party" has the meaning ascribed to it in Section 4.5.

"Result Notice" has the meaning ascribed to it in Section 4.7 of this Agreement.

"Second Capital Increase" has the meaning ascribed to it in the recitals of this
Agreement.

"Securities" means all series of shares of the Company and any security
entitling the holder thereof (including through beneficial ownership or legal
ownership of Shares), by way of conversion, subscription, exercise of an option
or any other conceivable means, to a financial interest or a voting right in the
Company, as well as any subscription right in connection with an issuance of
Securities of the Company.

"Security Holder" means a holder of Securities, as evidenced by the corporate
books and records.

<PAGE>

                                                                               8

"Shareholder" means a holder of Shares, as evidenced by the corporate books and
records.

"Shares" means the shares of the Company.

"Tag Along Right" means the tag along right of the Parties set forth in Section
4.4.

"Tagging Offeree" has the meaning set forth in Section 4.4 of this Agreement.

"Third Party" means, on a given date, any Person who is not a party to this
Agreement on such date.

"Transaction" has the meaning ascribed to it in Article VI of this Agreement.

"Transaction Documents" means any of the following documents: the Investment
Agreement, this Agreement, and the Representations and Warranties Agreement.

"Transfer" when used in connection with any Security of the Company means, the
act of transferring, selling, assigning, pledging, hypothecating, granting a
security interest in or a lien on, placing in trust (voting or otherwise),
contributing as a capital contribution or in any other manner, including by way
of a merger, encumbering or disposing, directly or indirectly, voluntarily or
otherwise, of any Security so designated, including any transfer of Securities
by an individual to his or her heirs or spouse, including as a result of death
or the liquidation of marital community property.

"Transfer Proposal" has the meaning ascribed to it in Section 4.2 of this
Agreement.

"Transfer Proposal Date" has the meaning ascribed to it in Section 4.2 of this
Agreement.

"Transfer Proposal Notice" has the meaning ascribed to it in Section 4.2 of this
Agreement.

"Transferee" has the meaning ascribed to it in Section 4.5 of this Agreement.

"Transferor" has the meaning ascribed to it in Section 4.2 of this Agreement.

"Valuation of the Company" has the meaning ascribed to it in Article VI of this
Agreement.

"Valuation Criteria" has the meaning ascribed to it in Section 4.2 of this
Agreement.

"Warrants" means the anti-dilution warrants attached to each ABSA Share
subscribed for by the Investors, as more fully described in the Investment
Agreement.

"Warrants 2004" means the warrants attached to the ABSA Shares 1 giving the
right to subscribe, upon exercise thereof, for a determined number of ABSA
Shares 3, as more fully described in the Investment Agreement.

<PAGE>

                                                                               9

                     ARTICLE II - MANAGEMENT OF THE COMPANY

SECTION 2.1 BOARD OF DIRECTORS

The Board of Directors shall be composed of 7 members.

AGF PE shall be entitled to appoint two (2) members of the Board of Directors
(the "AGF PE DIRECTORS"), the Investors (other than AGF PE) shall together be
entitled to appoint two (2) members of the Board of Directors (the "OTHER
INVESTORS DIRECTORS"), Andre Jolivet shall be entitled to appoint one (1) member
of the Board of Directors and Remote Reward shall be entitled to appoint one (1)
member of the Board of Directors.

The rights of each Party mentioned above to appoint members of the Board of
Director shall be subject to such Party holding at least 5% of the share capital
of the Company on a Fully Diluted basis.

The directeur general of the Company shall be appointed as the seventh Director.

Each Party shall vote in favor of the candidates reasonably proposed by the
other Parties, in accordance with the above provisions, at each Shareholders'
Meeting held for the purpose of electing directors or re-appointing directors
and the Parties shall ensure that their representatives, in case of appointment
of members to the Board of Directors by the Board (cooptation), vote in favor of
the candidates reasonably proposed by the other Parties in accordance with the
above provisions at any meeting of the Board of Directors voting on such an
appointment.

If a director chosen from among the candidates proposed by a Party ceases being
a director for any reason, the other Parties' representatives (in the event of a
cooptation) shall vote in favor of a Person reasonably chosen among the Persons
which the Party has designated to fill the vacant director's seat.

If a Party wishes to remove a director whom it nominated in accordance with this
Article, the other Parties shall vote in favor of such removal.

The members of the Board of Directors shall be reimbursed for their reasonable
travel and out-of-pocket expenses incurred to attend physically one meeting of
the Board of Directors annually, and any meeting where the physical presence of
the members of the Board of Directors is required in accordance with applicable
law based on the agenda for the meeting, upon presentation of the relevant
receipts, such travel to be business class and to include not more than two
nights of hotel stay at a reasonably priced hotel.

<PAGE>

                                                                              10

SECTION 2.2 MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors shall meet as often as necessary and, in any event, at
least once per calendar quarter.

The President of the Board of Directors shall, upon joint request by one of the
AGF PE Directors and one of the Other Investors Directors, call a meeting of the
Board to be held not later than seven (7) Business Days following the receipt of
any such request, provided that the directors making such request shall
undertake to attend such requested board meeting.

Notice convening a meeting of the Board of Directors must be given five (5)
Business Days before the meeting, or such shorter notice period as may be agreed
by all members of the Board of Directors.

All meetings of the Board of Directors may be held by telephone or
videoconference to the full extent permitted by law.

Except as provided herein, the quorum requirements for meetings of the Board of
Directors shall be as provided by applicable law.

With respect to any meeting of the Board of Directors called to consider any of
the matters referred to in Section 2.3 (ii) or (iii) hereunder, in addition to
the quorum requirements for meetings of the Board of Directors as provided by
applicable law, a quorum shall be deemed to exist only if at least one of the
AGF PE Directors and at least one of the Other Investors Directors attend or are
represented at such meeting. If such meeting cannot be held because neither of
the AGF PE Directors or neither of the Other Investor Directors are present or
represented at such meeting, a second meeting of the Board of Directors shall be
called with the same agenda as the first meeting, not earlier than five (5)
Business Days after the date scheduled for the previous meeting. The quorum
requirements for such second meeting, and any subsequent meeting held with the
same agenda, shall be as required by applicable law, without the requirement
that one of the AGF PE Directors and one of the Other Investors Directors be
present or represented.

SECTION 2.3 DELIBERATIONS OF THE BOARD OF DIRECTORS

(i)      All decisions of the Board of Directors shall require the approval of
         the majority of the Directors present or represented at such meeting,
         except for the appointment of the directeur general, which shall
         require the vote of two-thirds of the Directors present or represented
         at such meeting, and for the decisions listed below. The President of
         the Board of Directors shall not have a casting vote.

<PAGE>

                                                                              11

(ii)     The Parties represented on the Board of Directors shall take all
         actions to ensure that none of the following actions are taken or
         approved by the Board of Directors, the President of the Board of
         Directors, or any manager of the Company, and that none of the
         following actions are submitted by the Board of Directors or by such
         Parties to the approval of the shareholders' meeting, without the prior
         approval of a majority of 6/7ths of the Board of Directors present or
         represented at a valid meeting of the Board of Directors:

         (a)      Amend the articles of association (statuts) of the Company or
                  equivalent document in respect of foreign subsidiaries;

         (b)      Acquire, sell, transfer, lease, pledge or otherwise dispose of
                  (whether by a single transaction or a series of related
                  transactions) the whole or any material part of its business
                  or assets (except for current assets realized in the ordinary
                  course of trading) representing more than EUR 500,000 per
                  transaction, not provided for in the approved annual budget;

         (c)      Create, acquire, establish, sell, transfer, merge or otherwise
                  dispose of any subsidiary or of any interest in any other
                  company, group or entity;

         (d)      Take any steps to wind-up or have an administrator appointed
                  over the management of the Company;

         (e)      Conclude any legal arrangement which grants an exclusive or
                  controlling right to any party of the Company's intellectual
                  property or otherwise materially changes the management of the
                  Company's intellectual property;

         (f)      Issue or grant any right, option or warrant to subscribe for
                  or otherwise acquire any share of the Company to any Founders,
                  except as the same may result from a statutory right to
                  subscribe;

         (g)      Conclude or amend any agreement between the Company and any of
                  its shareholders, officers or managers (directly or
                  indirectly);

         (h)      Increase or decrease the share capital of the Company;

         (i)      Authorize the issuances of any securities having a preference
                  over or on a par with Class B Shares or change the rights,
                  preferences or privileges of the Class B Shares; and

         (j)      Change the number of members of the Board of Directors.

         The Parties shall procure that none of the above-mentioned decisions
         shall be taken with respect to any subsidiary of the Company without
         submitting it to the prior approval of the Board of Directors of the
         Company at the majority defined in this Section 2.3 (ii).

(iii)    The Parties represented on the Board of Directors shall take all
         actions to ensure that none of the following actions are taken or
         approved by the Board of Directors, the President of the Board of
         Directors, or any manager of the Company, and that none of the
         following actions are submitted by the Board of Directors or by such
         Parties to the approval of the shareholders' meeting, without the prior
         approval of a majority of 5/7ths of the members of the Board of
         Directors present or represented at a valid meeting of the Board of
         Directors:

         (a)      Approve any change in the Business Plan;

         (b)      Introduce or effect any change in the nature of the Company's
                  business, except as provided in the approved Business Plan;

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                                                                             12

         (c)      Approve the annual budget and the annual financial
                  statements;

         (d)      Contract any commitment not provided for in the approved
                  annual budget including any guarantee, pledge or other
                  security in excess of EUR 200,000, whether in a single
                  transaction or a series of related transactions;

         (e)      Incur any indebtedness for borrowed money in excess of a
                  maximum aggregate sum outstanding at any time of EUR 200,000;

         (f)      Pay or otherwise declare a dividend or other distribution;

         (g)      Appoint (or change the remuneration or amend the employment
                  agreement of) the officers and managers (mandataires sociaux)
                  of the Company, the Key Employees and, more generally of the
                  directeur financier, directeur des ventes or any other
                  directeur, and any employee with a gross compensation
                  (including any bonus or commission and the value for taxation
                  purposes of any benefits in kind) in excess of EUR 100,000 per
                  annum;

         (h)      Make any changes in the statutory auditors or accounting
                  reference date;

         (i)      Decide any IPO;

         (j)      Issue or grant any right, option or warrant to subscribe for
                  or otherwise acquire any share of the Company (except to the
                  Founders), except as the same may result from a statutory
                  right to subscribe, or create any stock purchase plans;

         (k)      Designate any person as a Key Employee;

         (l)      Grant dismissal indemnities in addition to those required by
                  applicable law; and

         (m)      Decide, with respect to any Key Employee, whether to exercise
                  the option to require such Key Employee to be bound by its
                  non-compete undertaking as provided in the non-compete
                  agreement attached as EXHIBIT D hereto.

         The Parties shall procure that none of the above-mentioned decisions
         shall be taken with respect to any subsidiary of the Company without
         submitting it to the prior approval of the Board of Directors of the
         Company at the majority defined in this Section 2.3(iii).

(iv)     The Parties undertake to vote against any resolution submitted by any
         Shareholder to any meeting of the shareholders of the Company
         concerning any of the actions listed in paragraphs (ii) and (iii) above
         that has not been approved by the requisite majority of the Board of
         Directors in accordance with paragraphs (ii) and (iii) above.

SECTION 2.4 PROVISION OF INFORMATION

(a)   The Parties shall cause the Board of Directors to cause the Directeur
      General of the Company to provide the Parties with the following
      information:

-     Monthly, within 15 days after the end of each calendar month: balance
      sheet, statement of cash flow and income statement, including a report on
      the material events having occurred during the relevant month and
      including such other information as requested by Investors;

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                                                                              13

-     Quarterly, within 30 days after the end of each calendar term: quarterly
      financial statements (balance sheet, statement of cash flow and income
      statement) un-audited consolidated quarterly financial statements,
      together with a report on recent developments as well as on the financial,
      commercial and technical forecasts of the Company;

-     Yearly, within ninety days after the end of each fiscal year, the annual
      financial statements (balance sheet, statement of cash flow and income
      statement) and, as the case may be, the consolidated annual financial
      statements together with the statutory auditor's report;

-     Yearly, within thirty days prior to the beginning of each fiscal year,
      annual budget relating to the up-coming fiscal year including the income
      statements for each quarter, the monthly cash forecasts, the input/output
      plan in the investment expenditures of the Company and its subsidiaries,
      as the case may be;

-     At the request of any Investors, the Minutes of the Board and
      Shareholder's meeting.

(b)   The Parties shall provide the directeur general of the Company with a copy
      of the executed Representations and Warranties Agreement, and shall
      instruct the directeur general to notify the Parties hereto promptly of
      any fact of which the directeur general has knowledge which is reasonably
      likely to result in a claim for indemnification thereunder as provided
      therein.

(c)   Any Party or Parties that individually or collectively hold more than 10%
      of the share capital of the Company on a non-diluted basis may convene by
      notice to the other Parties that hold more than 10% of the share capital
      of the Company on a non-diluted basis an informational meeting, in which
      all such Parties may participate by telephone or videoconference, to
      discuss the matters set forth in such notice and any other matters
      notified to all such Parties by facsimile at least 24 hours prior to the
      scheduled informational meeting. Such informational meetings shall occur
      at least once every six weeks.

(d)   In addition to the foregoing rights to receive information, each Investor
      may conduct one or more audits of the Company's books, records,
      commercial, financial and strategic documentation on reasonable notice to
      the Company, to be conducted in a manner not to unreasonably interfere
      with the Company's operations. The Investors agree to cooperate reasonably
      with each other in respect of any such audits in order to avoid multiple
      audits. The reasonable costs of one audit per year shall be borne by the
      Company; the costs of any additional audit shall be borne by the Investor
      conducting the audit; provided, that if the Board of Directors in its good
      faith judgment shall determine that the results of the audit were
      materially beneficial to the Company, then the Board of Directors shall
      authorize the reimbursement by the Company of, and the Company shall
      reimburse, the reasonable fees and expenses related to such audit.
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                                                                              14

                      ARTICLE III - CONTRACTUAL UNDERTAKING

The Parties agree that the granting after the date hereof of any Securities to
any employee or manager of the Company shall be conditioned upon the prior
execution by such employee or manager of a French translated version of the
draft Contractual Undertaking attached as EXHIBIT C hereto. Each Party hereby
empowers the President of the Board of Directors to execute, on its behalf, any
such Contractual Undertaking.

                        ARTICLE IV - TRANSFERS OF SHARES

SECTION 4.1 RESTRICTIONS ON TRANSFER

(a)      The following Transfers are not subject to any restriction (provided
         that the assignee, if it is a Third Party, agrees to be bound by this
         Agreement in accordance with Section 13.4 below):

         (i)      Transfers of Securities by any Party to one of its Affiliates,
                  provided that (A) such transferring Party provides reasonable
                  evidence to the other Parties that such transferee is
                  effectively an Affiliate and provided further that, (B) in the
                  event where such Affiliate ceases to be an Affiliate of such
                  Party, the Securities so Transferred shall be Transferred back
                  to the initial Party (in case of failure to do so, the
                  Securities held by such Affiliate would become subject to the
                  provisions of Section 4.5 below); provided, however, that no
                  Founder shall Transfer Securities to his spouse, linear
                  ascendants or linear descendant under this Section 4.1(a)
                  without the prior consent of AGF PE, such consent not to be
                  unreasonably withheld and such consent to be provided, in
                  particular, where such Founder (A) demonstrates that such
                  Transfer is advantageous for such Founder for tax or estate
                  planning purposes, and (B) provides reasonable assurance that
                  such Transfer will not materially negatively affect the
                  management, financial situation or prospects of the Company or
                  the liquidity of the Investors Securities;

         (ii)     Transfers of Securities by any Party that is an investment
                  fund, in preparation for liquidation, to its owners or members
                  or to other investment funds on the secondary market;
                  provided, however, that there are no more than ten such
                  owners, members or other funds;

         (iii)    Transfers of one Share by a Party to a member of the Board of
                  Directors, and Transfer by such member of the Board of
                  Directors back to such Party;

         (iv)     Transfers of Securities in accordance with Section 6.2;

         (v)      Transfers of Securities made in accordance with the provisions
                  of Article V and VIII;

         (vi)     Transfers of Securities by a Founder as may be required by the
                  provisions of the Representations and Warranties Agreement
                  signed on the date hereof;

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                                                                              15

         (vii)    Transfers of Securities by Remote Reward to Alkantz in
                  accordance with the call option agreement referred to in
                  Article X.

         Any Transfer of Security made in accordance with the provisions of this
         Section 4.1 shall be notified to the President of the Board of
         Directors and to the Parties.

         In all other cases, Securities shall only be Transferred in strict
         accordance with all of the terms, provisions and conditions of this
         Agreement.

(b)      In addition to the other restrictions on Transfer set forth herein, as
         an essential condition to the investment of the Investors contemplated
         by the Investment Agreement, each Founder and Remote Reward undertake
         not to Transfer any Security directly or indirectly owned by him or it
         from the date hereof until the earlier of (i) December 31, 2006 or (ii)
         a Listing, except as permitted pursuant to Section 4.1(a) above and in
         the following cases:

         -        in case of a Transfer of at least 95% of the Securities of the
                  Company in accordance with Section 4.6 hereof;

         -        in case of exercise of his or its rights under Section 4.4
                  hereof;

         -        Transfer(s) of up to a maximum number of Shares representing
                  in the aggregate during the above-mentioned period, not more
                  than 10% of the Shares owned by him or it as of the Closing
                  Date.

