Execution
      copy

     

    Share
      Purchase Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      of  Contents:

    

      
        	
                1

              	
                Definitions

              	
                5

              
	
                2

              	
                Sale
                  and Purchase of the Shares

              	
                6

              
	
                3

              	
                Purchase
                  Price

              	
                7

              
	
                4

              	
                Covenants

              	
                7

              
	
                5

              	
                Representations
                  and Warranties

              	
                8

              
	
                6

              	
                Closing

              	
                8

              
	
                7

              	
                Restrictions
                  on Business Activities

              	
                11

              
	
                8

              	
                Stay-on
                  commitment

              	
                12

              
	
                9

              	
                Indemnification

              	
                13

              
	
                10

              	
                Joint
                  Taxation

              	
                15

              
	
                11

              	
                Announcements
                  and Confidentiality

              	
                18

              
	
                12

              	
                Waivers

              	
                18

              
	
                13

              	
                Assignment

              	
                18

              
	
                14

              	
                Entire
                  Agreement

              	
                18

              
	
                15

              	
                Cost
                  and Expenses

              	
                18

              
	
                16

              	
                Notices

              	
                19

              
	
                17

              	
                Governing
                  Law and Arbitration

              	
                20

              
	
                18

              	
                Copies

              	
                20

              


      

    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      This
        Agreement entered into on this 4th day of May 2006 

       

      Between:


       

      IPU,
        Individuel Programudvikling ApS, CVR no. 10 20 95 01, Sjaeliandsgade 54,
        DK-8000
        Aarhus C (hereinafter referred to as "IPU"),


       

      Henning
        Maerkedahl A/S, CVR no. 17 28 46 73, Rorsangervej 31, DK-8382 Hinnerup
        (hereinafter referred to as "HM"),


       

      Aksel
        Jorgensen Invest ApS, CVR no. 26 32 68 69, Thunogade 42, 1., DK-8000 Aarhus
        C
        (hereinafter referred to as "AJI"),


       

      Rotensia
        A/S, CVR no. 30 94 11 28, Gefionsvej 7, DK-9700 Bronderslev (hereinafter
        referred to as "Rotensia"),


       

      Aksel
        Jorgensen, Thunogade 42, 1., DK-8000 Aarhus C, (hereinafter referred to as
        "AJ"),


       

      Soren
        Cramer, Funch Thomasensgade 1, 2.th., DK-8200 Aarhus N (hereinafter referred
        to
        as "SC"),


       

      Jean
        Steen Knudsen, Samsogade 80 B, 3., DK-8000 Aarhus C (hereinafter referred
        to as
        "JSK"),


       

      Birgitte
        Spencer, Klokkerbakken 17, DK-8210 Aarhus V, (hereinafter referred to as
        "BS"),


       

      (IPU,
        HM,
        AJI, Rotensia, AJ, SC, JSK, BS hereinafter jointly and severally referred
        to as
        the "Sellers")

       

      and

       

      Valor
        Computerized Systems Limited 

      Registration
        no. 51-166672-9 

      4
        Faran
        St., Ashtrom Industrial Park 

      70600
        Yavne

      Israel

       

      or
        any
        other company within the Valor Group, specified by the Buyer, of. Clause
        13
        below.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

    

     

    
      (hereinafter
        referred to as “Buyer”)

    

    
      

        Whereas:
          

         

        
          	a.	
                  the
                    Sellers declare that they own 100
                    per
                    cent of the issued
                    and
                    outstanding share capital of T-V
                    Holding
                    A/5,
                    CVR
                    no. 26 12
                    13
                    96,
                    Margrethepladsen 1-3,
                    8000 Aarhus
                    C,
                    Denmark
                    (hereinafter, the
                    "Company"),
                    as set out below: 

                


        

      

      

        
          	 	 	
                  Nom.
                    DKK

                	 	
                  %

                	 
	
                  IPU

                	 	 	
                  427,625.00

                	 	 	
                  51.83

                	 
	
                  HM

                	 	 	
                  233,750.00

                	 	 	
                  28.33

                	 
	
                  Rotensia

                	 	 	
                  68,750.00

                	 	 	
                  8.33

                	 
	
                  AJI

                	 	 	
                  34,375.00

                	 	 	
                  4.17

                	 
	
                  SC

                	 	 	
                  27,500.00

                	 	 	
                  3.33

                	 
	
                  AJ

                	 	 	
                  27,500.00

                	 	 	
                  3.33

                	 
	
                  BS

                	 	 	
                  2,750.00

                	 	 	
                  0.34

                	 
	
                  JSK

                	 	 	
                  2,750.00

                	 	 	
                  0.34

                	 
	
                  Total

                	 	 	
                  825,000.00

                	 	 	
                  100

                	%


        

      

    

     

    Kurt
      Byskov personally holds 100% of the share capital of IPU. Henning Maerkedahl
      personally holds 100% of HM. Aksel Jorgensen personally holds 100% of the share
      capital of AJI; and Aksel Jorgensen thereby directly and indirectly holds 7.5%
      of the Company's share capital. Rotensia A/S is held as follows: Rotensia
      Holding A/S - 79% (Rotensia Holding A/S is held equally by Lis and Bent
      Wisborg), Birgitte Spencer Wisborg -10%, Jorgen Wisborg - 10%, Lone Wisborg
      -
      1%.

    
       

      
        
          	b.	
                  the
                    Company owns 100 per cent of the issued and outstanding share
                    capital of
                    Valor Denmark A/S CVR no. 27 97 12 02, Margrethepladsen 1-3,
                    8000 Aarhus
                    C, Denmark (hereinafter, "Valor
                    Denmark"),

                


        

      

       

      
        
          	c.	
                  the
                    Buyer and the Seller have had joint interests in Valor Denmark,
                    which
                    company was established in accordance with the Transaction Agreement
                    dated
                    24 February 2004 between the Buyer, the Sellers and the
                    Company,

                


        

      

       

      
        
          	d.	
                  Valor
                    Denmark develops, markets and sells a system, which enables manufacturers
                    of printed circuit board assemblies to trace components
                    during the assembly process (hereinafter referred to as the "TXP
                    System"),

                


        

      

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

    

     

    
      	
              e.

            	
              Valor
                is in the business of developing, marketing and licensing software
                and
                data products used in the design, fabrication and assembly of printed
                circuit board assemblies,

            


    

     

    
      	
              f.

            	
              the
                Sellers have agreed to sell and the Buyer has agreed to purchase
                the
                Shares of the Company on the terms and subject to the conditions
                set forth
                in this Agreement, 

            


    

     

    now
      it is
      hereby agreed as follows:

     

    
      	
              1

            	
              Definitions

            


    

     

    
      	
            	
              1.1

            	
              For
                the purpose of this Agreement, the following definitions shall
                apply:

            


    

    

      
        	 	
                "Business
                  Day"

              	
                means
                  a day where banks are generally open for banking business in Denmark
                  and
                  Israel,

              
	 	 	 
	 	
                "Closing"

              	
                means
                  closing of the matters contemplated by this Agreement as set out
                  in Clause
                  6,

              
	 	 	 
	 	
                "Closing
                  Date"

              	
                means
                  the date of Closing as determined in accordance with Clause
                  6,

              
	 	 	 
	 	
                "Companies"

              	
                The
                  Company and Valor Denmark

              
	 	 	 
	 	
                "Company"

              	
                has
                  the meaning set out above,

              
	 	 	 
	 	
                "Escrow
                  Agreement"

              	
                Means
                  the agreement attached to this Agreement as schedule
                  1.

              
	 	 	 
	 	
                "Escrow
                  Amount"

              	
                Means
                  USD 2,000,000

              
	 	 	 
	 	
                "Net
                  Debt"

              	
                means,
                  all debts (interest bearing) - save for inter company debt between
                  the
                  Company and Valor Denmark - and liabilities of the Company, minus
                  the cash
                  balance for the Company. The Net Debt shall be calculated in accordance
                  with the accounting principles of the Company as specified in
                  schedule 2,

              


      

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      
        	 	
                "Parties"

              	
                means
                  the Sellers jointly and the Buyer and "Party" means either of
                  them,

              
	 	 	 
	 	
                "Purchase
                  Price"

              	
                means
                  the amount as set out in Clause 3.1,

              
	 	 	 
	 	
                "Shares"

              	
                means
                  the entire share capital of the Company, nominal DKK 825,000 owned
                  jointly
                  by the Sellers

              
	 	 	 
	 	
                "SPA"
                  or this "Agreement"

              	
                This
                  agreement and all schedules hereto.