SECTION 4.2 PRE-EMPTIVE RIGHT

(a)      If one or several Parties (a "TRANSFEROR") receive(s) a Bona Fide Offer
         from a Third Party or a Party, which it (or they) accept(s), subject to
         the rights of the other Parties as provided herein, or addresse(s) a
         Bona Fide Offer to a Third Party or a Party, for all or any portion of
         its (their) Securities (the "OFFERED SECURITIES"), the Transferor shall
         give the President of the Board of the Company and the other Parties
         hereto written notice (the "TRANSFER PROPOSAL NOTICE") of its decision
         to Transfer, together with a copy of the Bona Fide Offer, and shall
         offer (the "TRANSFER PROPOSAL") to sell the Offered Securities to the
         other Shareholders which are Parties hereto (jointly referred to as the
         "OFFEREES"), subject to the provisions of paragraph (b) below, for cash
         consideration and on the other terms contained in the Bona Fide Offer.
         If applicable, the Transfer Proposal Notice shall also contain the
         information needed by any Offeree to exercise its Proportional Co-Sale
         Right and its Tag Along Right.

         If the proposed transferee is a Party, (i) it shall be entitled to
         exercise its Pre-Emptive Right under this Section 4.2(a) as if it were
         an Offeree, (ii) the Transfer Proposal Notice shall indicate whether,
         in case of exercise by any Offeree of its Pre-Emptive Rights, the
         proposed transferee wishes to exercise its Pre-Emptive Rights, and
         (iii) if the proposed transferee so indicates that it wishes to
         exercise its Pre-Emptive Rights, such proposed transferee shall be
         considered to be an Offeree for the purposes of paragraphs (c) to (h)
         hereafter (with the exception of paragraphs (f) to (h)) and, for
         computing purposes, shall be deemed to have exercised its Pre-Emptive
         Right on all the Offered Securities.

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                                                                              16

(b)      Any Offeree that wishes to exercise its Pre-Emptive Right shall have
         thirty (30) days from the date of receipt of the Transfer Proposal
         Notice (the "TRANSFER PROPOSAL DATE") to accept the Transfer Proposal
         by giving written notice to the Transferor and to the President of the
         Board of the Company (the "NOTICE OF ACCEPTANCE"). In the Notice of
         Acceptance the Offeree must specify the number of Offered Securities
         that it wishes to purchase through exercise of its Offeree's
         Pre-Emptive Right and, if applicable, must indicate whether it agrees
         to purchase through the exercise of its Pre-Emptive Right any
         Securities of any Party that exercises its Proportional Co-Sale Right
         or its Tag Along Right. Each Notice of Acceptance shall be
         unconditional and irrevocable, subject to paragraph (d) below.

(c)      Any portion of the consideration for the Offered Shares to be paid in
         accordance with the Bona Fide Offer which is in securities listed on a
         regulated market where the average daily value of transactions on such
         security over the six (6) months preceding the Transfer Proposal Date
         exceeds five hundred thousand euros (EUR 500,000) (it being understood
         that the French Marche Libre shall not be considered as a regulated
         market), shall be deemed to be valued at the average closing price over
         the twenty (20) trading days prior to the Transfer Proposal Date.

(d)      If the consideration to be paid pursuant to the Bona Fide Offer is not
         entirely in cash or in cash and securities listed on a regulated market
         where the average daily amount of transactions on such security over
         the six (6) months preceding the Transfer Proposal Date exceeds five
         hundred thousand euros (EUR 500,000) (it being understood that the
         French Marche Libre shall not be considered as a regulated market), the
         Transferor shall offer to the Offerees, in the Transfer Proposal
         Notice, terms for the payment of consideration by the Offerees for the
         Offered Securities which are substantially equivalent in cash to those
         set out in the Bona Fide Offer. If the Offerees accepting the Transfer
         Proposal believe in good faith that the terms offered by the Transferor
         are not as advantageous as those offered in the Bona Fide Offer
         (hereinafter the "DISSENTING OFFEREES") they may reject such terms by
         so notifying the Transferor and the President of the Board of the
         Company in the Notice of Acceptance. Any Dissenting Offeree must
         provide notice of such rejection to all other Parties hereto. If the
         terms of the offer are not so rejected by any Offeree, they shall be
         deemed accepted all Offerees that accepted the Transfer Proposal.

         If any Dissenting Offeree shall so reject the fairness of the
         consideration proposed by the Transferor, if all Dissenting Offerees
         and the Transferor cannot reach an agreement on the consideration
         within ten (10) days of receipt of the Notice of Acceptance or if the
         Transferor does not withdraw the Transfer Proposal within ten (10) days
         after the expiration of the foregoing ten (10)-day period, then any of
         the Transferor or Dissenting Offerees may request by notice to the
         others that the cash value of the consideration set forth in the Bona
         Fide Offer for all of the Offered Securities shall be determined by an
         expert evaluation as set forth below.

<PAGE>

                                                                              17

         Within 10 days after any such notification, the Transferor, on the one
         hand, and the and the Dissenting Offerees, on the other hand, shall
         each designate by notice to the other an expert, which shall be a
         first-rank investment bank with offices in Paris and with demonstrated
         significant experience in mergers and acquisitions in Europe and in
         particular in the valuation of companies in the telecommunications
         industry with activities in Europe. If either of the Transferor, on the
         one hand, or the Dissenting Offerees, on the other hand, shall fail to
         so designate such an expert, such expert shall be designated by the
         Paris Tribunal de Commerce ruling in refere proceedings, without
         appeal, based on request by the other group, and any other Offeree that
         exercised its Pre-Emptive Right hereunder shall be entitled to be
         heard. Any expert so appointed shall act as a third party within the
         meaning of article 1592 of the French Civil Code, and not as an
         arbitrator.

         The two experts shall be instructed to determine the cash value of the
         consideration set forth in the Bona Fide Offer based on valuation
         methods relevant to the Bona Fide Offer and the entity concerned,
         including, as applicable, the cash requirements of the relevant entity
         and considering the valuation method of price-per-engineer (if the
         relevant entity is in the telecom industry, with consideration given to
         the relative weight of design functions as compared to other activities
         of such the relevant entity and to software engineers as compared to
         hardware engineers) (collectively, the "VALUATION CRITERIA").

         Each expert so designated shall be instructed by the appointing party
         to deliver its determination to all of the Transferor, the Dissenting
         Offerees, any other Offeree that exercised its Pre-Emptive right or its
         Tag-Along Right hereunder and to the Company, together with all
         supporting calculations and justification within fifteen (15) days
         after its appointment. The Parties shall cause the Company to provide
         to both experts all supporting documentation reasonably requested by
         either expert in respect of its determination and shall otherwise
         cooperate with the experts. The Transferor, on the one hand, shall bear
         the fees and expenses of the expert appointed by or on behalf of it,
         and the Dissenting Offerees, on the other hand, shall bear the fees and
         expenses of the expert appointed by or behalf of them.

         If the higher of the valuations of the consideration as determined by
         the two experts does not exceed the lower of the valuations of the
         consideration by an amount equal to or greater than 33% of the lower of
         such valuations of the consideration, then the valuation of the
         consideration shall be deemed to be the average of the two valuations
         of the consideration as determined by the two experts. If, however, the
         higher of the valuations of the consideration as determined by the two
         experts exceeds the lower of such valuations of the consideration by an
         amount equal to or greater than 33% of the lower of such valuations of
         the consideration, then the Transferor and all Offerees shall meet
         within ten (10) days after the receipt of the second expert evaluation
         in order to agree with respect to the Per Share Value. If they shall
         fail to so agree, a third expert shall be designated in accordance with
         the following paragraph.

<PAGE>

                                                                              18

         The third expert shall be appointed by the Paris Tribunal de Commerce
         based on the first request by any of the Transferor or the Dissenting
         Offerees, and shall be a first-rank investment bank with offices in
         Paris, with demonstrated significant experience in mergers and
         acquisitions in Europe and in particular in the valuation of companies
         in the telecommunications industry with activities in Europe and with
         no conflict of interest with any of the Shareholders or of the Company.
         The expert shall be instructed to base its determination of the
         valuation of the consideration on the Valuation Criteria and to deliver
         its determination to the Parties and the Company within fifteen (15)
         days after its appointment. The Parties hereto shall share equally the
         fees and expenses of such expert. The valuation of the consideration
         shall be deemed to be the average of (i) the valuation of the
         consideration as determined by such third expert and (ii) the valuation
         of the consideration determined by one of the two first experts that
         shall be the closest to the valuation of the consideration determined
         by such third expert.

         The cash value of the consideration for the Offered Securities as
         determined by the expert procedure described above shall be binding on
         the Dissenting Offerees and also on the other Offerees.

         If such cash value so determined by the expert procedure is greater
         than 110% of the consideration mentioned in the Transfer Proposal
         Notice, any Offeree that accepted the Transfer Proposal shall be
         entitled to decide not to pursue the purchase of the Offered Securities
         by giving the Transferor notice thereof in writing within ten (10) days
         from the date of determination of the valuation of the consideration as
         set forth above. In such case, if applicable, any such withdrawing
         Offeree shall be entitled to exercise immediately its Proportional
         Co-Sale Right or its Tag Along Right.

         The Transferor shall also be entitled not to proceed with the
         contemplated Transfer by giving the other Parties notice of its
         decision within the ten (10)-day period specified above, if the cash
         consideration for the Offered Securities so determined by the expert
         procedure is less than 90% of the cash consideration set forth
         determined by the Transferor in the Transfer Proposal Notice.

(e)      If the aggregate number of Securities that the Offerees wish to preempt
         pursuant to the Notices of Acceptance (taking into account, if
         applicable, any withdrawal by any Offeree of its Notice of Acceptance
         as permitted pursuant to paragraph (d) above following determination of
         the value of consideration in accordance with the expert procedure) is
         lower than the number of Offered Securities (increased, if applicable,
         by the Securities of any Party that exercises its Tag Along Right),
         this Pre-Emptive Right shall not apply.

(f)      In the event the Pre-Emptive Right does apply in accordance with the
         preceding paragraphs:

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                                                                              19

         (i)      In the event the Transferor is an Investor, the Offered
                  Securities (increased, if applicable, by the Securities of any
                  Party that exercises its Tag Along Right) shall be allocated,
                  as a first-rank right, among the Investors who exercised their
                  Pre-Emptive Rights in accordance with Section 4.2(b) above,
                  pro rata based on the ratio which the number of Shares held by
                  each such Investor bears to the number of Shares held by all
                  Investors who so exercised their Pre-Emptive Rights, but
                  limited, for each such Investor, to the number of Securities
                  it wished to pre-empt based on its Notice of Acceptance.

                  The remaining Offered Securities (increased, if applicable, by
                  the Securities of any Party that exercises its Tag Along
                  Right), if any, shall be allocated, as a second-rank right,
                  among those of the Founders and Remote Reward that exercised
                  their Pre-Emptive Rights in accordance with Section 4.2(b)
                  above, pro rata based on the ratio which the number of Shares
                  held by each of them bears to the number of Shares held by
                  those of them that exercised their Pre-Emptive Rights.

         (ii)     If the Transferor is a Founder or Remote Reward (subject to
                  Section 4.1(b) above), the Offered Securities (increased, if
                  applicable, by the Securities of any Party that exercises its
                  Tag Along Right) shall be allocated, as a first-rank right,
                  among those of the Founders and Remote Reward that exercised
                  their Pre-Emptive Rights in accordance with Section 4.2(b)
                  above, pro rata based on the ratio which the number of Shares
                  held by each of them bears to the number of Shares held by
                  those of them that exercised their Pre-Emptive Rights, but
                  limited, for each of them, to the number of Securities it
                  wished to pre-empt based on its Notice of Acceptance.

                  The remaining Offered Securities (increased, if applicable, by
                  the Securities of any Party that exercised its Tag Along
                  Right), if any, shall be allocated, as a second-rank right,
                  among the Investors that exercised their Pre-Emptive Rights in
                  accordance with Section 4.2(b) above, pro rata based on the
                  ratio which the number of Shares held by each such Investor
                  bears to the number of Shares held by all such Investors who
                  exercised their Pre-Emptive Right.

                  In connection with the allocation of Securities under this
                  Section 4.2(f), Securities shall be rounded off to the closest
                  whole number.

(g)      The purchase price for the Offered Securities which are to be purchased
         by the Offerees who accept said Transfer Proposal in accordance with
         this Section 4.2 shall be payable to the Transferor in cash on the
         later to occur of (i) sixty (60) days after the Transfer Proposal Date
         or (ii) in the event the value of the consideration is rejected by any
         Dissenting Offeree, thirty (30) days after the date on which the
         Transferor and the Offerees agree with respect to such consideration or
         such consideration is conclusively determined in accordance with the
         expert procedure as provided in paragraph (d) above.

<PAGE>

                                                                              20

         Unless otherwise agreed by the Transferor and the Offerees accepting
         the Transfer Proposal, transfer to the Offerees of title to the Offered
         Securities (together with, if applicable, the Securities of the Parties
         who exercise their Proportional Co-Sale Right or their Tag Along Right)
         shall take place concurrently with the payment of the price, at the
         registered office of the Company, during working hours. At that time,
         the Transferor shall deliver the share transfer order required to
         properly transfer the Offered Securities (together with, if applicable,
         the Securities of the Parties who exercise their Proportional Co-Sale
         Right or their Tag Along Right) to the relevant Offerees in
         consideration for payment of the corresponding sale price.

(h)      The Transferor may proceed with the transfer of the Offered Securities
         pursuant to the Bona Fide Offer only if the Pre Emptive Rights
         hereunder do not apply, in accordance with paragraph (e) above;
         provided, that:

         -        the Transfer of the Offered Securities in accordance with the
                  Bona Fide Offer occurs within thirty (30) days after the later
                  to occur of (i) expiration of the 30-day period set forth in
                  Section 4.2(b) for submitting Notices of Acceptance, where
                  there is no Dissenting Offeree, or (ii) in the event the value
                  of the consideration is rejected by any Dissenting Offeree,
                  thirty (30) days after the date on which the Transferor and
                  the Offerees agree with respect to such consideration or such
                  consideration is conclusively determined in accordance with
                  the expert procedure described in paragraph (d) above;

         -        the necessary steps are taken by the Transferor to provide for
                  the exercise of the Proportional Co-Sale Right and Tag Along
                  Right, where applicable; and

         -        if the transferee is not a Party, it shall have duly executed
                  and delivered to the Parties hereto an Agreement to be Bound.

(i)      If the Bona Fide Offer concerns at least 95 % of the share capital of
         the Company on a non-diluted basis, the Parties agree that all time
         limits mentioned in paragraphs (a) to (h) above shall be modified as
         follows:

         -        the Offerees shall have ten (10) days after the date of
                  receipt of the Transfer Proposal Notice to exercise their
                  Pre-Emptive Right and to send the Notice of Acceptance in
                  accordance with paragraph (b);

         -        in case the terms of the Offer are rejected in accordance with
                  paragraph (d), the concerned Parties shall try to reach an
                  agreement on the consideration within three (3) days from the
                  Notice of Acceptance; if they fail to reach an agreement
                  within this three-day period, the price of the Offered Shares
                  shall be determined in accordance with the expert procedure,
                  in accordance with paragraph (d) above, each expert thus
                  appointed being instructed to submit its valuation within 15
                  days after its appointment; in view of the valuation resulting
                  from the expert procedure and in the specific cases provided
                  for in paragraph (d), the concerned Parties shall give notice
                  of their decision not to pursue the purchase or, when
                  applicable, the Transfer of concerned Securities within three
                  (3) days from the date of determination of the valuation of
                  the consideration;

<PAGE>

                                                                              21

         -        payment of the purchase price of the Offered Securities by the
                  Offerees shall take place on the last to occur of (i) fifteen
                  (15) days after the Transfer Proposal Date or (ii) in the
                  event the value of the consideration is rejected by any
                  Dissenting Offeree, five (5) days after the date on which the
                  Transferor and the Offerees agree with respect to such
                  consideration or such consideration is conclusively determined
                  in accordance with the expert procedure described in paragraph
                  (d) above.

         Except for the foregoing modifications to the applicable time limits,
         all other provisions of this Section 4.2 will be applicable without any
         modification.

SECTION 4.3 PROPORTIONAL CO-SALE RIGHT (DROIT DE SORTIE PROPORTIONNELLE)

If, in accordance with Section 4.2(a), the Transferor is a Founder or Remote
Reward, and if the proposed Transfer described in the Transfer Proposal does not
trigger the application of Section 4.4 hereof, each Investor shall be entitled
to choose to participate in said Transfer as follows:

(a)      Each Investor wishing to participate in the Bona Fide Offer (a
         "CO-SELLING INVESTOR"), instead of exercising its Pre-Emptive Right in
         accordance with Section 4.2 of this Agreement, shall so notify the
         Transferor and the President of the Board of the Company in writing
         during the thirty (30) day period set forth in Section 4.2(b) above
         (or, in case the consideration is rejected by a Dissenting Offeree in
         accordance with Section 4.2(d), within ten days after the value of the
         consideration is agreed by the Transferor and the Offerees or is
         determined in accordance with the expert procedure as provided in
         Section 4.2(d)).

(b)      Each Co-Selling Investor shall be entitled, in accordance with the
         terms of the Bona Fide Offer, to Transfer, at the same time and on the
         same terms and conditions as the Transferor, a number of Securities
         equal to the total number of Offered Securities multiplied by a
         fraction, the numerator of which is the total number of Shares held by
         the Co-Selling Investor, and the denominator of which is the aggregate
         number of Shares collectively held by all Co-Selling Investors and the
         Shares held by the Transferor, such that the number of Securities to be
         transferred to the proposed transferee is equal to the number of
         Offered Securities set forth in the Transfer Proposal; provided that
         the Co-Selling Investor may not participate with respect to less than
         such number of Securities so determined.

(c)      In the event any Investor shall not wish to exercise its Proportional
         Co-Sale Right hereunder, then, unless such Investor exercise its
         Pre-Emptive Right hereunder, then the remaining Co-Selling Investors
         may Transfer, in accordance with the terms of the Bona Fide Offer, at
         the same time and on the same terms as the Transferor, such number of
         Shares which such Investor would have been permitted to Transfer
         pursuant to its Proportional Co-Sale Right (the "REMAINING CO-SALE
         SHARES"), each other Investor to be permitted to Transfer a portion of
         such Remaining Co-Sale Shares determined pro rata based on the number
         of Shares held by each other Co-Selling Investor.

The Co-Selling Investors shall not be required to give any representations and
warranties (other than standard non-operational representations and warranties
such as regarding due ownership of the Shares being Transferred and due
authorization to Transfer such Shares), nor agree to any non-compete
undertaking, in connection with the Transfer.

<PAGE>

                                                                              22

In order to ensure that the proposed transferee purchases from all Co-Selling
Investors such number of Securities as determined above, the Transfer of the
Offered Securities to the proposed transferee by the Co-Selling Investors shall
occur simultaneously with such transfer by the Transferor in accordance with
Section 4.2(h) above, failing which the Transferor shall be bound to purchase
the Offered Securities sold by the Co-Selling Investors.

SECTION 4.4 TAG ALONG RIGHT (DROIT DE SORTIE TOTALE)

If, as a result of the Transfer contemplated in the Transfer Proposal (or
successive Transfers over the 12-month period preceding the date of the Transfer
Proposal to the same proposed transferee(s)), the proposed transferee(s) (acting
jointly as that term is defined in article L.233-10 of the Commercial Code)
would have control over 50% or more of the share capital or voting rights of the
Company (on a non-diluted basis), then the following Tag Along Right shall
apply:

(i)      each Party wishing to participate in the Bona Fide Offer (a "TAGGING
         OFFEREE"), instead of exercising its Pre-Emptive Right in accordance
         with Section 4.2 above, shall notify the Transferor and the President
         of the Board of the Company in writing during the thirty (30)-day
         period set forth in Section 4.2(b) above (or, in case the consideration
         is rejected by a Dissenting Offeree in accordance with Section 4.2(d),
         within ten days after the value of the consideration is agreed by the
         Transferor and the Offerees or is determined in accordance with the
         expert procedure as provided in Section 4.2(d)), that it wishes to
         exercise its Tag Along Right provided by this Section 4.4;

(ii)     each Tagging Offeree shall be entitled, in accordance with the terms of
         the Bona Fide Offer, to Transfer, at the same time and on the same
         terms and conditions as the Transferor Shareholder(s) (subject to the
         provisions of Article VI if the Tagging Offeree is an Investor), all or
         a portion of its Securities, at its own choice, to the proposed
         transferee.

In the event the Tag Along Right hereunder is triggered by successive Transfers
of Securities over the 12-month period preceding the date of the Transfer
Proposal, the purchase price to be received by the Tagging Offeree(s) shall be
the higher of (i) the price set forth in the Bona Fide Offer triggering the
application of the Tag Along Right or (ii) the average of the Transfer prices
paid by the proposed transferee pursuant to such previous successive Transfers.

The Tagging Offerees shall not be required to give any representations and
warranties (other than standard non-operational representations and warranties
such as regarding due ownership of the Shares being Transferred and due
authorization to Transfer such Shares) or agree to any non-compete undertaking,
in connection with the Transfer.

<PAGE>

                                                                              23

In order to ensure that the proposed transferee purchases from all Tagging
Offerees the Securities to be sold pursuant to the exercise of the Tag Along
Right above, the Transfer of the such Securities to be sold pursuant to the
exercise of the Tag Along Right above to the proposed transferee by the Tagging
Offerees shall occur simultaneously with the transfer of the Offered Securities
by the Transferor in accordance with Section 4.2(h) above, failing which the
Transferor shall be bound to purchase the Offered Securities sold by the Tagging
Offerees.

SECTION 4.5 TRANSFERS FROM A PARTY TO AN AFFILIATE - CHANGE IN CONTROL

In the event that (i) in accordance with Section 4.1 a Party (the "FORMER
CONTROLLING PARTY") has Transferred part or all of its Securities to an
Affiliate and such Affiliate ceases to be an Affiliate (the "FORMER Affiliate")
of the Former Controlling Party (the Person newly controlling the Former
Affiliate being referred to as the "NEW CONTROLLING PARTY"), (ii) there occurs a
change of control of Remote Reward (the Person formerly controlling Remote
Reward being in such case referred to as the "FORMER CONTROLLING PARTY" and the
Person newly controlling Remote Reward being in such case referred to as the
"NEW CONTROLLING PARTY"), or (iii) MWGL ceases to be wholly owned and controlled
by Mr. Tony Cheung and Mr. Chambers T. Y. Wong, each other Party shall have the
right, during the 24 month period following such event, to exercise its
Pre-Emptive Right and purchase the Securities held by the Former Affiliate,
Remote Reward, or MWGL, as the case may be, in accordance with Section 4.2, as
if the concerned Former Affiliate, Remote Reward, or MWGL had transferred all of
its Securities to a Third Party, with the price to be determined in accordance
with paragraph (c) below and with the pre-empted Securities to be allocated
pursuant to the provisions of Section 4.2(f) among the Offerees who exercise
their pre-emptive rights hereunder.

If the New Controlling Party, as a result of the change of control of the Former
Affiliate, of Remote Reward, or of MWGL, as the case may be, holds more than 50%
of the share capital or voting rights of the Company (on a non diluted basis),
and if a Party does not wish to exercise its Pre-Emptive Right as described
above, such change of control shall trigger the Tag Along Right set forth in
Section 4.4 above, with each such Party (as a Tagging Offeree) being entitled to
sell all the Securities that such Party holds to, at such Party's option, the
Former Affiliate, Remote Reward, or MWGL, as the case may be, or the New
Controlling Party (the "Transferee").

In case of exercise of either the Pre-Emptive Right or the Tag Along Right
provided above, the price of the Securities to be sold shall be the fair market
value of the Securities as agreed by the Former Affiliate, Remote Reward
(provided, that in the event of a change of control of Remote Reward due to the
death of Andre Jolivet, references to Remote Reward in this paragraph shall be
replaced by a reference to Philippe Rechsteiner or, if he shall not be
available, to Patrick Guerillot or, if she shall not be available, to Alain
Jolivet), or MWGL, as the case may be, on the one hand and the Offerees on the
other hand. Failing such agreement, the Former Affiliate, Remote Reward, or
MWGL, as the case may be, shall indicate to the Offerees its estimate of such
fair market value, and such fair market value shall be determined in accordance
with the expert procedure set forth Section 4.2(d) (the two first experts being
appointed in such case by the Former Affiliate, Remote Reward, or MWGL, as the
case may be, on the one hand, and by the Offerees, on the other hand). If the
fair market value as determined in accordance with the expert procedure is less
than 90% of such value as

<PAGE>

                                                                              24

estimated by the Former Affiliate, Remote Reward, or MWGL, as the case may be,
prior to the determination in accordance with the expert procedure, than any
Offeree may elect not to Transfer its Securities, by so notifying to the Former
Affiliate, Remote Reward, or MWGL, as the case may be, prior to the expiration
of the 10-day period after determination of the fair market value in accordance
with the expert procedure.

         Such transfers shall otherwise be in accordance with the provisions set
         forth in Sections 4.2 and 4.4 above.

         Notwithstanding the foregoing, with respect to any Transfer under this
         Section 4.5 pursuant to an exercise of a Pre-Emptive Right (a
         "PRE-EMPTIVE RIGHT TRANSACTION"), in the event there shall be a sale by
         any Party that exercised its Pre-Emptive Right of any Securities (the
         "RE-SELLING PARTY") within nine (9) months following the Pre-Emptive
         Right Transaction, to any third party purchaser (a "RE-SALE
         TRANSACTION") for consideration per Share that exceeds the
         consideration per Share in the Pre-Emptive Right Transaction, then, the
         Re-Selling Party shall pay to the Party that was required to transfer
         shares to the Re-Selling Party in the Pre-Emptive Right Transaction an
         amount equal to a percentage of the difference between the per-Share
         consideration in the Pre-Emptive Right Transaction and the per-Share
         consideration in the Re-Sale Transaction, multiplied by the number of
         shares that were Transferred in the Pre-Emptive Right Transaction, as
         follows (i) if the Re-Sale Transaction occurs within three (3) months
         after the Pre-Emptive Right transaction, such percentage shall be 100%,
         (ii) if such Re-Sale Transaction occurs three (3) months or more after,
         but less than six (6) months after, the Pre-Emptive Right, such
         percentage shall be 66% and, (iii) if such Re-Sale Transaction occurs
         six (6) months or more after, but less than nine (9) months after, the
         Pre-Emptive Right, such percentage shall be 33%.

As soon as any Party has knowledge of any event likely to trigger any of the
pre-emptive or exit rights described in this Article, it shall notify such event
to the President of the Board of the Company, who shall immediately inform the
other Parties.

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                                                                              25

SECTION 4.6 DRAG ALONG RIGHT (SORTIE FORCEE)

(a)      If a Transfer that would give rise to an obligation to send a Transfer
         Proposal would result in the Transfer of 95% or more of the Securities
         of the Company (on a non-diluted basis), then the Transfer Proposal
         shall be sent to all Shareholders and the President of the Board of
         Directors, and such Transfer Proposal may, at the Transferor's option,
         reference the Drag-Along Right provided by this Section 4.6 and the
         Contractual Undertaking. Such a proposed Transfer shall be subject to
         the time limits set forth in Section 4.2(i).

(b)      If Shareholders representing 75 % or more of the Company's capital and
         voting rights (on a non-diluted basis) (hereinafter the "MAJORITY
         SHAREHOLDERS") notify the Transferor and the President of the Board of
         Directors within ten (10) days after the date of the Transfer Proposal
         that they wish to accept such Bona Fide Offer from the proposed
         transferee (the "PURCHASER"), then the Majority Shareholders may then
         provide joint notice to all Shareholders that they wish to exercise the
         Drag Along Right provided by this Section 4.6.

(c)      If, with respect to the proposed Transfer, the Pre-Emptive Rights
         provided under Section 4.2 shall have been validly exercised with
         respect to all of the Offered Securities as provided by Section 4.2(e),
         then (i) the pre-empting Offerees may, at their option, by notice to
         the Parties that are not pre-empting Offerees, elect to exercise a
         drag-along right to purchase all Securities held by such other Parties,
         or (ii) such other Parties may, by notice to the pre-empting Offerees,
         exercise a tag-along right to sell to the pre-empting Offerees all of
         their Securities, in each case on the terms and for the consideration
         set forth in the Transfer Proposal or as determined in accordance with
         Section 4.2(d), as applicable. In each case, the Securities to be
         Transferred to the pre-empting Offerees shall be allocated among the
         pre-empting Offerees pro rata based on the percentage of Offered
         Securities that would otherwise be purchased by such pre-empting
         Offerees. Such Transfers shall occur simultaneously with the Transfer
         pursuant to the Pre Emptive Right as contemplated in Section 4.2(i).

(d)      If, however, with respect to the proposed Transfer, the Pre-Emptive
         Rights provided under Section 4.2 shall not have been validly exercised
         with respect to all of the Offered Securities as provided by Section
         4.2(e), then the Drag Along Right provided herein shall be valid, and
         all Parties shall transfer their securities to the proposed transferee
         upon the terms and conditions, and for the consideration, set forth in
         the Transfer Proposal. Such Transfers shall occur simultaneously on the
         date which is thirty (30) days after the expiration of the 10-day
         period provided in paragraph (b) above, or such other date as may be
         agreed by the transferee and the transferors. The Parties other than
         the Transferor shall not be required to give any representations and
         warranties (other than standard non-operational representations and
         warranties such as regarding due ownership of the Shares being
         Transferred and due authorization to Transfer such Shares) or agree to
         any non-compete undertaking, in connection with the Transfer.

<PAGE>

                                                                              26

         In the event that the proposed transferee wishes to acquire more than
         95 % of the Securities but less than 100% of the Securities of the
         Company, the number of Securities to be sold by the shareholders who
         did not wish to exercise their tag-along right in accordance with
         Article 4.4 above shall be allocated among them on a prorata basis.

         If any Party shall fail to execute its obligations pursuant to this
         Article, the Majority Shareholders may deposit, on an escrow account,
         opened in the books of the Caisse des Depots et Consignations, in the
         name of each defaulting Party, the price for the Securities of the
         defaulting Minority Shareholders. In such event, the mere delivery to
         the Company of the Transfer Proposal referencing their intention to
         exercise the provisions of this paragraph together with the receipt of
         the deposit of the applicable price on an escrow account will be deemed
         to be a valid share transfer form and shall bind the Company to book
         the corresponding transfers on the share transfer register and on the
         shareholders' accounts.

SECTION 4.7 CENTRALIZATION OF THE OFFERS BY THE BOARD OF DIRECTORS

The Parties hereby empower the Board of Directors of the Company to centralize
the notices received by the Parties and to organize the Transfer of Securities
pursuant to the provisions of this Article 4. To this end, copies of all notices
under Article 4 shall be provided to the President of the Board, who shall
notify the Parties, within a five (5)-Business Day period following the
expiration of the thirty (30)-day period indicated in Section 4.2(b) (or, if
applicable, of the ten (10) day period indicated in Section 4.2(d)), if
applicable (as such periods may be shortened as provided in Section 4.2(i), the
result of the centralizing of the offers by the Board of Directors of the
Company (the "RESULT NOTICE"). The Transfer of Securities under this Section 4.7
shall occur within the periods set forth by the Board of Directors in the Result
Notice in application of the terms hereof.

                  ARTICLE V - LISTING OR OTHER LIQUIDITY EVENT

5.1      Without prejudice to the rules of majority under Section 2.3 above to
         decide on such IPO, the Parties hereby declare their common desire, and
         agree that it is their common intention, to achieve an IPO on a
         regulated European or North-American stock exchange operating regularly
         (hereinafter referred to as the "LISTING") or some other commercially
         appropriate transaction pursuant to which the Investors would transfer
         their Shares at a price at least equal to market value on or before
         December 31, 2007.

         No listing of securities of subsidiaries shall occur prior to a
         Listing.

         The Investors shall be entitled to subscribe to Shares in connection
         with any Listing on terms and conditions that are as favorable as the
         most favorable obtained in this regard by any other Shareholder and
         pro-rata to their shareholding in the Company as at the date of the
         Listing or other event, failing which, upon timely notice by any
         Investor, the Company shall not pursue such Listing.

<PAGE>

                                                                              27

         The Company will bear all of its expenses incurred in connection with
         an IPO. If the Company's Securities are listed on a US market, the
         Company will grant to the Investors customary demand and piggyback
         registration rights.

5.2      In case no Listing or transaction pursuant to which the Investors have
         transferred their Shares at a price at least equal to the fair market
         value thereof has occurred on or before December 31, 2007, then, upon
         notice by any Investor to the Parties and the Company on or before
         December 31, 2009, the Investors shall consult and attempt to agree in
         good faith based on a list of candidates proposed by each of the
         Investors and by Remote Reward, with respect to an investment bank,
         which shall be a first-rank investment bank with offices in Paris, with
         demonstrated significant experience in mergers and acquisitions in
         Europe and in particular in the valuation of companies in the
         telecommunications industry in Europe, with no conflict of interest
         with any Party, to be appointed by the Shareholders (hereinafter
         referred to as the "AGENT"). If the Investors are not able to agree
         with respect to the identity of the Agent within 90 days after such
         notice to all Parties, then upon request by any Investor, the Agent
         shall be designated promptly by the President of the Board of Directors
         among the candidates proposed by each of the Investors and Remote
         Reward.

         The Agent shall be appointed to sell 100% of the Securities of the
         Company at the then most advantageous terms, as soon as possible and at
         the latest, if possible, within six (6) months after its appointment.

         Each of the Party shall be entitled to present to the Agent an offer to
         take over 100% of the Securities of the Company.

5.3      Once the Agent has identified one or several potential purchasers
         wishing to acquire the Securities held by the Investors at a price
         calculated prorata based on the market value of 100 % of the Securities
         of the Company, he shall so notify the President of the Board and the
         Parties, such notice to include the identity of the proposed
         purchaser(s), the terms and conditions of the proposed purchase
         (subject to, if applicable, the provisions of Article VI) and the
         number of Securities proposed to be purchased (the "EXIT NOTICE"). If,
         within the ten (10)-day period following the Exit Notice, any Investor
         elects to accept the offer from the potential purchaser (the "ACCEPTING
         SECURITY HOLDERS"), it shall so notify the other Parties (the "OTHER
         SECURITY HOLDERS") and the President of the Board of the Company. If
         the Accepting Security Holders do not collectively accept the offer set
         forth in the Exit Notice with respect to all of the Securities proposed
         to be purchased therein, then the Other Security Holders shall be bound
         to Transfer to the potential purchaser a number of Securities such that
         such potential purchaser is able to purchase all of the Securities set
         forth in the Exit Notice, with each such Other Security Holder being
         bound to Transfer, under the terms and conditions set forth in the Exit
         Notice (subject to, if applicable, the provisions of Article VI), to
         the potential purchaser a number of Securities equal to such deficiency
         multiplied by a fraction, the numerator of which is the number of
         Shares held by such Other Security Holder and the denominator of which
         is the total number of Shares held by such Other Security Holder. The
         Other Security Holders shall not be required to give any
         representations and warranties (other than standard non-operational
         representations and warranties such as regarding due

<PAGE>

                                                                              28

         ownership of the Shares being Transferred and due authorization to
         Transfer such Shares), nor agree to any non-compete undertaking, in
         connection with the Transfer.