              
	 	 	 
	 	
                "Transaction
                  Agreement”

              	
                Shall
                  mean the Transaction Agreement (Valor Denmark A/S) signed between
                  Buyer
                  and Sellers and TraceXpert A/S on February 24, 2004

              
	 	 	 
	 	
                "Valor
                  Group"

              	
                Shall
                  mean Buyer and all subsidiaries and associated companies of
                  Buyer.

              
	 	 	 
	 	
                "Working
                  Hours"

              	
                shall
                  mean from 9 a.m. to 4 p.m. (CET) on a Business
                  Day,

              


      

       

    

    
      	
              2

            	
              Sale
                and Purchase of the Shares

            


    

     

    
      	
            	
              2.1

            	
              The
                Sellers hereby undertake to sell and deliver to the Buyer the Shares
                and
                the Buyer undertakes to buy the Shares at the Purchase Price and
                subject
                to the terms and conditions of this
                Agreement.

            


    

     

    
      	
            	
              2.2

            	
              The
                Shares shall be delivered at Closing and shall be free from all liens,
                obligations, charges, encumbrances or other interests, rights or
                claims.

            


    

     

    
      	
            	
              2.3

            	
              The
                Purchase shall have financial effect as of Closing, and the Buyer
                is
                entitled to exercise all rights attached to or accruing to the Shares
                including, without limitation, the right to receive all dividends,
                distributions or any return of capital declared or made by the Company
                on
                Closing and later.

            


    


    
      
        
        

      

      
        -6-

        
          

        

      

       

    

     

    
      	
              3

            	
              Purchase
                Price

            


    

     

    
      	
            	
              3.1

            	
              The
                Purchase Price for the Shares shall be USD 10,000,000, less Net Debt
                equal
                to USD 2,025,39 (where the conversion rate DKK/USD is agreed at 5,9080,
                in
                total USD 9,997,974.61. This sum represents the agreed, aggregate
                of (a)
                the adjusted Share Consideration, (b) agreed Net Nokia Profits for
                the
                period from January 2004 and until the execution of this SPA (c)
                estimated
                and agreed Net Nokia Profits for the period from the execution of
                the SPA
                and until December 31, 2006; less (a) dividends paid by Valor Denmark
                to
                the Company and (b) the Seller's share in the expenses of the Transaction
                Agreement.

            


    

     

    
      	
              4

            	
              Covenants

            


    

     

    
      	
            	
              4.1

            	
              From
                1 January 2006 and until the Closing Date, the Sellers shall have
                procured
                and shall procure that:

            


    

     

    
      	 	
              (a)

            	
              the
                business of the Company in all respects is conducted in the ordinary
                course consistent with past and prudent practice of the
                Company,

            


    

     

    
      	 	
              (b)

            	
              that
                no action is taken which is inconsistent with the provisions of this
                Agreement or the consummation of the transactions contemplated by
                it,
                

            


    

     

    
      	 	
              (c)

            	
              the
                Company does not perform any material and/or unusual transactions
                concerning the Company without the prior written consent of the
                Buyer,

            


    

     

    
      	 	
              (d)

            	
              the
                performance of all such transactions concerning the Company that
                may be
                necessary and/or appropriate for preserving and maintaining the activities
                and assets of the Company, including the goodwill
                unaltered,

            


    

     

    
      	 	
              (e)

            	
              notify
                the Buyer regularly of all affairs of the
                Company,

            


    

     

    
      	 	
              (f)

            	
              grant
                the Buyer unrestricted access to review and/or inspect the affairs
                of the
                Companies.

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              4.2

            	
              Further
                assurances

            


    

     

    
      	
            	
              4.2.1

            	
              Each
                Party shall (i) deliver such documentation, (ii) sign such supplementary
                declarations and certificates, and (iii) take such other actions
                and do
                such other things as may be reasonable or necessary for the proper
                and
                orderly consummation of this
                Agreement.

            


    

     

    
      	
              5

            	
              Representations
                and Warranties

            


    

     

    
      	
            	
              5.1

            	
              The
                Sellers warrant and represent to the Buyer that each of the warranties
                and
                representations set forth in Schedule
                5.1,
                atthaced hereto, (the "Representations
                and Warranties")
                is true and correct and not misleading as of the Closing
                Date.

            


    

     

    
      	
            	
              5.2

            	
              The
                fulfillment of the Sellers' obligations and the accuracy of the
                Representations and Warranties, under this SPA shall be secured by
                separate limited personal guarantees of each of Mr. Kurt Byskov and
                Mr.
                Henning Maerkedahl (the "Personal Guarantees") attached hereto. Each
                such
                Personal Guarantee shall be limited to a sum corresponding to the
                proportional share of the consideration stipulated in section three,
                attributed to IPU and HM
                respectively.

            


    

     

    
      	
            	
              5.3

            	
              Following
                the due diligence conducted by the Buyer as to the Company (based
                only on
                documentation provided to the Buyer by the Sellers), the Buyer warrants
                to
                the Sellers, that it is not aware that the Sellers are in Breach
                of any of
                the Representations and Warranties. The Buyer shall not be entitled
                to
                claim indemnification from the Seller to the extent that the Loss
                is
                ascribable to facts which were known to the Buyer or which has been
                fairly
                and clearly disclosed in writing by the Sellers or their advisors
                to the
                Buyer and/or its advisors prior to
                Closing.

            


    

     

    
      	6	
              Closing

            


    

     

    
      	
            	
              6.1

            	
              The
                closing shall take place on 4th May 2006 at the offices of
                Gorrissen Federspiel Kierkegaard at 10.00
                (CET).

            


    

     

    
      	
            	
              6.2

            	
              At
                Closing, the Sellers shall deliver the following to the
                Buyer:

            


    

     

    
      	
            	
              (a)

            	
              Documentary
                evidence of the Sellers due execution of this Agreement and all
                agreements, statements and confirmations to be made pursuant hereto,
                including the Escrow Agreement.

            


    

     

    
      	
            	
              (b)

            	
              Documentation
                from relevant corporate bodies of each of the Sellers authorising
                the
                signing of this Agreement and the consummation of the necessary
                transactions under this
                Agreement.

            


    


    
      
        
        

      

      
        -8-

        
          

        

      

       

    

     

    
      	
            	
              (c)

            	
              Letter
                from KPMG C. Jespersen confirming that they will stay on as accountants
                for the Company and Valor Denmark as of the Closing Date and for
                the
                calendar year 2006, at similar conditions to thise by which they
                are
                currently engaged with Valor Denmark, and that they have no claims
                against
                the Company and Valor Denmark, save for 12,204 USD (DKK 72.100) (excl.
                VAT) as the ordinary remuneration up until
                Closing.

            


    

     

    
      	
            	
              (d)

            	
              A
                legal opinion of Gorrissen Federspiel Kierkegaard confirming (i)
                the power
                of each of the Sellers to enter into this Agreement and to perform
                its
                obligations hereunder, (ii) Where Seller is a company, that the Sellers
                do
                not violate any provision of their respective articles of association
                by
                entering into this Agreement or by performing its obligations hereunder
                (iii) Where Seller is a company, that it has taken all corporate
                action
                required by its respective Articles of Association in connection
                with the
                entering into this Agreement and the performance of its obligations
                hereunder (iv) that all actions required for the transfer of the
                shares
                have been fulfilled (v) that Buyer is duly registered as the owner
                of the
                Shares; and (vi) that Jorn Ankaer Thomsen, Kurt Byskov, Henning
                Maerkedahl, Jorgen D. Wisborg and Soren Cramer are the only directors
                of
                the Company and Kurt Byskov and Henning Maerkedahl are the only managers
                of the Company.

            


    

     

    
      	
            	
              (e)

            	
              Documentation
                that authorization to sign with respect to the Company's financial
                facilities will be revoked in respect of Kurt Byskov and Henning
                Maerkedahl immediately after
                Closing.

            


    

     

    
      	
            	
              (f)

            	
              Updated
                shareholders' register for the Company, and the update of any other
                register as required, reflecting the ownership of the Shares by the
                Buyer.

            


    

     

    
      	
            	
              (g)

            	
              Letters
                from Jorn Ankaer Thomsen, Kurt Byskov, Henning Maerkedahl, Jorgen
                D.
                Wisborg and Soren Cramer, who are the only members of the Company's
                board
                of directors, confirming that they resign as members of any board
                of
                directors of the Company as of the Closing Date, and as regard Jorn
                Ankaer
                Thomsen and Jorgen Wisborg that they resign as members of the board
                of
                directors of Valor Denmark A/S also, and that they have no claims
                against
                the Companies in whatever capacity (other than for their ongoing
                salaries). As for Kurt Byskov and Henning Maerkedahl this shall also
                include their position as managers of the
                Company.

            


    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (h)

            	
              Other
                documents and instruments as the Buyer may reasonably request in
                order to
                properly perfect the Buyers rights under this
                Agreement.

            


    

     

    
      	
              6.3

            	
              At
                Closing the Buyer shall deliver the following to the
                Seller:

            


    

     

    
      	
            	
              (a)

            	
              Documentation
                from relevant corporate bodies of the Buyer authorizing the signing
                of
                this Agreement and the consummation of the necessary transactions
                under
                this Agreement.

            


    

     

    
      	
            	
              (b)

            	
              Documentary
                evidence of the Buyers due execution of this Agreement and all agreements,
                statements and confirmations to be made pursuant hereto, including
                the
                Escrow Agreement.

            


    

     

    
      	
            	
              (c)

            	
              Documentation
                that the Purchase Price, less the Escrow Amount, has been transferred
                by
                the Buyer's bank to Sellers client account held by Gorrissen Federspiel
                Kierkegaard account no. 3627 3785 016 130, registration no. 3627,
                SWIFT-code DABA DKKK (IBAN DK81 3000 3785 016 130) with Danske
                Bank,.

            


    

     

    
      	
            	
              (d)

            	
              Documentation
                that the Escrow Amount has been transferred to accounts no. 7420
                5036145260, SWIFT-code NDEADKKK (IBAN nr.: DK7420005036145260) (the
                "Escrow Account"). The Escrow Account will be in the charge of Nordea
                Bank
                Denmark (the "Escrow Bank") whose actions will be governed by the
                Escrow
                Agreement (schedule 1) which sets out generally that the Escrow Amount
                will serve as a guarantee for the fulfilment of the Sellers' obligations,
                and the accuracy of the Representations and Warranties, according
                to this
                SPA.

            


    

     

    Without
      derogating from the provisions of the abovementioned letter of instructions,
      The
      Escrow Amount shall be paid in trenches, as follows, subject to
      the:

     

    
      	
            	
              (i)

            	
              Upon
                the first anniversary of the Closing Date, one million USD ($1,000,000)
                less any sum paid out of the Escrow Amount in accordance with this
                agreement and/or the abovementioned letter of
                instructions;

            


    

     

    
      	
            	
              (ii)

            	
              Upon
                the second anniversary of the Closing Date the remaining sum in the
                Escrow
                Account.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (iii)

            	
              Notwithstanding
                the above, in the event the Buyer delivers a notice of demand and/or
                a
                notice of claim in connection with this Agreement the claimed sum
                together
                with additional estimated costs of the proceeding shall not be paid
                from
                the Escrow Account until either (a) a written instruction duly executed
                by
                the Buyer and the Sellers, authorising the specific sum release,
                or (b) a
                final and binding award delivered by the venue of dispute resolution
                pursuant to Clause 17 herein below.

            


    

     

    
      	
            	
              (e)

            	
              Documentation
                that the members of the board of directors and the management of
                the
                Company have been deregistered with the Danish Commerce and Companies
                Agency.

            


    

     

    
      	
            	
              (f)

            	
              Other
                documents and instruments as the Sellers may reasonably request in
                order
                to properly perfect the Sellers rights under this
                Agreement.

            


    

     

    
      	
            	
              6.4

            	
              Neither
                Party shall be obliged to complete the sale and purchase of the Shares
                unless the other Party fully complies with the relevant requirements
                of
                this Clause 6.

            


    

     

    
      	
              7

            	
              Restrictions
                on Business Activities

            


    

     

    
      	
            	
              7.1

            	
              Until
                the third anniversary of the Closing Date, Henning Maerkedahl and
                Kurt
                Byskov (hereinafter, the “Restricted
                Parties”),
                undertake not directly or indirectly
                to:

            


    

     

    
      	
            	
              (a)

            	
              Engage
                in any business, which competes with the Valor Group, including,
                without
                derogation, through the position of owner, manager, director, employee,
                service provider, consultant etc. For the avoidance of doubt, this
                clause
                shall not prevent the Restricted Parties from making customary investments
                in companies listed on recognized stock exchanges even if such companies
                are or become competitive with the Valor Group, provided however
                that such
                investments will be passive, and shall not exceed an equivalent of
                two
                point five percent (2.5%) of the outstanding share capital of any
                such
                company.

            


    

     

    
      	
            	
              (b)

            	
              Solicit
                or hire, without the prior written consent of the Buyer, any employee
                of
                the Valor Group during such person’s employment by any of the Valor Group,
                and within six months of the termination
                thereof.

            


    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              7.2

            	
              In
                the event of breach of this non-competition clause by one of Restricted
                Parties, the party in breach shall be obliged to pay to the Buyer
                liquidated damages of USD 500,000 for each breach. In addition, the
                Buyer
                shall be entitled to injunctive relief and to such other and further
                relief, including but not limited to such damages as the Buyer may
                demonstrate in addition to the liquidated damages. For the avoidance
                of
                doubt, no party shall be jointly liable for any payments under this
                Clause.

            


    

     

    
      	
            	
              7.3

            	
              Notwithstanding
                the above, in the event that the breaching Restricted Party can
                demonstrate that he did not have actual knowledge of the non compliance
                with Clause 7.1 and Buyer did, and yet did not notify the restricted
                Party
                hereof, then the Buyer shall not be entitled to liquidated damages,
                irrespective of whether such notice was
                given.

            


    

     

    
      	
              8

            	
              Stay-on
                commitment

            


    

     

    
      	
            	
              8.1

            	
              Kurt
                Byskov and Henning Maerkedahl and the Buyer agree that the future
                employment of Kurt Byskov and Henning Maerkedahl are important factors
                for
                successfully completing the transaction and to the future contribution
                to
                the value of Valor Denmark and the
                Company.

            


    

     

    
      	
            	
              8.2

            	
              Should
                Kurt Byskov or Henning Maerkedahl elect to leave their employment
                with
                Valor Denmark or be terminated by Valor Denmark ‘for cause’ under Danish
                law (for the avoidance of doubt ‘for cause’ and ‘elect to leave’ shall not
                include dismissal/termination due to death, illness, invalidity or
                the
                like) during a period of twelve (12) months, following Closing, Buyer
                shall be entitled to receive such compensation which may be established
                (e.g in relation to loss, causation and foreseeability) by it, which
                compensation may be deducted without limitation directly from the
                Escrow
                Amount, but in any case limited to a sum no greater than the remaining
                funds in the Escrow Account on the date of the claim for compensation.
                Following the above twelve month period the Buyer may by written
                notice to
                Kurt Byskov, not to be given more than 7 days after the conclusion
                of the
                initial 12 month period, extend the Stay-on commitment for Kurt Byskov
                with up to a further six (6) month. Such extension is, however, subject
                to
                Valor Denmark and Kurt Byskov negotiating a raise in the monthly
                compensation to Kurt Byskov, prior to the extension of the stay-on
                period
                (but it is hereby clarified that an actual raise in Kurt Byskov’s
                compensation is not a condition for the exercise of such extension
                or to
                Kurt Byskov employment with Valor Denmark during the extended
                period.

            


    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              8.3

            	
              The
                above stay-on commitment is subject to Kurt Byskov and Henning Maerkedahl
                both being subject to terms and conditions in their employment which
                are
                not as a whole less favourable to each of them, than as at the Closing
                Date, including that they shall both be placed at similar levels
                of
                employment as the one held at the Closing Date. Moreover, Kurt Byskov
                shall continue to report to the CEO of Valor Denmark (presently Sten
                Dyrmose). Should any adverse material change in the employment of
                Kurt
                Byskov and or Henning Maerkedahl be made, which are contrary to this
                Clause 8.3, this Clause 8 and the stay-on commitment and payment
                obligations hereunder shall terminate without
                notice.