         The obligation of any Other Security Holder to Transfer Securities to
         the potential purchaser under the foregoing provisions shall only apply
         if the Transfer of the Securities to the proposed purchaser is
         consummated within three months after date of the Exit Notice.

         The provisions of the Section 4.6(c) shall be applicable mutatis
         mutandis to this provision.

                  ARTICLE VI - ALLOCATION OF TRANSFER PROCEEDS

For the purposes of this Article VI:

-        "TRANSACTION" means (a)(i) the merger or consolidation of the Company
         into or with one or more entities, (ii) the merger or consolidation of
         one or more persons into or with the Company if, in the case of (i) or
         (ii), the Shareholders of the Company prior to such merger or
         consolidation do not retain at least a majority of the voting power of
         the surviving entity (on a non-diluted basis), or (b) the voluntary
         Transfer to another Person of the share capital of the Company if,
         after such Transfer, the Shareholders of the Company prior to such
         Transfer do not retain at least a majority of the voting power of the
         Company (on a non-diluted basis).

-        "PROCEEDS" shall mean the aggregate net proceeds of the Transaction
         received by all Security Holders participating in the Transaction or by
         the Company, as the case may be, whether cash, securities, assets or
         some other form of consideration.

-        "VALUATION OF THE COMPANY" shall mean the valuation for 100 % of the
         share capital of the Company on a Fully Diluted basis taken into
         account in the Transaction to calculate the compensation received by
         the Shareholders for their Shares. (i.e. for instance valuation of the
         Company taken into account to calculate the exchange ratio in case of
         merger or contribution in kind of the Shares).

         In the event the Transaction is not entirely paid in cash, the Founders
         and Remote Reward, on the one hand, and the Investors, on the other
         hand, shall in good faith consult with each other in order to agree
         with respect to the Valuation of the Company. If the Founders and
         Remote Reward, on the one hand, and the Investors, on the other hand,
         are unable to agree with respect to the Valuation of the Company within
         five (5) days after the request of any of the Investors, Remote Reward
         or the Founders, then any of the Founders, Remote Reward or any
         Investor may request by notice to the others that such Valuation of the
         Company be determined in accordance with the expert procedure as
         provided in Section 4.2.(d) above (and in such case the two first
         experts shall be appointed by the Founders and Remote Reward, on the
         one hand, and by the Investors, on the other hand).

<PAGE>

                                                                              29

SECTION 6.1       ALLOCATION OF THE TRANSFER PROCEEDS

In respect of the first Transaction after the date hereof, in which the
Valuation of the Company is less than (i) twenty nine million, nine hundred
sixty six thousand, six hundred seventy euros (EUR 29,966,670) (in the event the
ABSA Shares 2 are subscribed for by the Investors) or (ii) fourteen million nine
hundred eighty-three thousand and three hundred and thirty-five euros (EUR
14,983,335) (in the event the ABSA Shares 2 are not subscribed for by the
Investors), then, in consideration for the risks incurred by the Investors by
subscribing for the ABSA Shares while the Company is in a development stage, the
Parties expressly agree that the Proceeds of the Transaction, shall be allocated
in priority to the Investors as set forth below (the amount to be so allocated
to the Investors or any Investor, the "PREFERENCE AMOUNT"), with the remainder
of the Proceeds to be allocated to the other Shareholders pro rata as if the
priority allocation did not exist:

A -      CALCULATION OF THE PREFERENCE AMOUNT IF THE ABSA SHARES 2 ARE
         SUBSCRIBED FOR BY THE INVESTORS.

         If the ABSA Shares 2 are subscribed for by the Investors, then the
         Preference Amount shall be calculated as follows:

(a)      if the Valuation of the Company is less than ten million euros (EUR
         10,000,000), then:

         (i)      in respect of a Transaction pursuant to which 100% of the
                  share capital is Transferred or a Transaction by way of merger
                  or consolidation, then the Preference Amount to be received by
                  the Investors as a group shall be an amount Y or a portion of
                  the Proceeds of the Transaction valued at Y, as follows:

                           Y = X * 0.8

                               where X equals the Proceeds of the Transaction

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (Y ) * (N/NB)

                               where N equals the number of Shares held by such
                  Investor and NB equals the total number of Shares held by all
                  Investors;

         (ii)     in respect of any Transaction in which less than 100% of the
                  share capital of the Company is Transferred, then the
                  Preference Amount to be received by the Investors as a group
                  shall be an amount Y or a portion of the Proceeds of the
                  Transaction valued at Y, as follows:

                  Y = P (X * 0.8)

                  where X represents the Proceeds of the Transaction, and P
         represents a fraction, the numerator of which is the number of Shares
         Transferred by the Investors

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                                                                              30

         in the Transaction, and the denominator of which is the total number of
         Shares owned by the Investors.

                  the Preference Amount payable to each Investor shall be equal
                           to an amount Z, calculated in Euros:

                  Z = (Y ) * (N/NB)

                  where N equals the number of Shares transferred by such
         Investor in the Transaction and NB equals the total number of Shares
         Transferred by all Investors in the Transaction.

(b)      if the Valuation of the Company in the Transaction is at least ten
         million Euros (EUR 10,000,000), but less than twenty million Euros (EUR
         20,000,000) then:

         (i)      in respect of a Transaction pursuant to which 100% of the
                  share capital is Transferred or a Transaction by way of merger
                  or consolidation, then:

                  -        the Preference Amount to be received by the Investors
                           as a group shall be an amount Y or a portion of the
                           Proceeds of the Transaction valued at Y, as follows:

                           Y = (EUR 6,000,000) + (X * 0.2)

                           where X equals the Proceeds of the Transaction

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (Y) * (N/NB)

                           where N equals the number of Shares held by such
                           Investor and NB equals the total number of Shares
                           held by all Investors.

         (ii)     in respect of any Transaction in which less than 100% of the
                  share capital of the Company is Transferred, then:

                  -        the Preference Amount to be received by the Investors
                           as a group shall be an amount Y or a portion of the
                           Proceeds of the Transaction valued at Y, as follows:

                           Y = (P) * (EUR 6,000,000) + (X * 0.2)

                           where X represents the Proceeds of the Transaction,
                           and P represents a fraction, the numerator of which
                           is the number of Shares Transferred by the Investors
                           in the Transaction, and the denominator of which is
                           the total number of Shares owned by the Investors.

<PAGE>

                                                                              31

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (Y ) * (N/NB)

                           where N equals the number of Shares transferred by
                           such Investor in the Transaction and NB equals the
                           total number of Shares Transferred by all Investors
                           in the Transaction.

(c)      if the Valuation of the Company is at least twenty million Euros (EUR
         20,000,000), but less than twenty nine million, nine hundred sixty six
         thousand and six hundred and seventy euros (EUR 29,966,670) then:

         (i)      in respect of a Transaction pursuant to which 100% of the
                  share capital is Transferred or a Transaction by way of merger
                  or consolidation, then:

                  -        the Preference Amount to be received by the Investors
                           as a group shall be ten million euros (EUR
                           10,000,000) or a portion of the Proceeds of the
                           Transaction valued at ten million euros (EUR
                           10,000,000), and

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (EUR 10,000,000) * (N/NB)

                           where N equals the number of Shares held by such
                           Investor and NB equals the total number of Shares
                           held by all Investors.

         (ii)     in respect of any Transaction in which less than 100% of the
                  share capital of the Company is Transferred, then:

                  -        the Preference Amount to be received by the Investors
                           as a group shall be an amount Y or a portion of the
                           Proceeds of the Transaction valued at Y, as follows:

                           Y = (P) * (EUR 10,000,000)

                           where P represents a fraction, the numerator of which
                           is the number of Shares Transferred by the Investors
                           in the Transaction, and the denominator of which is
                           the total number of Shares owned by the Investors.

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (Y ) * (N/NB)

                           where N equals the number of Shares transferred by
                           such Investor in the Transaction and NB equals the
                           total number of Shares Transferred by all Investors
                           in the Transaction.

<PAGE>

                                                                              32

B -      CALCULATION OF THE PREFERENCE AMOUNT IF THE ABSA SHARES 2 ARE NOT
           SUBSCRIBED FOR BY THE INVESTORS

If the ABSA Shares 2 are not subscribed for by the Investors, then the
Preference Amount shall be calculated as follows:

(a)      if the Valuation of the Company is less than five million Euros (EUR
         5,000,000), then:

         (i)      in respect of a Transaction pursuant to which 100% of the
                  share capital is Transferred or a Transaction by way of merger
                  or consolidation, then the Preference Amount to be received by
                  the Investors as a group shall be an amount Y or a portion of
                  the Proceeds of the Transaction valued at Y, as follows:

                           Y = X * 0.8

                           where X equals the Proceeds of the Transaction

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (Y ) * (N/NB)

                           where N equals the number of Shares held by such
                  Investor and NB equals the total number of Shares held by all
                  Investors;

         (ii)     in respect of any Transaction in which less than 100% of the
                  share capital of the Company is Transferred, then the
                  Preference Amount to be received by the Investors as a group
                  shall be an amount Y or a portion of the Proceeds of the
                  Transaction valued at Y, as follows:

                           Y = P (X * 0.8)

                  where X represents the Proceeds of the Transaction, and P
         represents a fraction, the numerator of which is the number of Shares
         Transferred by the Investors in the Transaction, and the denominator of
         which is the total number of Shares owned by the Investors.

                  the Preference Amount payable to each Investor shall be equal
                           to an amount Z, calculated in Euros:

                           Z = (Y ) * (N/NB)

                  where N equals the number of Shares transferred by such
         Investor in the Transaction and NB equals the total number of Shares
         Transferred by all Investors in the Transaction.

<PAGE>

                                                                              33

(b)      if the Valuation of the Company in the Transaction is at least five
         million Euros (EUR 5,000,000), but less than ten million Euros (EUR
         10,000,000) then:

         (i)      in respect of a Transaction pursuant to which 100% of the
                  share capital is Transferred or a Transaction by way of merger
                  or consolidation, then:

                  -        the Preference Amount to be received by the Investors
                           as a group shall be an amount Y or a portion of the
                           Proceeds of the Transaction valued at Y, as follows:

                           Y = (EUR 3,000,000) + (X * 0.2)

                           where X equals the Proceeds of the Transaction

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (Y) * (N/NB)

                           where N equals the number of Shares held by such
                           Investor and NB equals the total number of Shares
                           held by all Investors.

         (ii)     in respect of any Transaction in which less than 100% of the
                  share capital of the Company is Transferred, then:

                  -        the Preference Amount to be received by the Investors
                           as a group shall be an amount Y or a portion of the
                           Proceeds of the Transaction valued at Y, as follows:

                           Y = (P) * (EUR 3,000,000) + (X * 0.2)

                           where X represents the Proceeds of the Transaction,
                           and P represents a fraction, the numerator of which
                           is the number of Shares Transferred by the Investors
                           in the Transaction, and the denominator of which is
                           the total number of Shares owned by the Investors.

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (Y ) * (N/NB)

                           where N equals the number of Shares transferred by
                           such Investor in the Transaction and NB equals the
                           total number of Shares Transferred by all Investors
                           in the Transaction.

<PAGE>

                                                                              34

(c)      if the Valuation of the Company is at least ten million Euros (EUR
         10,000,000), but less than fourteen million nine hundred eighty-three
         thousand and three hundred and thirty-five Euros (EUR 14,983,335) then:

         (i)      in respect of a Transaction pursuant to which 100% of the
                  share capital is Transferred or a Transaction by way of merger
                  or consolidation, then:

                  -        the Preference Amount to be received by the Investors
                           as a group shall be five million euros (EUR
                           5,000,000) or a portion of the Proceeds of the
                           Transaction valued at five million euros (EUR
                           5,000,000), and

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (EUR 5,000,000) * (N/NB)

                           where N equals the number of Shares held by such
                           Investor and NB equals the total number of Shares
                           held by all Investors.

         (ii)     in respect of any Transaction in which less than 100% of the
                  share capital of the Company is Transferred, then:

                  -        the Preference Amount to be received by the Investors
                           as a group shall be an amount Y or a portion of the
                           Proceeds of the Transaction valued at Y, as follows:

                           Y = (P) * (EUR 5,000,000)

                           where P represents a fraction, the numerator of which
                           is the number of Shares Transferred by the Investors
                           in the Transaction, and the denominator of which is
                           the total number of Shares owned by the Investors.

                  -        the Preference Amount payable to each Investor shall
                           be equal to an amount Z, calculated in Euros:

                           Z = (Y ) * (N/NB)

                           where N equals the number of Shares transferred by
                           such Investor in the Transaction and NB equals the
                           total number of Shares Transferred by all Investors
                           in the Transaction.

SECTION 6.2       MISCELLANEOUS

For the purposes of this Article VI, the Parties agree that, in the event of any
contact with a Third Party in connection with a Transaction, they will inform
the Third Party of the existence of the provisions of this Article VI and of the
resulting allocation of the purchase price.

<PAGE>

                                                                              35

The Parties acknowledge that such Third Party(ies) shall be required as a term
and condition of the Transaction to directly pay to the Investors their share of
the Proceeds determined pursuant to the provisions of this Article and, as a
consequence, the Parties shall refrain from entering into any agreement
providing for a Transaction pursuant to which the Proceeds would not be so
allocated to the Parties in accordance with the provisions of this Article.

If, however, the allocation of the Proceeds directly resulting from the
Transaction cannot, due to requirements of law, be modified to reflect the
foregoing allocation (e.g., contribution in kind of shares, merger), then the
Parties other than the Investors shall be bound to Transfer to the Investors,
upon any Investor's request, prior to the closing of the considered Transaction,
Shares of the Company, at a price of Euro 0.01 per Share, so that, as a result
of the contemplated Transaction and of such Transfers of Shares to the
Investors, each Investor would receive a share of the Proceeds in accordance
with the allocation of Proceeds calculated as mentioned above.

If, for any reason whatsoever, the Transfer of Shares in accordance with the
preceding paragraph has not occurred prior to the closing of the considered
Transaction, the Parties shall immediately upon receipt of the Proceeds
re-allocate such Proceeds among themselves in accordance with the foregoing
allocations.

                ARTICLE VII - ISSUES OF SECURITIES - ANTIDILUTION

It is the intention of the Parties that each Party shall be given the
opportunity to maintain its percentage shareholding in the Company. The Parties
thus undertake not to vote in favor of any resolution submitted to the
shareholders of the Company that would have the effect of extinguishing the
shareholders' preferential subscription right unless each Party shall have been
offered to participate in the relevant transaction so as to maintain its
percentage holding in the Company's equity to the same level as immediately
prior to the such transaction.

<PAGE>

                                                                              36

                        ARTICLE VIII - OTHER COMMITMENTS

SECTION 8.1 FUNDING COMMITMENTS OF REMOTE REWARD

In the event the Board of Directors should determine in good faith at any
meeting of the Board of Directors held after the end of the year 2004 and before
the end of the year 2005 that, as a result of a mere delay in the revenues of
the Company that is not linked to a significant decrease in the amount of
potential sales that are projected in the commercial pipeline of the Company as
compared to the projected figures provided in the business plan attached as
EXHIBIT G OF THE INVESTMENT AGREEMENT), it is unlikely that the Company will be
able to meet its ordinary course cash requirements beyond the forty five
(45)-day period immediately following such meeting, Remote Reward hereby
irrevocably undertakes to grant to the Company one or more shareholders loans
(the "SHAREHOLDER LOANS"), within ten (10) days after a request by the Board of
Directors, such Shareholder Loans to be used by the Company to fund the ordinary
course cash requirements of the Company (at the time of the initial meeting of
the Board of Directors that determined that the cash deficiency exists, as
determined in the amended business plan prepared by the Board of Directors at
such meeting) (the "MONTHLY CASH REQUIREMENT") during the six-month period
following the 45-day period referred to above. The aggregate amount of such
Shareholder Loans shall not exceed the lesser of (i) six (6) times the MONTHLY
CASH REQUIREMENT and (ii) EUR 5,000,000.

Such Shareholder Loans shall bear interest at an annual rate of EURIBOR plus one
base point.

The Shareholder Loans shall be repayable upon demand by Remote Reward on the
later of (i) January 1, 2006 and (ii) the expiration of a ten (10)-month period
following the date of granting of such Shareholder Loan; provided, that Remote
Reward shall not request the repayment of all or any portion of the Shareholder
Loans to the extent such repayment would endanger the financial situation of the
Company and in particular it shall only request repayment to the extent that the
Company has enough cash for such repayment.

The Shareholder Loans shall be repaid by the Company, at Remote Reward's
discretionary option, to be notified to the Company and to all Parties, (i) in
cash, (ii) by compensation with the subscription price to be paid by Remote
Reward to subscribe for new shares to be issued by the Company; such shares
shall be issued at a price to be agreed upon between the Parties, or, failing
such agreement, to be determined in accordance with the expert procedure set
forth in Section 4.2(d) above or (iii) a combination of (i) and (ii).

In the event of liquidation of the Company prior to the repayment in full of the
Shareholder Loans, Remote Reward hereby agrees that its rights to repayment of
the Shareholder Loans (or the remaining unpaid portion thereof) shall be
subordinated to the right of the holders of the Class B Shares to receive the
Liquidation Preference pursuant to Article 19-3(a), (b) or (c), as applicable,
of the amended by-laws of the Company as of the Closing Date.