            


    

     

    
      	
              9

            	
              Indemnification

            


    

     

    
      	
            	
              9.1

            	
              In
                the event of a breach of any of the Representations and Warranties
                and/or
                in the event of the Sellers’ failure to fulfill its undertakings,
                obligations and/or covenants under this Agreement, the Sellers shall
                indemnify and hold the Buyer harmless from any loss, cost, expense,
                debt,
                liability and any third party claims against the Company (including
                without limitation all legal fees incurred with respect thereto)
                (each of
                the above “Loss”).
                This shall, however, not include i) any claims, debts or liabilities
                transferred to Valor Denmark A/S under the Transaction Agreement,
                and ii)
                any claims which a third party, including the Valor Group shall file
                against the Company based e.g. on the doctrine of “piercing of the
                corporate veil” while the correct defendant is Valor Denmark. As regard
                Sellers holding less than 5% of the share capital of the company
                (AJ, AJI,
                JSK, BS and SC) the Buyer may only claim for payment for a Loss,
                for an
                amount not to exceed such Seller’s pro rata share of the Purchase
                Price.

            


    

     

    
      	
            	
              9.2

            	
              The
                amount of any loss or cost of the Buyer shall be calculated in accordance
                with the following principles:

            


    

     

    
      	
            	
              (a)

            	
              The
                Loss shall be calculated on a DKK for DKK basis, i.e. no multiple
                shall be
                used.

            


    

     

    
      	
            	
              (b)

            	
              the
                effect of any actual or realized net tax benefit or saving by the
                Buyer or
                the Company shall be repaid to the Sellers (and thereby reducing
                the loss
                payment) as, when and provided such tax benefit is actually realized;
                Such
                repayment will be time limited as is stipulated in section
                10.4;

            


    


    
      
        
        

      

      
        -13-

        
          

        

      

       

    

     

    
      	 	
              (c)

            	
              the
                amount of any net compensation or other recovery (including without
                limitation any net insurance proceeds) which the Buyer or the Companies
                have actually received as compensation for any Loss, shall be deducted
                when calculating such Loss less any in-crease in the insurance premium.
                If
                the Sellers have fully settled a claim and the Buyer or the Company
                subsequently recover any payment or compensation covering the settlement
                of the same claim fully settled by the Sellers, the relevant compensated
                entity shall pay to the Sellers the net amount so recovered after
                deduc-tion of all expenses, any losses, including future losses,
                accruing
                from such recovery (such as the increase in insurance premiums) and
                any
                tax incurred with the recovery, and

            


    

     

    
      	 	
              (d)

            	
              the
                occurrence of or the increase of a loss or liability attributable
                to any
                change in applicable law or any change in tax rates or ac-counting
                principles adopted subsequent to the Closing Date shall be disregarded,
                and

            


    

     

    
      	 	
              (e)

            	
              the
                occurrence of or increase of a loss or liability, (save for, in re-spect
                of a contingent loss, the cause of which had occurred prior to Closing)
                being the result of any act or omission on the part of the Buyer,
                Valor
                Denmark or the Company (other than acts or omissions which are required
                by
                law) subsequent to the Closing Date shall be
                disregarded.

            


    

     

    
      	
            	
              9.3

            	
              The
                Party having incurred a loss is under an obligation to mitigate the
                losses.

            


    

     

    
      	
            	
              9.4

            	
              Any
                claim by the Buyer against the Sellers, shah be barred by time limitation
                if not notified in writing to the Sellers at the latest on 1 April
                2010,
                except for claims relating to taxes (clause 7 of the Repre-sentations
                and
                Warranties) and clause 10 below, where claims shall be made no later
                than
                10 Business Days after the date on which the relevant tax authorities
                can
                no longer raise any claim against the Company. Notwithstanding the
                abovementioned, any claim by the Buyer, regarding an event of wilful
                or
                grossly negligent misrepresen-tation or concealment on the part of
                the
                Sellers and claims in relation to defective title to the Shares,
                shall be
                barred by time limitation if not notified in writing to the Sellers
                at the
                latest on 1 April 2015. For the avoidance of doubt this Clause 9
                shall not
                be interpreted as giving any specific or implied warranty or guarantee
                relating to the business or affairs of Valor Denmark, or construed
                to
                limit, in any way, the responsibility of the Sellers which are set
                out in
                this Agreement. The Parries shall not be entitled to claim for either
                an
                increase or decrease in the consideration paid according to this
                Agreement
                for the Shares based on a claim that a mistake as to the evaluation
                or the
                Companies or the calculation of the Purchase Price was done by the
                relevant Party. Notwithstanding from the above, this does not derogate
                from any Parties' right to raise such a claim vis a vis the other
                party
                based on any breach/misrepresentation of the other's Party representations
                and warranties.

            


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              9.5

            	
              The
                Buyer, Valor Denmark and the Company are obligated not to take any
                action
                which is contrary to the terms laid down in the tax authorities
                authorisation for the tax free drop-down made by the Sellers in connection
                with the Transaction Agreement, and the Buyer, Valor Denmark and
                the
                Company shall hold the Sellers harmless for any loss, claim, expense
                or
                the like which may follow from the Buyer's or the Company's breach
                of this
                Clause 9.5, by action taken on a date after the Closing date, cf.
                Clause
                9.6 below.

            


    

     

    
      	
            	
              9.6

            	
              The
                Buyer agrees to indemnify and hold the Seller harmless from any loss,
                cost, expense, debt, liability and any third party claims against
                either
                of the Sellers (including without limitation all legal fees in-curred
                with
                respect thereto) in the event of the Buyer's, the Com-pany's or Valor
                Denmark's failure to fulfill its undertakings, obliga-tions and/or
                covenants under this Agreement. The instructions of clause 9.2 shall
                apply
                mutatis mutandis to the obligation of the Buyer and to the calculation
                of
                any loss or cost to be borne by it.

            


    

     

    
      	
              10

            	
              Joint
                Taxation

            


    

     

    
      	
            	
              10.1

            	
              Until
                Closing, Valor Denmark, the Company and IPU will be part of a joint
                taxation scheme, under which IPU (the "Administrative Com-pany")
                is the
                administrative company. As per the Closing Date, an income statement
                of
                Valor Denmark's and the Company's earnings is made for the period
                1
                January 2006 up until the Closing Date (the "Interim Statement")
                in
                accordance with past practise, good accounting practise and the existing
                accounting principles of the Company and Valor Denmark respectively
                applied upon a consistent basis. On the basis of the Interim Statement,
                Valor Denmark's and the Com-pany's taxable income for the period
                1 January
                2005 up until the Closing Date (the "Period") is
                calculated.

            


    

     

    
      	
            	
              10.2

            	
              The
                Interim Statement and the statement of Valor Denmark's and the Company's
                taxable income for the Period shall be prepared by Valor Denmark
                and the
                Company in cooperation with IPU and be submitted to IPU not later
                than 15
                June 2007.

            


    

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              10.3
                

            	
              The
                Company and Valor shall pay any income tax calculated for the Period
                to
                the Administrative Company no later than 20 November
                2007.

            


    

     

    
      	
            	
              10.3.1
                

            	
              In
                the event that the tax authorities increase Valor Denmark's and/or
                the
                Company's taxable income for the Period, the corresponding addi-tional
                tax
                shall be paid by Valor Denmark and/or the Company to the Administrative
                Company to the extent it is required by Danish tax law. Notwithstanding
                the foregoing in the event that Valor Denmark and/or the Company
                is in a
                position to eliminate in full or in part the additional tax by way
                of
                increasing the amount of tax-deductible depreciations and the tax
                authorities approve this election the payment to the Ad-ministrative
                Company shall at Buyer's discretion be reduced corre-spondingly.
                If the
                tax authorities decrease Valor Denmark's and/or the Company's taxable
                income for the Period the Company and/or Valor Denmark shall receive
                a
                corresponding tax amount from the Adminis-trative Company to the
                extent it
                is required by Danish tax law.

            


    

     

    
      	
            	
              10.4

            	
              Final
                Calculation for 2005

            


    

     

    
      	
            	
              10.4.1

            	
              Valor
                Denmark, the Company and IPU have been jointly taxed in the income
                year
                2005. The Buyer agrees to procure that the Company and Valor Denmark
                prepares and delivers a draft tax return for the period from 1 January
                2005 - 31 December 2005 to IPU for approval no later than 1 June
                2006. The
                Buyer and IPU each agree to make such infor-mation available to each
                other
                or procure that such information is made available to each other
                - as may
                reasonably be required in order to enable Valor Denmark and the Company
                to
                prepare and IPU to re-view and approve the draft tax return. The
                Parties
                agree that choices made and tax principles applied in respect of
                the tax
                return for income year 2004 shall be applied for income year 2005
                if the
                Parties cannot agree on the principle used in calculation of the
                tax for
                2005. IPU shall ensure that the approved and final tax return for
                the
                period from 1 January 2005 to 31 December 2005 is delivered to the
                Buyer
                no later than 10 Working Days after IPU's receipt of the draft tax
                return
                from Valor Denmark and the Company. The Administrative Company will
                submit
                the tax return to the tax authorities in due
                course.