In the event of a Transaction prior to the repayment in full of the Shareholder
Loans, Remote Reward hereby agrees that its right to repayment of the
Shareholder Loans (or the remaining unpaid portion thereof) shall be
subordinated to the right of the Investors to receive the Preference Amount in
respect of such Transactions, with the result that the Preference

<PAGE>

                                                                              37

Amount in respect of such Transaction shall be calculated as if the Valuation
and the Transfer Proceeds had been increased by the nominal value of the
Shareholder Loans then unpaid by the Company.

As an example for the last paragraph, assuming that (i) the ABSA Shares 2 have
been subscribed for by the Investors, (ii) that a Transaction concerning 100 %
of the share capital of the Company occurs (whereby the Investors would transfer
100 % of their Shares), (ii) the Valuation of the Company in such Transaction is
EUR 15,000,000, (iii) the Transfer Proceeds are EUR 15,000,000 and (iii) the
remaining amount of the Shareholder Loans is EUR 2,000,000,

then the Preference Amount due to the Investors shall be calculated as if there
had been no Shareholder Loans, i.e. as if the Transaction occurred with a
Valuation of EUR 17,000,000, with Transfer Proceeds of EUR 17,000,000 and the
Preference Amount due to the Investors would consequently be EUR 9,400,000
(instead of EUR 9,00,000 if the Valuation and Transfer Proceeds had not been
changed as mentioned above).

SECTION 8.2 COMMITMENTS OF REMOTE REWARD TO THE COMPANY

Remote Reward hereby undertakes to counter-guarantee the guarantee granted by
the Company to the benefit of ANVAR, as reflected in the Interim Financial
Accounts (as defined in the Representations and Warranties Agreement).

Consequently, in the event that the Company is required to pay any amount to
ANVAR pursuant to the guarantee granted to ANVAR by the Company, Remote Reward
hereby undertakes to indemnify and hold harmless the Company, and to pay to the
Company the same amount in cash, within ten (10) days of such payment by the
Company.

SECTION 8.3 NON COMPETE AGREEMENT

The Parties shall use their best efforts to obtain from all Key Employees
designated as such by the Board of Director after the Closing Date the execution
of a French translated version of the draft non-compete agreement attached as
EXHIBIT D hereto.

           ARTICLE IX - REPRESENTATIONS AND WARRANTIES OF THE PARTIES

SECTION 9.1 REPRESENTATIONS AND WARRANTIES OF THE PARTIES

         Each Party represents and warrants to the other Parties as of the date
         hereof and as of the Closing Date:

-        that it is duly established under the law of the jurisdiction in which
         it is established and is in good standing in such jurisdiction;

-        that it has full power and authority to execute and deliver the
         Transaction Documents;

<PAGE>

                                                                              38

-        that the execution and delivery of the Transaction Documents by such
         Party of each Transaction Documents to which it is a party, and the
         performance by such Party of all of its obligations set forth therein
         has been, or prior to the Closing Date will be, duly authorized and
         approved by all requisite corporate action, except for such actions
         that are specifically intended by the terms of the Transaction
         Documents to be approved after the Closing Date;

-        that the Transaction Documents to which such Party is a party, when
         executed and delivered, taking into account their respective effective
         dates, will be valid and binding obligations of such Party in
         accordance with their terms and will not breach any legal or regulatory
         provisions nor any organizational documents of such Party; and

-        that the execution and delivery of the Transaction Documents to which
         such Party is a party by such Party do not conflict with and will not
         result in any default, violation, modification, suspension or
         termination of any contract or undertaking to which such Party is a
         party.

SECTION 9.2 REPRESENTATION AND WARRANTY OF MWGL

         MWGL hereby represents that it is 100% owned and controlled by Mr.
         Chambers Wong and Mr. Tony Cheung.

              ARTICLE X - RESTRICTIONS CONCERNING OTHER AGREEMENTS

No Party hereto shall enter into any agreement or contract with any other Person
(including any Party hereto) concerning the management or business of the
Company or the Securities, including but not limited to contracts or agreements
concerning the purchase, sale or voting of any Securities which are contrary
hereto.

Notwithstanding the foregoing, Alkanz Co. Ltd. has been or will be appointed to
act as an intermediary for the completion of the Investment pursuant to a
Consultancy Agreement among the Company, Alkanz Ltd. and Remote Reward. Pursuant
to such agreement, Alkanz Ltd. is entitled to receive (i) a fee payable in cash
in an amount of EUR 63,654 upon completion of the First Capital Increase by MWGL
and EUR 63,861 upon subscription by MWGL for the ABSA Shares 2, and (ii) 16,197
ordinary shares upon completion of the First Capital Increase and 5,669 ordinary
shares upon subscription by MWGL for the ABSA Shares 2 or exercise of the
Warrants 2004. The cash portion of the fees shall be paid by the Company and the
share portion shall be assumed by Remote Reward by execution of a call option
agreement between Alkanz Co. Ltd. and Remote Reward.

<PAGE>

                                                                              39

                  ARTICLE XI - GOVERNING LAW - CHOICE OF FORUM

SECTION 11.1 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with French law.

SECTION 11.2 CHOICE OF FORUM

Any dispute arising out of or relating to this Agreement shall be submitted to
the jurisdiction of the competent court in the jurisdiction of the Court of
Appeals of Paris, to which the Parties hereby irrevocably consent.

                               ARTICLE XII - TERM

SECTION 12.1 TERM

This Agreement shall be in effect as from the Closing Date, and shall not take
effect if the Investment Agreement shall be validly terminated in accordance
with its terms.

The provisions of this Agreement shall expire ten (10) years as from the Closing
Date.

SECTION 12.2 TERMINATION

(a)      This Agreement shall terminate with respect to a Party whenever that
         Party ceases being a Security Holder (otherwise than as a result of a
         Transfer to an Affiliate), provided, that this shall not affect the
         rights of any other Party.

(b)      In addition, this Agreement shall terminate by operation of law upon an
         IPO of the Securities of the Company.

                     ARTICLE XIII - MISCELLANEOUS PROVISIONS

SECTION 13.1 NOTICES

Any notice, request, formal notice or other communication pursuant to the
provisions of this Agreement ("NOTICE") shall be made in writing to the
addresses mentioned below and shall be deemed to have been properly served: (i)
on the date of delivery, in the case of delivery by hand to the Party on which
notice must be served; (ii) for all Parties other than the Founders, on the date
of transmission, in the case of transmission by fax, followed by telephone
confirmation of receipt immediately following completion of the transmission; or
(iii) on the third day following pre-paid delivery by a recognized international
express courier service (e.g., DHL). The addresses for Notice to the Founders
shall be the residential addresses set forth on page 1 of this Agreement. Any
Party may change its address or the name of the addressee for purposes of this
Article 13.1 by sending the other Parties a written notice of its new address in
the manner provided above.

<PAGE>

                                                                              40

Party:            AGF Innovation 3, AGF Innovation 4 or AGF Innovation 5, notice
                  to be sent to AGF PE at the following address:
Address:          11, rue Scribe, BP 293
                  75425 Paris Cedex 09

Attention:        Guillaume Lautour / Benoit Grossmann
Tel:              01 58 18 56 56
Fax:              01 42 65 56 81

Party:            Mighty Wealth Group Limited
Address:          Unit B3, 22/F, Unimix Ind. Centre, 2 Ng Fong Street,
                  San Po Kong, Kowloon, Hong Kong

Attention:        Tony Cheung
Tel:              852-2649-3739
Fax:              852-2648-8806

Party:            Nam Tai Electronics, Inc.
Address:          c/o Nam Tai Group Management Ltd.
                  15/F., China Merchants Tower,
                  Shun Tak Centre,
                  168-200 Connaught Road Central
                  Hong Kong

Attention:        Joseph Li
Tel:              (852) 2263 1218
Fax:              (852) 2263 1223

Party:            REMOTE REWARD
Address:          4 ter, rue de l'Ouest, 92100 Boulogne
Attention:        President (Andre Jolivet)
Tel:              01.41.10.29.10
Fax:              01.41.10.29.28

SECTION 13.2 ENTIRE AGREEMENT

This Agreement, with its exhibits, set forth the entire agreement of the Parties
with respect to the business referred to herein. Those documents shall prevail
over any negotiations, discussions, communications, understandings or prior
agreements between the Parties relating to the subject matter of this Agreement
and over any earlier drafts of the Agreement which are all subsumed in these
documents.

On the Closing Date, this Agreement shall supersede and render null and void any
other agreements existing between some or all of the Parties governing their
relationships as Security Holders of the Company (except for the Contractual
Undertakings executed in accordance with Article III above).

<PAGE>

                                                                              41

SECTION 13.3 SUPPLEMENTARY AGREEMENTS; WAIVERS

No supplementary agreement or amendment to this Agreement shall be valid unless
memorialized by a writing signed by the Parties hereto.

Waiver by a Party of any condition or waiver of enforcement of a breach of any
provision, term or covenant contained in this Agreement at one or more times
shall not be considered or construed as a recurring or continuing waiver of that
condition or of the right to enforce a breach of any other provision, term or
covenant of this Agreement.

SECTION 13.4 SUCCESSORS, HEIRS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES

This Agreement shall inure to the benefit of and be binding on the Parties and
their respective successors, heirs and assigns, regardless of whether they are
minors or otherwise under a disability, provided however that unless otherwise
expressly provided for herein, no Party may assign or delegate any of the
obligations created under this Agreement without the prior written consent of
the other Parties.

If a Third Party or an Affiliate should acquire Securities previously held by a
Party, said Third Party or Affiliate, as the case may be, shall have the same
obligations and, provided that the Securities were acquired fully in compliance
with this Agreement, the same rights as the original Party, and to this effect,
shall sign an Agreement to be Bound. Any such Third Party or Affiliate, as well
as any Third Party or Affiliate that becomes an owner of newly issued
Securities, shall be required to sign an Agreement to be Bound.

In addition, no issuance of Securities to the benefit of a Third Party shall be
decided by the Parties until such Third Party duly executes an Agreement to be
Bound. Prior to the execution of any such Agreement to be Bound, the Parties
shall agree on the rights and obligations of the Third Party under this
Agreement.

For practical reasons, the Parties empower the President of the Board of the
Company to execute, on their behalf, the Agreement to be Bound with the
potential transferee or subscriber of new Shares of the Company.

SECTION 13.5 GENERAL COVENANT

The Parties hereto shall sign and deliver all documents, provide all information
and take or prevent the taking of all measures that may be necessary or
appropriate to achievement of the purpose of the objects of this Agreement.

<PAGE>

                                                                              42

SECTION 13.6 SEVERABILITY

This Agreement shall be deemed severable and the fact that any term or provision
hereof may be invalid or impossible to perform shall not affect the validity or
enforceability of this Agreement or of any other term or provision hereof. In
addition, the Parties shall replace any invalid or unenforceable term or
provision hereof with a valid and enforceable provision as similar as possible
to the invalid or unenforceable provision.

SECTION 13.7 ELECTION OF DOMICILE

For the performance hereof, the Parties elect domicile at their respective
domiciles or principal offices as first above written.

SECTION 13.8 CONFIDENTIALITY

The Parties undertake to keep this Agreement strictly confidential, and no Party
shall disclose or permit the disclosure of the existence or of all or any part
of this Agreement to any third party except (i) with the prior consent of the
other Parties, (ii) in the case of litigation between the Parties (and then only
to the extent required to be disclosed in connection with the proceedings and
pleadings related to such litigation), (iii) to the extent disclosure is
required by any law or regulation, including disclosure to any regulatory
authorities, or (iv) to the Parties' legal counsels.

Each Investor undertakes to maintain the confidentiality of any confidential
information or trade secrets of the Company made known to such Investor by
virtue of its investment in the Company or its representation on the Board of
Directors and shall not divulge such confidential information or trade secrets
to any third party except (i) with the prior consent of the other Parties, (iii)
to the extent disclosure of such information is required by any law or
regulation, including disclosure to any regulatory authorities or (iv) to such
the Investor's legal counsel.

                  [Remainder of page intentionally left blank]

<PAGE>

                                                                              43

IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the
date first set forth above.

In nine (9) original copies,

---------------------------                      -------------------------------
Alain Jolivet                                    Andre Jolivet

REMOTE REWARD                                    AGF INNOVATION 3

By:   /s/ Andre Jolivet
      -----------------------                    By: AGF Private Equity
Name: Andre Jolivet

                                                     By: /s/ Guillaume Lautour
                                                         -----------------------
                                                         Name: Guillaume Lautour

AGF INNOVATION 4                                 AGF INNOVATION 5

By:  AGF Private Equity                          By:  AGF Private Equity

     By: /s/ Guillaume Lautour                      By: /s/ Guillaume Lautour
         ------------------------                       -----------------------
         Name: Guillaume Lautour                        Name: Guillaume Lautour

Mighty Wealth Group Limited                      Nam Tai Electronics, Inc.

By: /s/ Tony Cheung                              By: /s/ Joseph Li
    -----------------------                          -------------------------
    Name: Tony Cheung                                Name: Joseph Li

STEPMIND S.A.

By:   /s/ Alain Jolivet
      ------------------------
Name: Alain Jolivet

<PAGE>

                                                                              44

                                LIST OF EXHIBITS

EXHIBIT A         Allocation of the share capital (i) as of the date hereof
                  and (ii) immediately prior to the Closing Date

EXHIBIT B         Allocation of the share capital (i) immediately after the
                  consummation of the First Capital Increase and (ii)
                  immediately after the consummation of the Second Capital
                  Increase

EXHIBIT C         English draft of the Contractual Undertaking to be executed in
                  French

EXHIBIT D         English draft of the non-compete agreement to be executed in
                  French by Key Employees

<PAGE>

                                                                  EXECUTION COPY

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

                         REPRESENTATIONS AND WARRANTIES

                                    AGREEMENT
                                  BY AND AMONG

                                AGF INNOVATION 3
                                AGF INNOVATION 4
                                AGF INNOVATION 5

                           MIGHTY WEALTH GROUP LIMITED

                            NAM TAI ELECTRONICS, INC.

                                       AND

                                  ANDRE JOLIVET

                                REMOTE REWARD SAS

                            DATED: NOVEMBER 27, 2003

CONFIDENTIAL

<PAGE>

                                                                               2

                          REPRESENTATION AND WARRANTIES
                                    AGREEMENT

This Representations and Warranties Agreement (this "AGREEMENT") is entered into
on the 27th day of November 2003,

AMONG THE UNDERSIGNED:

-        AGF INNOVATION 3, AGF INNOVATION 4 AND AGF INNOVATION 5,

         fonds communs de placement dans l'innovation, each represented by its
         managing company, AGF Private Equity, a French societe par actions a
         directoire et conseil de surveillance with a share capital of Euros
         1,000,000, with its registered office at 11, rue Scribe, BP 293, 75425
         Paris Cedex 09, registered in the Commercial Registry under the number
         414 735 175 RCS Paris (collectively referred to as "AGF PE"),
         represented by Mr. Guillaume Lautour, duly empowered for the purpose
         hereof,

-        MIGHTY WEALTH GROUP LIMITED,

         an international business company incorporated in the British Virgin
         Islands, with a share capital of USD 50,000, with its registered office
         at Palm Grove House, P.O. Box 438, Road Town, Tortola, BVI, registered
         under the number 565041, represented by Mr. Tony Cheung, in his
         capacity as Director,

                                                           (hereinafter "MWGL"),

-        NAM TAI ELECTRONICS INC.

         a company incorporated in the British Virgin Islands, under
         registration number 3805, with its registered office at McW. Todman &
         Co., McNamara Chambers, P.O. Box 3342, Road Town, Tortola, British
         Virgin Islands, represented by Mr. Joseph Li, in his capacity as chief
         executive officer,

                                                        (hereinafter "NAM TAI"),

         (hereinafter collectively referred to as the "INVESTORS" and
         individually as an "INVESTOR"),

<PAGE>

                                                                               3

AND:

-        MR. ANDRE JOLIVET,

         a French national, born on July 4, 1962 in Quimper, residing at 47, rue
         Henri Tariel 92130 Issy les Moulineaux ,

                                                    (hereinafter "THE FOUNDER"),

-        REMOTE REWARD SAS,

         a French societe par actions simplifiee with a share capital of Euros
         90,481,410, with its registered office at 4 ter rue de l'Ouest, 92100
         Boulogne, registered in the Commercial Registry under the number
         433458304 RCS Nanterre, represented by Mr. Andre Jolivet, in his
         capacity as President,

                                                  (hereinafter "REMOTE REWARD"),

         (The Founder and Remote Reward being hereinafter collectively referred
         to as the "GUARANTORS").

         (The Guarantors and the Investors being hereinafter collectively
         referred to as the "PARTIES" and individually as a "PARTY").

WHEREAS:

1.       STEPMIND is a French societe anonyme, with a registered capital of
         Euros 34,709,907.90, having its registered office at 4 ter, rue de
         l'Ouest, 92100 Boulogne, registered with the Registry of Commerce and
         Companies under number 432 237 949 RCS Nanterre (hereinafter the
         "COMPANY"). The Company was incorporated on June 19, 2000.

2.       The Company is engaged primarily in the business of the design and
         development of baseband integrated circuits, radio frequency integrated
         circuits (transceivers), as well as system and protocol stacks that
         address Wide Area Networks (GSM/GPRS/EDGE) and Wireless Local Area
         networks (802.11a, 802.11b, 802.11g, hiperlan 2) standards (the
         "BUSINESS").