            


    

     

    
      	
            	
              10.4.2
                

            	
              If
                the final computation shows that Valor Denmark and/ or the Company
                shall
                pay an amount to the Administrative Company, this amount shall be
                paid no
                later than 20 November 2006.

            


    

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.4.3

            	
              In
                the event that the tax authorities increase Valor Denmark's and/or
                the
                Company's taxable income for 2005, the corresponding additional tax
                shall
                be paid by Valor Denmark and/or the Company to the Administrative
                Company
                to the extent it is required by Danish tax law. If the final computation
                shows that the Company or Valor Denmark shall receive an amount from
                the
                Administrative Company/Seller, this amount shall be paid to the Company
                no
                later than 20 November 2006. Not-withstanding the foregoing in the
                event
                that Valor Denmark and/or the Company is in a position to eliminate
                in
                full or in part the additional tax by way of increasing the amount
                of
                taxdeductible depreciations and the tax authorities approve this
                election
                the payment to the Administrative Company shall at Buyer's discretion
                be
                reduced correspond-ingly. If the tax authorities decrease Valor Denmark's
                and/or the Company's taxable income for 2005 the Company and/or Valor
                Denmark shall receive a corresponding tax amount from the Administrative
                Company to the extent it is required by Danish tax
                law.

            


    

     

    
      	 	
              10.5

            	
              Under
                this Clause, calculated tax shall include any surcharge for tax
                underpayment and any compensation for tax
                overpayment.

            


    

     

    
      	 	
              10.6

            	
              The
                Sellers represent and warrant to the Buyer that no company other
                than IPU
                has been part of a joint taxation scheme with the Company and/or
                Valor
                Denmark A/S.

            


    

     

    
      	 	
              10.7

            	
              Special
                taxation indemnity

            


    

     

    
      	 	
              10.7.1

            	
              Without
                derogating from the generality of Clause 9.2 above, this special
                indemnity
                further covers any adjustment made by the tax authorities in the
                income
                statements and/or tax statements of the Company resulting in an additional
                tax payment by the Company relating to an event, action or transaction
                made prior to Closing, including but not limited to adjustments related
                to
                transactions with any related party other than the Buyer, but excluding
                any claims referred to in Clauses 9.1 (i) and
                (ii).

            


    

     

    
      	 	
              10.7.2

            	
              This
                tax indemnity further covers any future reclassification of the exemption
                for taxes related to the contribution of assets from the Company
                to Valor
                Denmark A/S resulting in an additional payment of taxes, of. however,
                Clause 9.5 above, as well as any payment of taxes relating to any
                past
                joint taxation with the IPU.

            


    

     

    
      	 	
              10.8

            	
              The
                Parties will fully and diligently cooperate with each other on any
                matter
                rising from the joint taxation scheme, and which requires such cooperation
                for the tax benefit of either party. Each Party and the Company shall
                carry its own costs and expenses in relation to the preparation of
                the
                statement etc. under this Clause
                10.

            


    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    
      	
              11

            	
              Announcements
                and Confidentiality

            


    

     

    
      	 	
              11.1

            	
              The
                Parties shall jointly prepare a press release and information to
                the
                employees of Valor Denmark A/S.

            


    

     

    
      	 	
              11.2

            	
              The
                Parties undertake not to disclose this Agreement in whole or in part
                to
                any other party without the prior written consent of the other Party,
                except to the extent that such disclosure is stipulated in this Agreement
                or is required by law, securities exchange regulations or any governmental
                filing necessary to fulfill the transactions contemplated by this
                Agreement.

            


    

     

    
      	
              12

            	
              Waivers

            


    

     

    
      	 	
              12.1

            	
              No
                delay or omission by any Party in exercising any right, power or
                remedy
                provided by law or under this Agreement shall affect that right,
                power or
                remedy, or operate as a waiver thereof, except as specifically set
                out in
                this Agreement.

            


    

     

    
      	
              13

            	
              Assignment

            


    

     

    
      	 	
              13.1

            	
              This
                Agreement or any rights according to this Agreement is not assignable
                by
                either of the Parties, provided however
                that Buyer may assign this Agreement to any of the Valor Group as
                long as
                the Buyer remains guarantor for the fulfillment of its obligations
                hereunder.

            


    

     

    
      	
              14

            	
              Entire
                Agreement

            


    

     

    
      	 	
              14.1

            	
              This
                Agreement constitute the whole and only agreement between the Parties
                relating to the transactions contemplated hereby, the Company and
                Valor
                Denmark A/S, especially the Transaction Agreement and the appendices
                hereto shall be superseded in their entirety by this
                Agreement.

            


    

     

    
      	 	
              14.2

            	
              Any
                change in or addition to this Agreement shall be in writing and shall
                be
                signed by all Parties.

            


    

     

    
      	
              15

            	
              Cost
                and Expenses

            


    

     

    
      	 	
              15.1

            	
              Each
                Party shall bear its own costs related to this Agreement and the
                transactions contemplated hereby, including but not limited to, legal
                fees, due diligence examination, preparation of contracts and negotiations
                thereof, regardless of whether the transactions are completed. Unless
                otherwise agreed, the Parties agree that no cost of whatever nature
                related to the transaction shall be paid by the
                Company.

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	
              16

            	
              Notices

            


    

     

    
      	
            	
              16.1

            	
              Any
                communication or notice made under this Agreement shall be sent to
                a Party
                at the below-mentioned address, telephone number and/or telefax number
                and
                for the attention of the individual stated
                below:

            


    

     

    
      	
              to
                the Sellers:

            	IPU, Individuel Programudvikling
              ApS, 
	 	
              Sjaellandsgade
                54, 

              DK-8000
                Aarhus C 

              Denmark
                

              tel:
                +45

              fax:
                +45 

              e-mail:

              for
                the attention of Kurt Byskov 

              and

            
	 	 	 
	 	
              Henning
                Mmrkedahl A/S,

              Rorsangervej
                31, 

              DK-8382
                Hinnerup 

              Denmark
                

              tel:
                +45

              fax:
                +45 

              e-mail:

              for
                the attention of Henning Maerkedahi

            
	 	 	 
	
              with
                a copy to: 

            	Gorrissen Federspiel Kierkegaard	 
	 	
              Silkeborgvej
                2 

              DK-8000
                Aarhus C 

              Denmark

              tel:
                +45 86207500 

              fax:
                +45 86207599 

              e-mail:
                apc@gfklaw.dk

              for
                the attention of Anders Peter G. Christoffersen

            
	 	 	 
	
              to
                the Buyer: 

            	Valor Computerized Systems
              Ltd.,
	 	
              4
                Faran St., Ashtrom Industrial Park, 70600 

              Yavne,
                Israel,

              tel:
                + 

              fax:
                +

              e-mail:

              attn:
                CFO Dan Hoz,

            
	 	 	 
	
              with
                a copy to: 

            	Gornitzky & Co. Advocated &
              Notaries, 
              Zion
                Building, Rothschild Blvd., 

              Tel
                Aviv 65784, Israel, 

              tel:
                +972-3-7109191

              fax:
                +972-3-5606555 

              e-mail:
                savir@gornitzky.co.il 

              attn:
                Gur Y. Savir.

            


    

     

    or
      to
      such other person, address telephone and/or telefax number, which either Party
      may notify the other Party of in writing.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    


    
      	
            	16.2	
              Any
                notice given under this Agreement outside Working
                Hours
                in the place
                to which it
                is
                addressed shall be deemed to have been given at the
                start of the next
                Business
                Day.

            


    

    


    
      	17	
              Governing
                Law
                and
                Arbitration

            


    

    


    
      	
            	17.1	
              All
                disputes arising out of or in connection with
                the
                present contract shall
                be finally settled under the Rules of Arbitration of the International
                Chamber
                of Commerce by one or more arbitrators appointed in accordance
                with said
                Rules.

            


    

    


    
      	
            	17.2	
              The
                place of arbitration shall be London,
                England.

            


    

    


    
      	
            	17.3	
              The
                language(s) of the arbitration shall be
                English

            


    

    


    
      	
            	17.4	
              The
                contract shall not be governed by Israeli or Danish law (except
                where
                Danish or Israeli law ismandatory
                to apply under
                the
                same law,
                e.g., labor law) but rather be governed by internationally accepted
                principles
                of commercial law, excluding choice of law
                rules.