3.       On the date hereof, the Company's share capital consists of 6,463,670
         shares, all of the same category, with a par value of Euros 5.37 each.

<PAGE>

                                                                               4

         Following the authorization by the Company's extraordinary
         shareholders' meeting on June 19, 2002, the Board of Directors of the
         Company granted on June 19, 2002, November 26, 2002 and June 18, 2003,
         respectively, 915,471, 76,060 and 32,140 employee warrants (Bons de
         Souscription de Parts de Createur d'Entreprise) (the "EMPLOYEE
         WARRANTS"), 1,012,683 of which remain validly granted as of the date
         hereof.

4.       The Board of Directors of the Company called on October 22, 2003 a
         general meeting, to be held on November 12, 2003, to decide on (i) a
         reduction in the share capital of a total amount of Euros 9,943,063.561
         by reduction of the par value of the shares from Euros 5.37 to Euros
         3.8317 (to offset past losses of the Company) and on (ii) a reduction
         in the share capital of a total amount of Euros 24,702,207.64 by
         reduction of the par value of the shares from Euros 3.8317 to Euro 0.01
         by allocation of such amount to a special "premium" account.

5.       Subject to certain conditions being met, the Investors desire to
         participate in an investment in the Company (hereinafter the
         "INVESTMENT") for an aggregate maximum amount of fifteen million one
         thousand six hundred eighty-two Euros and fifty-eight (EUR
         15,001,682.58). Pursuant to the terms and conditions defined in the
         investment agreement executed on the date hereof between the Parties
         and Alain Jolivet (the "INVESTMENT AGREEMENT"), the Investors have
         agreed to subscribe for an aggregate of 3,858,678 actions a bons de
         souscription d'actions (the "ABSA SHARES"), to be subscribed for in two
         installments:

         -        subscription by the Investors for an aggregate of 2,858,280
                  ABSA Shares 1 for a total subscription price of EUR
                  7,488,693.60 (the "TRANCHE 1 INVESTMENT");

         -        depending on the circumstances, either (i) subscription by the
                  Investors for an aggregate of 1,000,398 ABSA Shares 2, for a
                  total subscription price of EUR 7,502,985, or (ii) exercise by
                  the Investors of their Warrants 2004, giving the Investors the
                  right to subscribe for an aggregate of 1,000,398 ABSA Shares 3
                  (the "TRANCHE 2 INVESTMENT").

6.       The Parties have also executed on the date hereof a shareholders'
         agreement (the "SHAREHOLDERS' AGREEMENT") which shall enter into force
         on the Closing Date (as defined below).

         Unless otherwise specified, the transactions described above shall be
         referred to as the "TRANSACTIONS".

7.       In consideration of their Investment, the Investors requested the
         Guarantors to make certain representations and warranties with respect
         to the Company's activities, assets and liabilities which are set forth
         in this Agreement. This Agreement shall enter into force on the Closing
         Date.

8.       The purpose of this Agreement is to set forth the terms and conditions
         of such representations and warranties and indemnification therefor in
         the case of inaccuracies therein.

<PAGE>

                                                                               5

NOW, THEREFORE, the Parties hereto agree as follows:

1.       CERTAIN DEFINITIONS

For the purposes of this Agreement, including the above recitals, the following
terms shall mean:

"ABSA SHARES"                       has the meaning ascribed to it in the
                                    recitals and shall include, as the context
                                    requires, reference to the ABSA Shares 1,
                                    the ABSA Shares 2 and/or the ABSA Shares 3;

"ABSA SHARES 1"                     has the meaning ascribed to it in the
                                    Investment Agreement;

"ABSA SHARES 2"                     has the meaning ascribed to it in the
                                    Investment Agreement;

"ABSA SHARES 3"                     has the meaning ascribed to it in the
                                    Investment Agreement;

"AGREEMENT"                         means the present agreement and its
                                    Schedules;

"ALKANZ AGREEMENT"                  has the meaning ascribed to it Section
                                    2.3.4;

"BENEFIT PLANS"                     has the meaning ascribed to it in Section
                                    2.16.2;

"BUSINESS"                          has the meaning ascribed to it in paragraph
                                    2 of the recitals;

"CLAIM"                             has the meaning ascribed to it in Section
                                    3.3;

"CLAIM NOTICE"                      has the meaning ascribed to it in Section
                                    3.3;

"CLOSING DATE"                      means the date on which the ABSA Shares 1
                                    shall be subscribed for and fully paid up by
                                    the Investors, in accordance with the
                                    Investment Agreement;

"CONTRACTS"                         has the meaning ascribed to it in Section
                                    2.17;

"DAMAGES"                           has the meaning ascribed to it in Section
                                    3.1;

"EMPLOYEES"                         has the meaning ascribed to it in Section
                                    2.16.1;

"EMPLOYEE WARRANTS"                 has the meaning ascribed to it in the
                                    recitals of this Agreement;

"ENCUMBRANCES"                      means any and all pledges, claims,
                                    privileges, liens, mortgages, charges,
                                    community property interests, security
                                    interests, "nantissements", "hypotheques",
                                    "privileges", "suretes", or similar
                                    encumbrances, as well as any "servitudes",
                                    or easements, provided, that

<PAGE>

                                                                               6

                                    the term "Encumbrance" shall not include any
                                    license;

"FINANCIAL ACCOUNTS"                has the meaning ascribed to it in Section
                                    2.9.1 of this Agreement;

"FULLY DILUTED"                     refers to the capital of the Company, on an
                                    as-if-converted basis, i.e. assuming that
                                    all securities giving right to a portion of
                                    the capital and/or voting rights of the
                                    Company have been exercised, except for the
                                    Warrants and the Warrants 2004 (as such
                                    terms are defined in the Investment
                                    Agreement) attached to the ABSA shares;

"GOVERNMENTAL AUTHORITY"            means any domestic or foreign court or other
                                    judicial authority or governmental,
                                    regulatory or administrative body,
                                    department, agency, commission, authority or
                                    instrumentality;

"GUARANTEE"                         means any obligation or undertaking, which
                                    may be in the form of a written guarantee,
                                    letter of comfort or letter of intent
                                    relating thereto, contingent or otherwise,
                                    of any person, directly or indirectly, (i)
                                    to guarantee the indebtedness of any other
                                    person, (ii) to indemnify or hold harmless
                                    any other person or (iii) to pay money to a
                                    third party for the benefit of another
                                    person;

"INTELLECTUAL PROPERTY RIGHTS"      has the meaning ascribed to it in Section
                                    2.13;

"INVESTMENT AGREEMENT"              has the meaning described to it in paragraph
                                    5 of the recitals;

"JUDGMENTS"                         means any judgments, orders, injunctions,
                                    writs, decrees, rulings or awards of any
                                    court, arbitrator or other Governmental
                                    Authority;

"KNOWLEDGE OF THE GUARANTORS"       means after due inquiry by the Guarantors,
                                    in order to verify the accuracy of the
                                    representations and warranties by the
                                    Guarantors herein, of (i) with Alain
                                    Jolivet, in his capacity as directeur
                                    general of the Company and (ii) each other
                                    manager of the Company reasonably likely in
                                    view of his/her functions to have knowledge
                                    with respect to the subject matter of any
                                    particular representation and warranty;

"LAW"                               means any applicable laws, regulations,
                                    directives, statutes and rules of any
                                    Governmental Authority;

<PAGE>

                                                                               7

"MATERIAL ADVERSE EFFECT"           when used with respect to any event,
                                    circumstance, condition, fact, effect, or
                                    other matter, shall mean that such event,
                                    circumstance, condition, effect or other
                                    matter is reasonably likely to have a
                                    negative material effect on:

                                    (i)      the current or prospective
                                             business, assets, financial
                                             condition, results or operations of
                                             the Company taken as a whole; or

                                    (ii)     the ability of a Party or of the
                                             Company to fulfill on a timely
                                             basis any material obligation under
                                             this Agreement or to carry out the
                                             Transactions;

                                    but there shall be excluded therefrom any
                                    effect resulting from (i) any change after
                                    the date of this Agreement in the Law,
                                    French Generally Accepted Accounting
                                    Principles (French GAAP) or interpretations
                                    thereof, or (ii) changes in exchange rates,
                                    interest rates or in economic, business or
                                    financial market conditions generally;

"NET CASH POSITION"                 means, (i) the sum of the following line
                                    items in the Company's balance sheet:
                                    valeurs mobilieres de placement, creances
                                    (clients et comptes rattaches), creances
                                    (autres creances) et disponibilites, minus
                                    (ii) the total Dettes set forth in the
                                    Company's balance sheet (not including
                                    dettes fiscales et sociales);

"ORGANIZATIONAL DOCUMENTS"          when used with respect to any Person having
                                    legal personality, shall mean its statuts,
                                    articles of incorporation, by-laws or
                                    similar constitutive document;

"PERMITS"                           means any permits, authorizations,
                                    approvals, registrations and licenses
                                    granted by or obtained from any Governmental
                                    Authority;

"PERSON"                            means a natural person, company,
                                    partnership, economic interest group,
                                    association, trust or unincorporated
                                    organization, or a government or any agency
                                    or political subdivision thereof;

"PREMISES"                          means the premises that the Company uses to
                                    carry on its Business;

"PROCEEDING"                        means any claim, action, suit, dispute or
                                    legal, administrative, arbitration or other
                                    alternative dispute resolution proceeding or
                                    investigation (whether civil, criminal or
                                    administrative);

"REPRESENTATIVE OF THE              means Andre Jolivet, who is appointed by
GUARANTORS"                         each of the Guarantors to act on behalf of
                                    the Guarantors for the exercise of the
                                    Guarantee;

<PAGE>

                                                                               8

"REPRESENTATIVE OF THE              means AGF PE, who is appointed by each of
INVESTORS"                          the Investors to act on behalf of the
                                    Investors for the exercise of the Guarantee;

"SECOND CLOSING DATE"               means the consummation of the Tranche 2
                                    Investment;

"SHAREHOLDERS' AGREEMENT"           has the meaning ascribed to it in paragraph
                                    6 of the recitals of this Agreement;

"SHARES"                            has the meaning ascribed to in Section
                                    2.3.1;

"ST AGREEMENT"                      has the meaning ascribed to in Section
                                    2.17.1;

"TAX"                               means taxes, duties, levies, fees,
                                    assessments and governmental charges of any
                                    kind, whether payable directly or by
                                    withholding, including without limitation,
                                    income, franchise, property, sales, customs,
                                    value added, employment, gains, and social
                                    security taxes and charges due to any
                                    mandatory scheme (including in respect of
                                    pension and retirement contributions, family
                                    allowance contributions and all other
                                    contributions assessed on salaries),
                                    together with any interest, penalties or
                                    additions to tax with respect thereto,
                                    imposed by any Governmental Authority;

"TRANCHE 1 INVESTMENT"              has the meaning ascribed to it in the
                                    recitals;

"TRANCHE 2 INVESTMENT"              has the meaning ascribed to it in the
                                    recitals;

 "TRANSACTION DOCUMENTS"            means any of the following documents:

                                    -        this Agreement,

                                    -        the Shareholders' Agreement,

                                    -        the Investment Agreement;

"TRANSACTIONS"                      has the meaning ascribed to it in the
                                    recitals;

"WARRANTS"                          has the meaning ascribed to it in the
                                    Investment Agreement;

"WARRANTS 2004"                     has the meaning ascribed to it in the
                                    Investment Agreement.

2.       REPRESENTATIONS AND WARRANTIES

The Guarantors represent and warrant to the Investors that both as of the date
hereof and as of the Closing Date (or, only as specifically provided below, as
of the Second Closing Date):

2.1      AUTHORIZATION - POWER AND AUTHORITY

2.1.1    The Guarantors have full power and authority to execute and deliver the
         Transaction Documents.

<PAGE>

                                                                               9

2.1.2    The execution and delivery of this Agreement and the other Transaction
         Documents has been, and the implementation by the Company of all
         actions resulting from the Transaction Documents has been, or prior to
         the Closing Date will be, duly authorized and approved by all requisite
         corporate action, except for such actions that are specifically
         intended by the terms of the Transaction Documents to be approved after
         the Closing Date.

2.1.3    This Agreement and the other Transactional Documents, when executed and
         delivered, taking into account the effective date set forth herein and
         therein, will be valid and binding obligations of the Guarantors in
         accordance with their terms and will not breach any legal or regulatory
         provisions nor any Organizational Documents of the Company or of Remote
         Reward. The execution and delivery of this Agreement and the
         Transaction Documents do not conflict with and will not result in any
         default, violation, modification, suspension or termination of any
         contract or undertaking to which the Guarantors or the Company is a
         party.

2.2      DUE INCORPORATION AND MANAGEMENT

         The Company is duly and validly incorporated under French Law as a
         societe anonyme. Its Organizational Documents are in compliance with
         applicable Law.

         The corporate bodies of the Company were validly appointed and have
         validly operated, and all decisions by the aforesaid corporate bodies
         have been made in accordance with applicable Law.

         With the exception of the Shareholders' Agreement, there is no
         agreement relating to the management of the Company.

         The Company has all requisite corporate power, authorizations and
         authority to own its properties and assets and to carry on the Business
         as conducted as of the date hereof.

2.3      THE SHARES

2.3.1    The share capital of the Company prior to the completion of the Tranche
         1 Investment, will be of an amount of EUR 64,636.70, consisting of
         6,463,670 ordinary shares (the "SHARES"), with a nominal value of EUR
         0.01 per share. All such shares are validly issued, fully paid and,
         other than as contemplated in the Transaction Documents, free from any
         Encumbrances. The allocation of the share capital on a Fully Diluted
         basis (i) as of the date hereof, and (ii) immediately prior to the
         completion of the Tranche 1 Investment, is described in SCHEDULE 2.3.1.
         The Shares and the Employee Warrants are the only outstanding interests
         in the share capital of the Company.

2.3.2    None of the Shares have been issued and, to the Knowledge of the
         Guarantors, none of the Shares have been transferred, in violation of
         any pre-emptive or similar rights of any other Person or of any
         securities law of any jurisdiction applicable to such issuance.

<PAGE>

                                                                              10

         Since the incorporation of the Company, no interim dividend or other
         distribution has been declared on the Shares or has been paid or agreed
         to be paid from the reserves of the Company.

         All Shares give right to one single voting right and to dividends in
         proportion to the share capital that such shares represent.

         All Shares give right to the same rights and there exist no statutory
         or extra-statutory provisions relating to double voting rights or to
         the limitation of the voting right in the shareholders meetings of the
         Company.

         With the exception of the provisions of the Shareholders' Agreement and
         except as provided in the current statuts of the Company, the Shares
         are transferable, subject to no restrictions.

2.3.3    SCHEDULE 2.3.3 sets forth the accurate share capital of the Company on
         a Fully Diluted basis (i) immediately following subscription for the
         ABSA Shares 1 in accordance with the terms of the Investment Agreement
         and (ii) immediately following the Second Closing.

2.3.4    Except for the Employee Warrants, as set forth in the statuts of the
         Company as of the date hereof, as contemplated in the Transaction
         Documents and as set forth in the next paragraph, no Person has any
         outstanding or authorized option, warrant, bond, right, call,
         commitment, subscription right, conversion right, exchange right,
         pre-emptive right or other securities or agreements (written or oral,
         firm or conditional) or any right or privilege (whether by Law,
         pre-emptive or contractual) that may by its terms be converted into an
         option, warrant, bond, right, call, commitment, subscription right,
         conversion right, exchange right, pre-emptive right or other security
         or agreement pursuant to which (i) the Guarantors and/or the Company is
         or may be committed to issue, sell, transfer or otherwise dispose of,
         redeem or acquire any of the Shares or any other interest in the share
         capital of the Company, other than as contemplated by the Investment
         Agreement, or (ii) the Company and/or the Guarantors has/have granted,
         or may be obligated to grant, to any Person other than the Parties, a
         right to participate in the revenues or profits of the Company.

         Notwithstanding the foregoing, Alkanz Co. Ltd. has been or will be
         appointed to act as an intermediary for the completion of the
         Investment pursuant to a Consultancy Agreement among the Company,
         Alkanz Ltd. and Remote Reward. Pursuant to such agreement, Alkanz Ltd.
         is entitled to receive (i) a fee payable in cash in an amount of EUR
         63,654 upon completion of the First Capital Increase by MWGL and EUR
         63,861 upon subscription by MWGL for the ABSA Shares 2, and (ii) 16,197
         ordinary shares upon completion of the First Capital Increase and 5,669
         ordinary shares upon subscription by MWGL for the ABSA Shares 2 or
         exercise of the Warrants 2004. The cash portion of the fees shall be
         paid by the Company and the share portion shall be assumed by Remote
         Reward by execution of a call option agreement between Alkanz Co. Ltd.
         and Remote Reward.

<PAGE>

                                                                              11

2.4      ISSUANCE OF THE ABSA SHARES RESERVED FOR THE INVESTORS

         The ABSA Shares 1 to be issued to the Investors shall, at the Closing
         Date and, the ABSA Shares 2 or the ABSA Shares 3, as the case may be,
         shall, at the Second Closing Date, be issued in accordance with the
         Investment Agreement, free from any Encumbrances, subject to the
         provisions of the Shareholders' Agreement.

         The ABSA Shares will be validly issued and in particular will not be
         issued in violation of any preemptive right or similar rights
         applicable to such issuance.

2.5      BANKRUPTCY

         The Company has not been declared unable to meet its debts as they fall
         due, been held in default by lenders under any material debt financing,
         nor been subject to bankruptcy or equivalent proceedings. No
         administrative receiver or manager has been appointed to manage any of
         the properties, assets or business of the Company. The Company has not
         been subject to any proceedings provided for by French Statute
         n(degree)84-148 dated March 1, 1984 relating to prevention and
         treatment of companies' difficulties or any similar regulation, and, in
         particular, the Company is not in a cessation de payment position. No
         meeting of the board of directors or the shareholders has been convened
         at which a resolution has been proposed, and no resolution has been
         passed, for the dissolution or liquidation of the Company or split
         (scission) of the Company.

2.6      GOING CONCERN (FONDS DE COMMERCE)

         The going concern (fonds de commerce) of the Company is free and clear
         of all Encumbrances, except for Encumbrances in the ordinary course of
         business. The Company is not a party to any contract granting to any
         third party any rights with respect to its fonds de commerce (including
         location-gerance or societe en participation). The fonds de commerce of
         the Company has been created, and was not acquired, by the Company.

         Since the incorporation of the Company, there has been no Material
         Adverse Effect concerning the fonds de commerce of the Company, to the
         Knowledge of the Guarantors or which the Guarantors should reasonably
         be expected to have known, which has a significant negative effect on
         the current value of the Company. It is acknowledged that the reserves
         by the statutory auditor set forth in the Interim Accounts (as defined
         below) do not constitute such a Material Adverse Effect.

2.7      INTERESTS IN OTHER PERSONS

         The Company does not own any shareholding, equity interest or voting
         rights in any company incorporated under the Law of any jurisdiction,
         and the Company is not a member of any economic interest grouping,
         partnership, association or unlimited

<PAGE>

                                                                              12

         liability legal entity or other entity of any kind, or its equivalent
         under foreign law, excluding memberships in any professional
         association and investments in valeurs moblieres de placement
         (including 7,800 shares of STMicroelectronics).

         The Company does not serve as legal representative, manager or
         director, or member of a supervisory board and, more generally, does
         not hold a similar position, in law or in fact, in any company,
         grouping, partnership, association, unlimited liability legal entity or
         other entity whether or not a legal entity or its equivalent under
         foreign law.

2.8      PRODUCTS

         The products provided or sold by or on behalf of the Company comply
         with applicable Law and to the Knowledge of the Guarantors, do not
         contain any material defects, (other than ordinary course defects that
         are customary in the relevant industry or those disclosed in SCHEDULE
         2.8), which are reasonably likely to materially negatively affect the
         conduct of the Business.

         Based on the reports summarized and attached as SCHEDULE 2.8, the
         Company has reasonably concluded that the products covered thereby have
         satisfactorily passed the internal tests of the Company, in each case
         taking into account the relevant stage of development of each such
         product.

2.9      FINANCIAL ACCOUNTS - CORPORATE AND FINANCIAL RECORDS - ACCOUNTS
         RECEIVABLE - OFF BALANCE SHEET LIABILITIES

2.9.1    Attached as SCHEDULE 2.9.1(I) are (i) the audited financial accounts of
         the Company as of December 31, 2002, together with the notes thereto
         and (ii) the interim unaudited financial accounts of the Company as of
         July 31, 2003, which were subject to a limited review by the statutory
         auditor of the Company, together with the notes thereto (the "INTERIM
         ACCOUNTS") (the Interim Accounts and the December 31, 2002 accounts
         being collectively referred to as the "FINANCIAL ACCOUNTS").

         The Financial Accounts (i) were prepared in accordance with generally
         accepted French accounting principles ("FRENCH GAAP") applied on a
         consistent basis and (ii) are true, complete and accurate and, except
         as set forth on Schedule 2.9.2(II), present fairly the entirety of the
         assets and liabilities and the financial position of the Company at the
         date thereof, subject, in the case of the Interim Accounts, to normal
         year-end adjustments.

2.9.2    The corporate records, account books, files and other corporate and
         financial records of the Company have been fully, properly and
         accurately kept, completed and maintained in accordance with all
         applicable legal and administrative requirements in all material
         respects, and do not require any material rectification. All such
         records are under the exclusive ownership and control of the Company or
         its outside advisors.

<PAGE>

                                                                              13

2.9.3    All notes and accounts receivable, payable to, or for the benefit of,
         the Company reflected in the Financial Accounts are valid, current and
         collectible in the ordinary course of business in amounts not less than
         the aggregate amount thereof (net of related reserves reflected in the
         Financial Accounts) carried on in the books of the Company and, to the
         Knowledge of the Guarantors, will not to be subject to any
         counterclaims or set-offs.

2.9.4    Except as reflected in the Interim Accounts, the Company does not have
         any off-balance sheet liabilities (engagements hors bilan) other than
         those reflected in the Financial Accounts, and in particular, has not
         granted any Guarantees (in any form whatsoever, including as a comfort
         letter), sureties or warranties with regard to the performance of
         obligations contracted by third parties (including shareholders,
         corporate officers or members of their staff). The Company has no
         material contingent liabilities, except current liabilities, which
         could be reasonably expected to have, either in any individual case or
         in the aggregate, a Material Adverse Effect.

2.9.5    The Net Cash Position of the Company as of October 31, 2003 is set
         forth on SCHEDULE 2.9.5.

2.10     TAX MATTERS

2.10.1   The Company has properly and timely filed, or caused to be filed with
         all appropriate Governmental Authorities, all Tax returns, reports and
         declarations required by applicable Law, each of which returns, reports
         and declarations correctly reflects the Tax liabilities and all other
         information required to be reported therein. All Taxes required to be
         paid by the Company have been paid in full when due. The Company has
         not performed any action outside the ordinary course of business which
         creates or will create a tax liability not recorded in the Financial
         Accounts.

         Except as set forth on SCHEDULE 2.10.1, there are no audits,
         investigations or claims pending or threatened in writing relating to
         Taxes. No deficiencies for any Taxes which remain unpaid have been
         assessed against the Company.

2.10.2   Except as set forth on SCHEDULE 2.10.2, the Company does not benefit
         from any favorable Tax treatment depending on undertakings of the
         Company, which will continue to bind the Company after the Closing
         Date.

2.11     REAL PROPERTY

2.11.1   The Company may validly use the Premises

         The use of the Premises is in compliance with any material provision of
         applicable Law with respect to operating the Business.

         The Company does not own any real property.

<PAGE>

                                                                              14

2.11.2   The terms and conditions of the leases under which the Company leases
         the Premises are subject to the laws and regulations applicable to
         commercial leases ("baux commerciaux") (i.e. Articles L.145-1 up to
         L.145-60 of the French Commercial Code).

2.12     PERSONAL PROPERTY

         The equipment, furniture, fixtures and other items of tangible personal
         property owned, leased or used by the Company (hereafter the "MACHINERY
         AND EQUIPMENT") are in good operating condition and repair subject to
         normal wear and tear and are in the possession and under the control of
         the Company. Except for office equipment and vehicles subject to
         ordinary course business leases, the Company owns outright and has good
         and marketable title, free and clear of any Encumbrance, to such assets
         and the Company is not in breach or default with respect to any assets
         leased by them.

         The machinery and equipment are sufficient and adequate to allow the
         Company to carry on its business as presently conducted.

2.13     INTELLECTUAL PROPERTY

2.13.1   To the Knowledge of the Guarantors, the Company validly owns or has a
         valid right to use all of the intellectual property rights, including
         but not limited to patents, trademarks, trade names, processes,
         software, trade names, domain names, that are necessary for the Company
         to carry on its Business as currently conducted (the "INTELLECTUAL
         PROPERTY RIGHTS").

         The Company has taken all measures consistent with industry practice in
         order to ensure the protection of all Intellectual Property Rights
         owned by it.

         The Company has not been notified of any claim that has been filed, nor
         has the Company received any claim or threat of a claim in writing,
         alleging that the Intellectual Property Rights owned by the Company
         infringe or conflict with the Intellectual Property Rights of any third
         party, nor, to the Knowledge of the Guarantors has the Company been
         notified or received any such claim relating to Intellectual Property
         Rights which are used, but not owned, by the Company.

         In particular, the Company validly owns all of the Intellectual
         Property Rights developed by any current and former employees and all
         current and former consultants and independent contractors of the
         Company during their employment or in connection with their retention
         by the Company.

2.13.2   To the Knowledge of the Guarantors, the Intellectual Property Rights
         owned by the Company do not conflict with any proprietary, public or
         registered rights of any third party and do not conflict with any other
         rights of any third party and there are no infringements of such rights
         by any third party.

<PAGE>

                                                                              15

2.14     INSURANCE

         The Company maintains valid and non-expired insurance policies against
         loss, damage and liability with customary and usual provisions. All
         premiums relating to such insurance have been paid when due. The
         Company has not committed any act or omission reasonably expected to
         lead to the termination, rescission or detrimental amendment of any or
         all of the insurance policies.

         The Company has not received written notice of cancellation of any
         insurance policy and there is no fact or event, to the Knowledge of the
         Guarantors, that provides a basis for any such cancellation.

2.15     LITIGATION

         There are no Proceedings pending or, to the Knowledge of the
         Guarantors, threatened, against the Company or the Founder (that would
         prevent him from holding his office) and there is no other dispute, to
         the Knowledge of the Guarantors, which could reasonably be expected to
         lead to such Proceedings.

2.16     EMPLOYEES

2.16.1   SCHEDULE 2.16.1 sets forth an accurate and complete list of all
         employees of the Company (collectively, the "EMPLOYEES") as of the date
         hereof. Such list contains (i) the name of each Employee, (ii) his/her
         job title and (iii) the current annual compensation paid or payable.
         The Company has not committed itself, except in the usual course of
         business or as set forth in Article 7 of the Investment Agreement or in
         Section 2.22(iii) below, to increasing the remuneration and benefits or
         modifying the employment agreements of the employees.

2.16.2   With the exception of the Employee Warrants, as set forth on SCHEDULE
         2.16.2 or in Section 2.222(iii) below, or as contemplated in Article 7
         of the Investment Agreement, there are no severance or other similar
         contracts and no pensions or retirement benefits, deferred
         compensation, bonus, profit sharing, stock purchase or stock option
         schemes, vacation benefits, sickness or disability benefits, company
         saving plans or employee funds or similar employee benefit plans or
         arrangements or other forms of incentive compensation or
         post-retirement insurance benefits or early retirement agreements of
         the Company (such plans, funds or arrangements, the "BENEFIT PLANS")
         which provide for any individual or collective terms beyond mandatory
         applicable statutory or regulatory obligations. The Company complies
         with all mandatory applicable statutory or regulatory obligations
         concerning Benefit Plans.

2.16.3   All employment contracts to which the Company is a party or is bound
         have been entered into under ordinary and customary conditions.

<PAGE>

                                                                              16

2.16.4   No sum is due to any former employee or any current or former director
         (including any mandataires sociaux) of the Company in relation to their
         employment agreement or as consideration of their duties as directors
         other than rights and expense reimbursements already determined in
         their amount but not due yet.

2.16.5   The Company is in compliance in all material respects with all
         applicable legal requirements and agreements (in particular labor and
         social security regulations, as well as applicable collective
         bargaining agreements towards employees and ex-employees) relating to
         employment, employment practices, termination of employment, wages,
         bonuses and terms and conditions of employment, including employee
         compensation matters.

2.17     CONTRACTS

2.17.1   All contracts that are material to the Business, to which the Company
         is a party (the "CONTRACTS") are valid, binding and, to the Knowledge
         of the Guarantors, enforceable in accordance with their terms and the
         Company is not in breach of any Contract in such a way as to give rise
         to any material liability of the Company or to justify the termination
         of such Contract.

         There is no pending or, to the Knowledge of the Guarantors, any
         threatened, commercial litigation with the agents, distributors,
         suppliers, of any nature whatsoever, likely to affect the good
         performance, the qualification of the Contracts or their renewal.

2.17.2   None of the Contracts entitles the counterparty to terminate, modify or
         accelerate any obligations or rights under such Contract according to
         its express terms as a result of the consummation of the Transactions.

         Except for the Cooperation Agreement, dated June 30, 2003, between the
         Company and ST Microelectronics NV (the relevant provision of such
         agreement being attached as SCHEDULE 2.17.2), none of the Contracts
         entitles the counterparty to terminate, modify or accelerate any
         obligations or rights under the relevant Contract according to its
         express terms as a result of (i) a change in control of the Company,
         (ii) the modification of the share capital of the Company or (iii) the
         termination of the employment or office of the Founder in the Company.

         The Company has not received or given written notice that it or any
         other party is in material default under any Contract. The Company has
         not renounced any right resulting from any Contract that could have a
         Material Adverse Effect.

2.17.3   Except as set forth on SCHEDULE 2.17.3, the Company is not a party to
         any contract providing any non-competition commitment by the Company
         nor any restriction on the right of the Company to conduct its Business
         in any specific market or territory.

<PAGE>

                                                                              17

2.18     COMPLIANCE WITH LAW

         The operations of the Company have been and are conducted in all
         material respects in compliance with the Permits that are necessary up
         for the conduct of the Business, with all applicable Law relating to
         the Business or the Company's assets and with all Judgments applicable
         to the Company.

         The Company has executed, when necessary and in accordance with
         applicable Law, all required declarations and notifications to all
         competent authorities.

2.19     DEBTS

         The Company is not a party and is not bound to any loan agreement,
         repurchase agreement, mortgage, security agreement, guarantee (except
         as disclosed in the Interim Accounts) or other document or arrangement
         relating to the borrowing of money or for lines of credit, not
         including the advance in the amount of EUR 850,000 to the Company by
         ANVAR disclosed in Section 2.21 below, which is reimbursable by the
         Company in whole or in part depending upon the success of the
         underlying product.

2.20     RELATIONSHIPS BETWEEN THE COMPANY AND THE SHAREHOLDERS

         No shareholder of the Company directly or indirectly has any
         indebtedness to the Company for borrowed money, nor does the Company
         have any indebtedness to any shareholder of the Company for borrowed
         money. No shareholder owns, in whole or in part, any asset, of any
         nature whatsoever, necessary for the Company to carry on its Business.
         No shareholder has granted a guarantee of any nature whatsoever to the
         Company or is the beneficiary of a guarantee of any nature whatsoever
         granted by the Company. The Guarantors have not made any shareholder
         loan (compte courant) to the Company which has not been repaid in full.

         The contracts entered into by the Company which fall into the scope of
         Article L.225-38 of the French Commercial Code have been validly
         authorized or ratified by the competent corporate bodies of the
         Company.

         All transactions between the Company, on the one hand, and the
         Guarantors, on the other hand, were achieved on prices, terms and
         conditions which were no less favorable to the Company than would be
         negotiated in an arm's-length transaction with independent third
         parties other than the Company.

2.21     SUBSIDIES

         Except as set forth on SCHEDULE 2.21, the Company does not currently
         benefit from any subsidy, aid, Tax break, grant program, loan at a
         preferential rate, special contract or lease or similar benefit made
         available to the Company by a Governmental Authority.

<PAGE>

                                                                              18

2.22     EVENTS THAT OCCURRED SINCE JULY 31, 2003

         Since July 31, 2003:

         (i)      There has been no Material Adverse Effect specific to the
                  Company and the Business.

         (ii)     There has been no significant increase in the expenses or
                  commitments of the Company, except in the ordinary course of
                  business or as contemplated or disclosed herein.

         (iii)    Except as set forth on SCHEDULE 2.22(iii) or as contemplated
                  in Article 7 of the Investment Agreement (x) the Company has
                  not hired or given notice of termination of employment to any
                  employee or manager (mandataire social) of the Company and no
                  employee or manager has resigned from his or her position and
                  (y) there has not been any substantial change in the
                  employment agreement or in the conditions applicable to any
                  employee or manager of the Company.

         (iv)     The Company has not executed any distribution agreement or
                  sales agent contract; provided, that the Company is in the
                  process of negotiating and may execute prior to the Closing
                  Date certain sales representative or distributor agreements as
                  set forth on SCHEDULE 2.22(iv).

         (v)      Except as contemplated in the Transaction Documents, the
                  Company has not made, agreed to make or entered into any:

                  -        investment for an amount exceeding 200,000 Euros;

                  -        transfer of assets for an amount exceeding 100,000
                           Euros;

                  -        issuance of any security or undertaking to issue any
                           security of the Company;

                  -        pledge or guarantee granted by the Company on any of
                           its assets;

                  -        substantial change to any Contract to which the
                           Company is a party (except that it has been orally
                           agreed with the non-exclusive sales representative of
                           the Company in Korea that such sales representative
                           may market to Samsung Mobile at a reduced commission
                           (2% instead of 4% for other accounts));

                  -        termination of any agreement with any significant
                           customer or supplier of the Company.

2.23     DUE INQUIRY

         The representations and warranties contained in this Agreement do not
         contain any untrue, inaccurate or incomplete statement of a material
         fact or omit to state any material fact necessary in order to make any
         such representations or warranties not misleading. In particular, the
         Guarantors have made due inquiry, in order to verify the

<PAGE>

                                                                              19

         accuracy of the representations and warranties by the Guarantors set
         forth herein, of (i) Alain Jolivet, in his capacity as directeur
         general of the Company, and (ii) each other manager of the Company
         reasonably likely in view of his or her functions to have knowledge
         with respect to the subject matter of any particular representation and
         warranty.