            


    

    


    
      	18	
              Copies

            


    

    


    
      	
            	18.1	
              This
                Agreement shall be
                signed
                in two copies.

            


    

    


    Arhus,
      May
      4th
      2006

    


    For and
      on behalf of the Vaior Ltd:

     

    

    
      

    

    Ofer
      Shofman

     

    
      
        
          
          

        

        
          -20-

          
            

          

        

         

      



    For
      IPU,
      Individuel Programudvikling ApS:

     

    
       

        

      

    

    Kurt
      Byskov

     

    For
      Henning Maerkedahl Holding A/S:

     

    
      

      
        

      

    

    Henning
      Maerkedahl 

     

    For
      Aksel
      Jorgensen Invest ApS:

     

    
      
        

      

    

    Aksel 
      Jorgensen 

     

    For
      Rotensia A/S:

     

    
        

        

      

      Jorgen
        Wisborg by PoA

       

    

    
       

        
Aksel
        Jorgensen 

       

    

    
      

    

    
      
Soren Cramer 

     

    
      
        
           

            

          

          Jean
            Steen Knudsen

           

        

      

       

      
        

      

      Birgitte
        Spencer

       

    

    We
      the
      undersigned hereby jointly and severally guarantee full performance of
all
      the
      undertakings of the Sellers under this Agreement including the
      obligation
      to
      indemnify the Buyer (for the sake of clarification, this includes the
      demand
      for
      payment of any clam against the Sellers under this Agreement Including
with
      regard to
      the
      Representations and Warranties). This Guarantee limited
      to a sum corresponding to the proportional share of the consideration
stipulated
      in section three, attributed to IPU
      and
      HM
      respectively
      and isonly
      valid
      In
      connection with demands/claims lodged or delivered
      to
      each
      of
      us
      until 1
      April
      2010. If a claim has been lodged against the Sellers by the Buyer
      in
      accordance
      with this Agreement prior to 1
      April
      2010,
      the
      Guarantee shall for such
      claim only, survive the above termination date. The Buyer shall always
have
      served claims or indemnification against all Sellers and only if they do
not
      pay
      upon first demand may the Buyer claim the
      amount
      from Kurt
      Byskov
      and
      Henning Maerkedahl. Kurt
      Byskov and
      Henning Maerkedahl shall have recourse
      against
        the other Sellers' for any claims paid under this
        guarantee.

    


    
      
        
        

      

      
        -21-

        
          

        

      

       

    

    
       

      
        
           

            

          

        

      

      
        Kurt Byskov

      

       

      
        
          
            

          

        

      

      
        Henning
          Maerkedahl

         
Schedules

      


      Schedule 1
        Escrow
        Agreement.

      


      Schedule
        2
        Omitted.

      


      Schedule
        5.1
        Representations
        and Warranties.


      
        
          
          

        

        
          -22-

          
            

          

        

         

      


      Escrow
        Agreement

      


      This
        Escrow
        Agreement is
        made
        on
the
        4th
        day
of
        May
        2006

      


      Between

      


      Valor
        Computerized Systems Limited

      Registration
        no. 51-166672-9

      4
        Faran
St.,
        Ashtrom
        Industrial Park

      70600
        Yavne

      Israel

       

      (hereinafter
        referred to
        as
        "Buyer")

      


      And

      


      IPU,
        Individuel Prograrnudvlkling ApS,
        CVR
no.
        10
20
        95
01,
        Sjaellandsgade 54,
        DK-8000
        Aarhus C (hereinafter referred to as "IPU"),

      


      
        Henning Maerkedahl A/S,
          CVR
          no.
          17 28 46
          73,
          Rorsangervej 31, DK-8382 Hinnerup (hereinafter
          referred to as "HM"),

      

      


      Aksel
        Jorgensen
        Invest ApS,
        CVR
no.
        26 32
6869,
        Thunogade 42, I.,
        DK-8000
        Aarhus
        C
        (hereinafter referred to as "AJI"),

      


      Rotensia
        A/S, CVR no. 30 94
        11
        28,
        Gefionsvej)
        7,
        DK-9700
        Bronderslev (hereinafter referred
        to as
        "Rotensia"),

      


      
        Aksel
          Jorgensen,
          Thunogade 42, 1.,
          DK-8000
          Aarhus C,
          (hereinafter
          referred to as
          "AJ"),

      

      


      Soren
        Cramer, Funch Thomasensgade 1, 2.th., DK-8200 Aarhus N
        (hereinafter
        referred
        to as "SC"),


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Jean
        Steen Knudsen, Samsogade 80 B, 3., DK-8000 Aarhus C (hereinafter referred
        to
        as
        "JSK"),

      


      Birgitte
        Spencer, Klokkerbakken 17, DK-8210 Aarhus V, (hereinafter referred to
        as
        "BS"),

      


      (IPU,
        HM,
        AJI, Rotensia, AJ,
        SC,
        JSK,
        BS
        hereinafter
        jointly and severally referred

      to
        as the
        "Guarantors")

      


      (Buyer
        and Guarantors hereinafter jointly referred to as the
        "Parties"
        or
        1ndividually
        a "Party").

      


      Whereas:

      


      
        	(a)	
                IPU,
                  Individuel Programudvikhing ApS, Henning Maerkedahl
                  A/S,
                  Aksel Jorgensen
                  Invest ApS,
                  Rotensia
                  A/S, Aksel Jorgensen, Soren Cramer, lean
                  Steen Knudsen, Birgitte Spencer and Valor Computerized Systems
                  Limited
                  have today executed a Share Purchase Agreement (hereinafter referred
                  to as the "SPA") according to which the Buyer buys the shares of
                  T-V Holding A/S, CVR
                  no.
                  27
                  97 12 02;

              


      

      


      
        	(b)	
                the
                  SPA
                  provides that a certain portion of the Purchase Price for the shares
                  is to be held in escrow as security for indemnifying Buyer for
                  claims
                  under the SPA;

              


      

      


      
        	(c)	
                in
                  this agreement (hereinafter the "Escrow Agreement") the words and
                  phrases
                  defined in the SPA shall have the meaning thereby attributed to
                  them;
                  and

              


      

      


      
        	(d)	
                Nordea
                  has agreed to act as Escrow Bank (hereinafter the "Escrow Bank");

              


      

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    

    
      


      the
        Parties have agreed as follows:

       

    

    
      	
              1

            	
              Deposit

            


    

     

    
      	
            	
              1.1

            	
              Subject
                to the terms and conditions of the SPA, the Buyer shall at the Closing
                Date deposit with the Escrow Bank an amounts of USD 2 million. The
                Escrow
                Account provides security for indemnifying Buyer for any breach of
                the SPA
                (including the Representations and Warranties stipulated
                therein).

            


    

     

    
      	
            	
              1.2

            	
              Interest
                and other income received on the Escrow Amounts shall accrue for
                the
                benefit of the Guarantors in accordance with the agreement made with
                the
                Escrow Bank.

            


    

     

    
      	
              2

            	
              Draw
                Down

            


    

     

    
      	
            	
              2.1

            	
              The
                Escrow Bank shall release from the Escrow Account to the Buyer that
                portion of the Escrow Amount specified
                in

            


    

     

    
      	
            	
              (a)

            	
              a
                written instruction duly executed by the Buyer and the Guarantors,
                authorising such release, or

            


    

     

    
      	
            	
              (b)

            	
              a
                final and binding award delivered by the venue of dispute resolution
                pursuant to Clause 17 of the SPA.

            


    

     

    
      	
            	
              2.2

            	
              At
                4th May 2007, one million USD ($1,000,000) less any sum
                paid
                out of the Escrow Amount in accordance with Clause 2.1 above shall
                be
                released to the Guarantors. However, in the event that the Buyer
                at said
                date have initiated proceedings exceeding one million USD ($1,000,000)
                and
                has informed the Escrow Bank of such proceedings, the Escrow Bank
                shall
                retain an amount equal to the amount with which the disputed figure
                together with additional estimated costs of the proceeding exceed
                one
                million USD ($1,000,000).

            


    

     

    
      	
            	
              2.3

            	
              Except
                as provided in the preceding clauses 2.1 and 2.2 or in Clause 3,
                the
                Escrow Bank shall not release any funds from the Escrow
                Account.

            


    

     

    
      	
            	
              2.4

            	
              The
                Escrow Bank shall make any release from the Escrow Account pursuant
                to
                Clause 2.1 within 5 Business Days from the receipt by the Escrow
                Bank of
                the abovementioned documentation.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

       

    

     

    
      	
            	
              2.5

            	
              Before
                releasing funds (including interest accrued) to the Guarantors, such
                amounts shall first be applied to pay or reimburse any transaction
                fees,
                charges or claims charged by the Escrow
                Bank.

            


    

     

    
      	
              3

            	
              Termination

            


    

     

    
      	
            	
              3.1

            	
              Provided
                that the Parties have not initiated any dispute resolution of Clause
                17 of
                the SPA regarding any unresolved dispute between them or such proceedings
                have not been notified to the Escrow Bank, this Escrow Agreement
                shall
                automatically terminate on 4th May 2008 and the Escrow Bank shall
                release
                in favour of the Guarantors, the amounts remaining on the Escrow
                Accounts.

            


    

     

    
      	
            	
              3.2

            	
              If
                at said date proceedings have been initiated, the Bank shall retain
                an
                amount equal to the disputed figure together with additional estimated
                costs of the proceeding. This Escrow Agreement shall then remain
                in effect
                with respect to the amount so retained until receipt by the Escrow
                Bank of
                either of such documentation as listed in Clause 2.1 or documentation
                that
                the dispute has been resolved without any award made for the
                Buyer.

            


    

     

    
      	
              4

            	
              Escrow
                Bank

            


    

     

    
      	
            	
              4.1

            	
              Guarantors
                and Buyer shall deliver to the Escrow Bank documentation setting
                out the
                person/persons duly authorised to bind the Parties in all matters
                relating
                to this Escrow Agreement.

            


    

     

    
      	
              5

            	
              Waiver
                and Amendments

            


    

     

    
      	
            	
              5.1

            	
              This
                Escrow Agreement may be amended and the terms hereof may be waived
                only by
                written instrument signed by the Parties or in the case of a waiver,
                by
                the Party waiving its rights under this Escrow
                Agreement.

            


    

     

    
      	
              6

            	
              Governing
                Law and Arbitration

            


    

     

    
      	
            	
              6.1

            	
              This
                Escrow Agreement and any dispute or claim arising out of or in connection
                herewith shall be governed by and construed in accordance with the
                laws of
                Denmark.

            


    


    
      
        
        

      

      
        -4-

        
          

        

      

       

    

     

    
      	
            	
              6.2

            	
              The
                Parties agree to submit any disputes to the Maritime and Commercial
                Court
                in Copenhagen, Denmark, and jointly request that to the extent permissible
                by the court any proceeding and documentation of evidence shall be
                in
                English.

            


    

     

    
      	
              7

            	
              Copies

            


    

     

    
      	
            	
              7.1

            	
              This
                Escrow Agreement has been executed in two original copies and one
                copy has
                been given to each of the Parties.

            


    

     

    For
      and
      on behalf of Valor Computerized Systems Ltd:

    
      	
              

            	 	
               

               

            
	
              
                

              

              
                Ofer
                  Shofman

              

            	 	
              
 


    

     

    For
      IPU,
      Individuel Programudvikling ApS:

     

    
      	 	 	 	 
		 	 	
            
	
              
Kurt
              Byskov	 	 	
            


    

     

    For
      Henning Maerkedahl Holding A/S:

     

    
      	 	 	 	 
		 	 	
            
	
              
Henning
              Maerkedahl	 	 	
            


    

     

    For
      Aksel
      Jorgensen Invest ApS:

     

    
      	 	 	 	 
		 	 	
            
	
              
Aksel
              Jorgensen	 	 	
            


    

     

    For
      Rotensia A/S:

     

    
      	 	 	 	 
		 	 	
            
	
              
Jorgeh
              Wisborg according PoA	 	 	
            


    

     

    
      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      
        
           

          
            	 	 	 	 
		 	 	
                  
	
                    
Aksel
                    Jorgensen	 	 	
                  


          

           

          
            	 	 	 	 
		 	 	
                  


          

          
            
              

            

          

          
            	
                    Soren
                      Cramer

                  	 	 	
                  


          

           

          
            	 	 	 	 
		 	 	
                  


          

          
            

          

          
            	Jean Steen knudsen	 	 	
                  


          

           

          
            		 	 	
                  
	
                    
Birgitte
                    Spencer	 	 	
                  


          

           

          We
            agree
            and accept to act as the Esrow Bank and to fulfill all the proivisions
            stupulated hereinabove:

           

          For
            Nordea Bank Denmark

           

            	 	 	 	 
		 	 	
                  
	
                  	 	 	
                  


          

           

          
            
              
              

            

            
              -6-

              
                

              

            

            
              
              

            

          

           

        

      

    

    
      Execution
        copy

       

      ANNEX
        5.1 - REPRESENTATIONS AND WARRANTIES

       

      Terms:
        Capitalized terms not otherwise defined in this Annex shall have the meanings
        attributed to them in the SPA, including without limitation its appendices
        (the
“SPA”),
        to
        which this Annex is attached. The terms “Sellers” herein, shall each be
        construed to mean whether jointly or severally.

       

      The
        Sellers undertake, warrant and represent the following to the
        Buyer:

       

      
        	1.	
                Power
                  and Authority

              


      

       

      
        	
              	
                1.1.

              	
                Each
                  of the Sellers has full right power and authority (i) to execute
                  and
                  deliver the SPA and (ii) to comply with the provisions of and perform
                  all
                  of its obligations under the SPA.

              


      

       

      
        	
              	
                1.2.

              	
                The
                  SPA constitutes a legal, valid and binding obligation enforceable
                  against
                  the Sellers.

              


      

       

      
        	
              	
                1.3.

              	
                The
                  SPA has been duly approved and authorized by all competent bodies
                  of the
                  Sellers and the Company.

              


      

       

      
        	
              	
                1.4.

              	
                Neither
                  the execution nor the consummation of the SPA will (i) conflict
                  with or
                  constitute breach or violation of the articles of association and/or
                  any
                  other corporate documents of the Company and/or any applicable
                  law, (ii)
                  conflict with or result in breach of any obligation concluded/imposed
                  on/taken by either of the Sellers or the Company or concerning
                  their
                  property, (iii) conflict with or constitute violation of any judgment,
                  decision or order made by any court or administrative body against
                  or
                  binding upon either of the Sellers or Company or their property,
                  or (iv)
                  conflict with or constitute a violation of any law or regulation
                  applicable to the either of the Sellers or the Company or their
                  property.

              


      

       

      
        	
              	
                1.5.

              	
                No
                  consent or approval of any shareholder, creditor or any other person,
                  or
                  notification to, registration with or the consent or approval of
                  any court
                  of law or administrative body is required in connection with the
                  execution
                  and consummation of the SPA.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

         

      

       

      
        	
              	
                1.6.

              	
                There
                  exists no public order or decision that restrains or prohibits
                  the
                  consummation of the transaction contemplated by this
                  Agreement.

              


      

       

      
        	
              	
                1.7.

              	
                Or
                  public approval, consents and authorizations required for the consummation
                  of the transaction contemplated herby, have been
                  obtained

              


      

       

      
        	
                2.

              	
                The
                  Company, its Share Capital and
                  Shareholders

              


      

       

      
        	
              	
                2.1.

              	
                The
                  Company is a corporation duly organized and validly existing. The
                  transcript from the Danish Commerce and Companies Agency attached
                  as
                  Appendix
                  2.1
                  fully and accurately set out the item that needs to be recorded
                  therein.

              


      

       

      
        	
              	
                2.2.

              	
                All
                  information on the Company has been duly and properly
                  registered.

              


      

       

      
        	
              	
                2.3.

              	
                The
                  articles of association attached as Appendix
                  2.3
                  are the current articles of association of the
                  Company.

              


      

       

      
        	
              	
                2.4.

              	
                All
                  resolutions of the Company have been registered with all relevant
                  registries, including the Danish Commerce and Companies
                  Agency.

              


      

       

      
        	
              	
                2.5.

              	
                The
                  minute books of the Company attached hereto as Appendix
                  2.5,
                  contain minutes of all general meetings and board meetings of the
                  Company,
                  whether annual or extraordinary, and the minutes accurately and
                  adequately
                  reflect the proceedings and resolutions of such
                  meetings.

              


      

       

      
        	
              	
                2.6.

              	
                The
                  Company has not suspended its payments, entered into liquidation,
                  whether
                  voluntary or compulsory, or taken any similar action in consequence
                  of
                  insolvency, and no application/petition for such action has been
                  filed by
                  the Company or any third party, and to the Sellers’ best knowledge, no
                  risk of such action or petition exists. Without derogation from
                  the
                  generality of the above, the Company is not insolvent, and fulfills
                  and
                  has fulfilled all of its
                  obligations.