3.       INDEMNIFICATION BY THE GUARANTORS

3.1      SCOPE OF THE GUARANTEE

         From and after the Closing Date and subject to the provisions of this
         Article, the Guarantors, acting jointly and severally (solidairement et
         conjointement), undertake to indemnify the Investors in respect of any
         of the following ("DAMAGE" or "DAMAGES"):

         (i)      any liability or loss incurred or sustained by the Company
                  which should have been, but which was not, accounted for (or,
                  if accounted for, which was insufficiently accounted for) in
                  the Financial Accounts, and which was not subject to any
                  reserve (or, if subject to a reserve, was subject to an
                  insufficient reserve), in the Financial Accounts, in each case
                  to the extent the origin or cause is found in, or which
                  otherwise results from, an event that occurred or a
                  circumstance that existed prior to the Closing Date, excluding
                  any liability or loss that was incurred or sustained by the
                  Company in the ordinary course (including in connection with
                  the transactions contemplated in the Transaction Documents);

         (ii)     any claim, liability, loss, expense (including legal and
                  accounting expense) or damages incurred or sustained by the
                  Company, relating to or arising out of any inaccuracy in any
                  representation or warranty contained in this Agreement and
                  relating to any event occurring or any condition existing at
                  or prior to the Closing Date; and

         (iii)    any amounts required to be paid by the Company as a result of
                  in in relation to the tax audit disclosed on SCHEDULE 2.10.1.

         provided, that in no event shall the Guarantors be deemed to provide
         any guarantee whatsoever with respect to the amount of tax loss
         carryforwards included in the Financial Accounts.

         With respect to any Damage, the Guarantors shall pay to each Investor a
         percentage of such Damage equal to the percentage ownership of such
         Investor in the capital of the Company as set forth opposite such
         Investor's name on SCHEDULE 3.1 hereto.

         As an exception to the above, the Guarantors, acting jointly and
         severally, undertake to pay to the Investors 100% of the amount of any
         Damage imposed upon or incurred by the Investors, relating to or
         arising out of, directly or indirectly, any inaccuracy or breach of the
         representation and warranty contained in Section 2.4 of this Agreement.

<PAGE>

                                                                              20

3.2      OBLIGATION TO INFORM

         From the effective date of this Agreement until the expiration of the
         Claims Period, the Representative of the Guarantors shall notify the
         Representative of the Investors of any information or event which is
         reasonably likely to result in any Damage, within thirty (30) days
         following actual Knowledge by any Guarantor of such information. The
         Representative of the Guarantors shall send in a timely manner to the
         Representative of the Investors a copy of all documents relating to the
         potential exercise of this guarantee, and shall transmit to the
         Representative of the Investors upon their first request all additional
         information or documents requested by the Representative of the
         Investors. Provided, that the failure of the Representative of the
         Guarantors to comply with this provision shall not increase the rights
         of the Investors hereunder to any indemnification except insofar as
         such failure shall itself increase the amount of Damages otherwise
         existing.

3.3      CLAIM NOTICE

         The Representative of the Investors shall deliver to the Representative
         of the Guarantors a notice setting forth any claim for indemnification
         (a "CLAIM NOTICE"), including but not limited to any claim by any third
         party or any litigation or pre-litigation procedure, likely to
         reasonably entail the exercise of this Guarantee (a "CLAIM"). The Claim
         Notice shall also set forth a description, in reasonable detail, of the
         events justifying, in the bone fide opinion of the Investors, the
         exercise of the Guarantee.

         Failing any answer from the Representative of the Guarantors or any
         Guarantor within sixty (60) days as from the receipt of the Claim
         Notice, the corresponding indemnification shall be deemed accepted by
         the Guarantors.

3.4      ASSESSMENT OF THE AMOUNT OF INDEMNIFICATION TO BE PAID TO THE INVESTORS

         The Guarantors shall be jointly and severally liable for the payment to
         the Investors of any amount of indemnification due in compliance with
         the terms of this Guarantee. As between the Guarantors, the final
         liability of each of the Guarantors for the payment of such amount
         shall be in proportion to their shareholdings in the Company as of the
         date of receipt of the corresponding Claim Notice. Without limiting the
         joint and several nature of the liability of the Guarantors hereunder,
         the Investors shall not seek from any Guarantor the portion of
         indemnification due by the other Guarantor unless and until such other
         Guarantor shall have failed to make timely payment of such
         indemnification due hereunder in accordance with Section 3.8 hereof.

         The Investors shall not be entitled to make a claim for indemnification
         other than for the payment of the amount equal to interests and
         penalties for late payment relating to any tax reassessment resulting
         in a mere transfer of income or charges from one fiscal year to
         another, and which does not generate any additional tax burden for the
         Company in relation to that which it would have borne in the absence of
         such reassessments.

<PAGE>

                                                                              21

         The amount of Damage shall be calculated after deduction of:

         -        the reintegration of the amount after Tax of any reserve or
                  provision, which has its origin, cause or source in the Damage
                  in question;

         -        any insurance proceeds or other contribution that the Company
                  has received as of the date of assessment of the Damage with
                  respect thereto;

         -        or any other benefit to the Company that directly offsets such
                  Damage (except for any immediate or potential Tax benefit).

3.5      DURATION OF THE GUARANTEE

         The representations and warranties of the Parties hereto shall survive
         the Closing Date and shall remain in full force and effect for a period
         of eighteen months after the Closing Date; provided, however, the
         representations and warranties related to Taxes to which the Company is
         or may become liable shall survive until the expiration of the statute
         of limitations applicable thereto, increased by three months. The
         Representative of the Investors must provide written notification, with
         a reasonable description, of all Claims, even if the amount of the
         corresponding Damage is not yet final, to the Representative of the
         Guarantors on or before the expiration of the survival period relevant
         to such claim (the "CLAIMS PERIOD").

         The Guarantors shall remain liable after expiration of the Claims
         Period indicated above for any Damage resulting from or related to any
         Claim which has been validly notified by the Investors (even if the
         amount of such Damage is not yet final when claimed) prior to the
         expiration of the Claims Period.

         With respect to any claim for indemnification hereunder relating to or
         arising from any fact that is reasonably foreseeable to result in any
         basis for a claim for indemnification hereunder, of which the directeur
         general of the Company had actual knowledge prior to the expiration of
         the Claims Periods but which was not disclosed to the Investors prior
         to the expiration of the Claims Period, the Claims Period shall be
         extended to the earlier of (i) 30 days after the date on which any
         Investor shall be notified of such fact or (ii) September 30, 2006.

3.6      TRIGGERING THRESHOLD

         No indemnification shall be due unless the aggregate amount of Damages
         (excluding Damages contemplated in Section 3.1(iii) above) exceeds EUR
         200,000. If such condition is met, the Investors shall be indemnified
         as from the first Euro of Damages.

<PAGE>

                                                                              22

3.7      CEILING

         The aggregate amount of indemnification that may be paid to the
         Investors under this Agreement shall not exceed two thirds of the
         aggregate amount invested by the Investors in accordance with the
         Investment Agreement (i.e., EUR 5,000,000 (in the event the ABSA Shares
         2 are not subscribed for) or EUR 10,000,000 (in the event the ABSA
         Shares 2 are subscribed for)).

         The limitations sets forth above in Sections 3.6 and 3.7 shall not
         apply to any Damage resulting from any fraudulent act or omission by
         any Guarantor.

3.8      PAYMENT

         Any amount owed to the Investors by the Guarantors under this Article 3
         shall be paid to the Investors within seventy (70) days after the
         receipt by the Guarantors of the Claim Notice in the event the
         Guarantors agree with the amount owed to the Investors as set forth in
         the Claim Notice or do not timely respond to the Claim Notice as set
         forth above.

         In case of dispute between the Investors and the Guarantors with
         respect to the amount owed to the Investors set forth in the Claim
         Notice, any amount owed to the Investors by the Guarantors under this
         Article 3 shall be paid to the Investors within forty (40) days after
         the final agreement between the Investors and the Guarantors on such
         amount or, failing any such agreement, within forty (40) days after an
         enforceable non-appealable decision of a court in accordance with
         Section 4.1.

3.9      GUARANTEE OF THE GUARANTEE

         The payment by the Guarantors under this Agreement are guaranteed by
         pledge agreements (comptes d'instruments financiers) to be executed on
         the Closing Date between the Investors and each Guarantor, pursuant to
         which each of the Guarantors pledges 75 % of all the Shares it owns as
         of the Closing Date as described on SCHEDULE 2.3.1 in favor of the
         Investors as a guarantee of their indemnification obligations under
         this Agreement; provided, that (i) such pledge may be exercised only to
         the extent any Guarantor shall not have made timely payment, as
         provided in Section 3.8, of any indemnification due hereunder and (ii)
         in the event such pledge is exercised, the value of the Shares shall be
         determined as of the date of the related Claim Notice by agreement by
         the Parties or, failing such agreement, in accordance with the
         valuation procedure set forth in Section 4.2(d) of the Shareholders'
         Agreement.

<PAGE>

                                                                              23

4.       MISCELLANEOUS

4.1      LAW - JURISDICTION

         This Agreement shall be governed by and construed in accordance with
         French law.

         Any dispute arising out of or relating to this Agreement shall be
         submitted to the Commercial Court of Paris (Tribunal de Commerce de
         Paris), to which the Parties hereby irrevocably agree.

4.2      MODIFICATION OF THE AGREEMENT

         No modification to the Agreement shall be effective unless contained in
         a writing signed by a duly authorized representative of each of the
         Parties.

4.3      NOTICE BETWEEN THE PARTIES

         Any notice, request, formal notice or other communication pursuant to
         the provisions of this Agreement ("NOTICE") shall be made in writing to
         the addresses set forth below and shall be deemed to have been properly
         served: (i) on the date of delivery, in the case of delivery by hand to
         the Party on which notice must be served; (ii) for all Parties other
         than the Founder, on the date of transmission, in the case of
         transmission by fax, followed by telephone confirmation of receipt
         immediately following completion of the transmission; or (iii) on the
         third day following pre-paid delivery by a recognized express
         international courier service (e.g., DHL). The address for Notice to
         the Founder shall be the residential addresses set forth on page 1 of
         this Agreement. Any Party may change its address for purposes of this
         Section 4.3 by sending the other Parties a written notice of its new
         address in the manner provided above.

         Party:            AGF Innovation 3, AGF Innovation 4 or AGF Innovation
                           5, notice shall be sent to AGF PE at the following
                           address:
         Address:          11, rue Scribe, BP 293
                           75425 Paris CEDEX 09
                           Attention: Guillaume Lautour/Benoist Grossmann
         Tel:              01 58 18 56 56
         Fax:              01 42 65 56 81

         Party:            Mighty Wealth Group Limited
         Address:          Unit B3, 22/F, Unimix Ind. Centre, 2 Ng Fong Street,
                           San Po Kong, Kowloon, Hong Kong
                           Attention: Tony Cheung
         Tel:              852-2649-3739
         Fax:              852-2648-8806

<PAGE>

                                                                              24

         Party:            Nam Tai Electronics, Inc.
         Address:          c/o Nam Tai Group Management Ltd.
                           15/F., China Merchants Tower,
                           Shun Tak Centre,
                           168-200 Connaught Road Central
                           Hong Kong
                           Attention: Joseph Li

         Tel:              (852) 2263 1218
         Fax:              (852) 2263 1223

         Party:            REMOTE REWARD
         Address:          4 ter, rue de l'Ouest, 92100 Boulogne
                           Attn: President (Andre Jolivet)
         Tel:              01.41.10.29.10
         Fax:              01.41.10.29.28

4.5      NO WAIVER

         The failure to partially or totally exercise any right whatsoever
         resulting from the provisions of the Agreement shall not be deemed a
         waiver of this right or any other right arising from the Agreement for
         the future.

4.6      ENTIRE AGREEMENT

         This Agreement, with its schedules, sets forth the entire agreement of
         the Parties with respect to the business referred to herein. Those
         documents shall prevail over any negotiations, discussions,
         communications, understandings or prior agreements between the Parties
         relating to the subject matter of this Agreement and over any earlier
         drafts of this Agreement which are all subsumed in these documents.

4.7      SUPPLEMENTARY AGREEMENTS; WAIVERS

         No supplementary agreement or amendment to this Agreement shall be
         valid unless memorialized by a writing signed by the Parties hereto.

         Waiver by a Party of any condition or waiver of enforcement of a breach
         of any provision, term or covenant contained in this Agreement at one
         or more times shall not be considered or construed as a recurring or
         continuing waiver of that condition or of the right to enforce a breach
         of any other provision, term or covenant of this Agreement.

<PAGE>

                                                                              25

4.8      SUCCESSORS, HEIRS AND ASSIGNS; THIRD-PARTY BENEFICIARIES

         This Agreement shall inure to the benefit of and be binding on the
         Parties and their respective successors, heirs and assigns, regardless
         of whether they are minors or otherwise under a disability, provided,
         however, that unless otherwise expressly provided for herein, no Party
         may assign or delegate any of the obligations created under this
         Agreement without the prior written consent of the other Parties.

         As an exception to the above, in case of transfer of the ABSA Shares by
         the Investors in accordance with Section 4 of the Shareholders'
         Agreement, the Investors may transfer the benefit of this Agreement to
         the transferee of such ABSA Shares without the prior written consent of
         the Guarantors.

4.9      GENERAL COVENANT

         The Parties hereto shall sign and deliver all documents, provide all
         information and take or prevent the taking of all reasonable and lawful
         measures that may be necessary or appropriate to achievement of the
         purpose of the objects of this Agreement.

4.10     SEVERABILITY

         This Agreement shall be deemed severable and the fact that any term or
         provision hereof may be invalid or impossible to perform shall not
         affect the validity or enforceability of this Agreement or of any other
         term or provision hereof. In addition, the Parties shall replace any
         invalid or unenforceable term or provision hereof with a valid and
         enforceable provision as similar as possible to the invalid or
         unenforceable provision.

4.11     HEADINGS, CONSTRUCTION

         The headings in this Agreement are provided for convenience only and
         will not affect its construction or interpretation. All references to
         "Section" or "Sections" refer to the corresponding Section or Sections
         of this Agreement. All words used in this Agreement will be construed
         to be of such gender or number as the circumstances require. Unless
         otherwise expressly provided, the word "including" does not limit the
         preceding words or terms.

4.12     CONFIDENTIALITY

         The Parties undertake to keep this Agreement strictly confidential. No
         Party shall disclose or permit the disclosure of the existence or of
         all or any part of this Agreement to third parties except:

         -        with the prior consent of the other Parties,

<PAGE>

                                                                              26

         -        in the case of litigation between the Parties, in which event,
                  only information strictly necessary for the defense of each
                  party may be disclosed,

         -        if the disclosure of certain information is requested by any
                  competent authorities by law or regulation, including any
                  regulatory authorities,

         -        to the Parties' legal counsel.

4.13     DISCLOSURE

         Any item disclosed on any schedule or with respect to any
         representation and warranty set forth herein shall be deemed to be
         disclosed with respect to all representations and warranties where such
         deemed disclosure is reasonable. Without limiting the foregoing, the
         description of the disclosure of the Alkanz Contract, including the
         cash payable and the shares of the Company to be transferred in
         accordance with the terms of such contract, shall be deemed to be
         disclosed to the Investors in respect of each relevant representation
         and warranty.

IN WITNESS THEREOF, the Parties have entered into this Agreement on November 27,
2003, in eight (8) original counterparts.

Mighty Wealth Group Limited                 REMOTE REWARD

By:  /s/ Tony Cheung                        By: /s/ Andre Jolivet
     --------------------------                 ----------------------------
Name: Tony Cheung                           Name:  Mr. Andre Jolivet

Nam Tai Electronics, Inc.

By: /s/ Joseph Li
    ---------------------------             ---------------------------------
Name: Joseph Li                             Mr. Andre Jolivet

AGF Innovation 3                            AGF Innovation 4

By: AGF Private Equity                      By : AGF Private Equity

By: /s/ Guillaume Lautour                   By : /s/ Guillaume Lautour
    ----------------------------                 -----------------------------
Name: Guillaume Lautour                     Name : Guillaume Lautour

AGF Innovation 5

By : AGF Private Equity

By: /s/ Guillaume Lautour
    ----------------------------
Name: Guillaume Lautour
<PAGE>

                                                                              27

                                LIST OF SCHEDULES

SCHEDULE 2.3.1:            Allocation of the share capital on a Fully Diluted
                           basis (i) as of the date of signature and (ii) prior
                           to the completion of the Tranche 1 Investment

SCHEDULE 2.3.3:            Allocation of the share capital on a Fully Diluted
                           basis of the Company (i) after subscription of the
                           ABSA Shares 1 and (ii) after the Second Closing

SCHEDULE 2.8               Reports regarding product testing

SCHEDULE 2.9.1(i):         Audited financial accounts of the Company as of
                           December 31, 2002 and interim unaudited financial
                           accounts as of July 31, 2003

SCHEDULE 2.9.1(ii)         Exception to financials statement representation.

SCHEDULE 2.9.5             Net Cash Position of the Company as of October 31,
                           2003

SCHEDULE 2.10.1            Tax audit

SCHEDULE 2.10.2            Description of favorable Tax treatment

SCHEDULE 2.16.1:           List of all employees of the Company as of date of
                           execution, including name, title and current annual
                           compensation

SCHEDULE 2.16.2            List of all Benefit Plans in excess of statutory
                           minimums

SCHEDULE 2.17.2            Change of Control provision of the ST Agreement

SCHEDULE 2.17.3            List of all Contracts including non-compete
                           commitment or otherwise restricting the right of the
                           Company to do business in any specific territory

SCHEDULE 2.21              List of subsidies, tax breaks, aids, loan at
                           preferential rate, etc.

SCHEDULE 2.22(iii)         Description of new hires, terminations and changes in
                           conditions of employment.

SCHEDULE 2.22(iv)          List of sales representative or distributor contracts
                           under negotiation.

SCHEDULE 3.1               Percentage of Damages to be indemnified for each
                           Investor