              


      

       

      
        	
              	
                2.7.

              	
                The
                  Shares are all duly and validly authorized, issued and fully paid,
                  free
                  from any encumbrances, charges, restrictive covenants, options,
                  rights of
                  first refusal, warrants and/or any third party rights
                  whatsoever.

              


      


      
        
          
          

        

        
          -2-

          
            

          

        

         

      

       

      
        	
              	
                2.8.

              	
                No
                  share certificates have been issued by the Company, including for
                  the
                  Shares.

              


      

       

      
        	
              	
                2.9.

              	
                There
                  are not outstanding any options, warrants, rights (including conversion
                  or
                  preemptive rights) or agreements for the purchase or acquisition
                  from the
                  Company of any shares or other
                  securities.

              


      

       

      
        	
              	
                2.10.

              	
                Except
                  for Valor Denmark being a subsidiary of the Company, the Company
                  has no
                  subsidiaries, holds no interests in any entity and/or joint venture
                  or any
                  other business, and has not assumed any obligations to acquire
                  any
                  interests in any entity and/or joint venture or any other
                  business.

              


      

       

      
        	
                3.

              	
                Accounts,
                  Books and Records

              


      

       

      
        	
              	
                3.1.

              	
                The
                  Company’s audited annual reports for the accounting years 2004 and 2005
                  and trial balance for March 31, 2006, attached as Appendix
                  3.1
                  hereto (the “Annual
                  Reports”):

              


      

       

      
        	
              	
                3.1.1.

              	
                give
                  a true, accurate and fair view of the Company (including assets
                  and
                  liabilities, profit/loss, balance sheet, cash flow, etc.) on the
                  dates
                  specified therein; and

              


      

       

      
        	
              	
                3.1.2.

              	
                have
                  been prepared in accordance with Danish GAAP and applicable
                  legislation;

              


      

       

      
        	
              	
                3.1.3.

              	
                have
                  been properly recorded on an accruals basis in accordance with
                  Danish GAAP
                  and applicable legislation.

              


      

       

      
        	
              	
                3.1.4.

              	
                the
                  Annual Reports for the years 2004 and 2005, have been duly adopted
                  at the
                  Company’s annual general
                  meeting(s);

              


      

       

      
        	
              	
                3.2.

              	
                Since
                  January 1, 2006, no events or circumstances have occurred or are,
                  to the
                  best knowledge of the Sellers threatening to occur which may individually
                  or in aggregate, actually or potentially, result in an adverse
                  change of
                  the position of the Company and/or its business, assets and/or
                  financial
                  position.

              


      


      
        
          
          

        

        
          -3-

          
            

          

        

         

      

       

    

    
      	
            	
              3.3.

            	
              In
                connection with the presentation of the Annual Reports, the external
                legal
                advisors to the Company have not issued any legal letter concerning
                material information not disclosed in the Annual
                Reports.

            


    

    


    
      	
            	
              3.4.

            	
              The
                Company's books and records contain all material documents which
                must be
                or are usually kept by enterprises of the same nature as the Company
                and
                accurately and fairly reflect the activities and assets of the
                Company.

            


    

    


    
      	
            	
              3.5.

            	
              The
                Company's bank accounts' statements as of the date of this Agreement
                are
                attached as Appendix
                3.5.

            


    

    


    
      	4.	
              Material
                Commitments and Agreements

            


    

    


    Since
      the
      drop down pursuant to the Transaction Agreement the Company has not had
      contracts or agreements of any kind except for The Transaction Agreement itself
      and with its CPA and Members of the Board of directors. Following payment of
      the
      Net Debt, the Company will have no liabilities towards either the CPA nor the
      members of the Board of directors.

    


    
      	5.	
              Business
                of the Company

            


    

    


    
      	
            	
              5.1.

            	
               The
                Company does not have any clients, suppliers, activity or assets,
                other
                than the actual passive holding of Valor Denmark and the contractual
                rights and obligations under the agreements specified in clause 4.1
                above.

            


    

    


    
      	
            	
              5.2.

            	
              The
                Company's business is being carried out in compliance in all material
                respects with all applicable laws and
                regulations.

            


    

    


    
      	
            	
              5.3.

            	
              The
                Company holds all the licenses and permits required for the carrying
                on of
                its business and are not in breach thereof, except for such licenses
                or
                breaches where the lack of such license or its breach would not have
                a
                material adverse effect on the Company and/or its business and/or
                its
                finances. There are no pending or, to the best of the Sellers' knowledge,
                threatened proceedings which might in any material way adversely
                affect
                such licenses, covenants or permissions; and they are not aware of
                any
                circumstances whereby any of the same is likely to be suspended,
                cancelled, revoked or not renewed in the ordinary course of
                business.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Employees
                etc.

            


    

    


    Since
      the
      drop down pursuant to the Transaction Agreement, the Company has not employed
      any employee. Kurt Byskov and Henning Maerkedahl are registered in the Danish
      Commerce and Companies Agency as the Company's managers.

    


    
      	
              7.

            	
              Taxation

            


    

    


    
      	
            	
              7.1.

            	
              The
                Company has duly made all returns, given all notices, and supplied
                all
                other information required to be supplied, directly or indirectly,
                to the
                Danish tax authorities and all such information, returns and notices
                are
                not likely to be the subject of any dispute with any of the relevant
                authorities concerned.

            


    

     

    
      	
            	
              7.2.

            	
              The
                Company has duly deducted, withheld, paid and accounted for all taxes
                due
                to have been deducted, withheld, paid or accounted for by it before
                the
                Closing Date.

            


    

    


    
      	
            	
              7.3.

            	
              There
                are no taxation matters pending against the Company. There is no
                written
                claim against the Company for any taxes, and no assessment, deficiency
                or
                adjustment has been asserted, proposed or to the best of Sellers
                knowledge
                threatened with respect to any tax return of or with respect to the
                Company. No claim has ever been made by any governmental authority
                that
                the Company does not file tax returns or does not comply with any
                law/regulation/procedure etc. that it is or may be subject
                to.

            


    

    


    
      	
            	
              7.4.

            	
              The
                Company's trade with its shareholders and others has always been
                carried
                out on an arm's length basis and no such transactions will cause
                the
                Company to be liable to pay taxes which have not been paid or duly
                and
                accurately provided for in the Annual Reports. The Company has to
                the
                extent required by applicable law prepared documentation regarding
such
                transactions.

            


    

    


    
      	
            	
              7.5.

            	
              No
                special tax exemption, tax benefits or other positive tax treatments,
                which the Company enjoys can be cancelled as a consequence of
                circumstances deriving from its activities prior to Closing or the
                execution of the SPA and/or the
                Closing.

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              7.6.

            	
              The
                Company is not - and has not been - a party to any tax reservations
                (in
                Danish: "skatteforbehold") still in
                force.

            


    

    


    
      	
              8.

            	
              Litigation:
                Since
                its incorporation, the Company is not engaged in any litigation,
                arbitration, prosecution or other legal proceedings and there are
                no such
                proceedings pending or threatened.

            


    

    


    
      	
              9.

            	
              Liabilities:

            


    

    


    
      	
            	
              9.1.

            	
              Other
                than as disclosed in the Annual Reports, the Company has no debt
                or other
                liabilities other than debt created in the ordinary course of the
                Company's business after March 31,
                2006.

            


    

    


    
      	
            	
              9.2.

            	
              Contingent
                liabilities: The Company has no contingent liabilities save as specified
                in the Annual Reports, except for usual contingent liabilities created
                in
                the ordinary course of the Company's business after March 31, 2006.
                The
                performance of the SPA shall not cause the Company to incur any additional
                or special obligations or liabilities towards any third party, including
                a
                duty to pay and/or a liability for agency commission or similar
                fee.

            


    

     

    
      	
              10.

            	
              Competition
                Law Matters: To
                the best of the Sellers' knowledge, the Company is not nor has been
                a
                party to any practice, arrangement, agreement or understanding which
                is in
                breach of national and/or supranational competition laws or which
                may lead
                to any decree from competition authorities having a material adverse
                effect on the business of the
                Company.

            


    

    


    
      	
              11.

            	
              Without
                derogating from the generality of Clause 9.5 of the SPA, this Annex
                5.1
                includes any and all significant and material data which is required
                for
                the correct evaluation of the Company by a reasonable
                purchaser.