Exhibit
4.7  Execution
Copy  STOCK
PURCHASE AGREEMENT   regarding   SwissQual
Holding AG


Table of
Content  1.
  Definitions2.
  Sale and
  Purchase of Shares, Consideration3.
  Conduct from
  Signing to Closing and Closing4.
  Representations and
  Warranties of Seller5.
  Remedies6.
  Indemnities7.
  Further
  Undertakings after Closing Date8.
  Management and
  Structure of the Company9.
  Obligations of
  the Purchaser10.
  Taxes11.
  Miscellaneous12.
  Governing Law
  and JurisdictionList of
  Schedules


STOCK
PURCHASE AGREEMENT   between   1.
  
  AndreasDanuser,Sandstrasse 57A, CH-5412 Gebenstorf2.
  
  Thomas
  von Arx,Vrenihus Hasli 4, CH-6262
  Langnau3.
  
  Tomas
  Ahnebrink,Rte des Pins 22, CH-2035 Corcelles4.
  
  Hanspeter
  Bobst,Allmendstrasse 32,
  CH-4702 Oensingen5.
  
  Pero
  Juric,Heimlisbergstrasse 9,
  CH-4513 Langendorf6.
  
  Carl-Fredrik
  Lehland,Odderhei Platå 5, N-4639
  Kristiansand S7.
  
  Gerhard
  Heinzel,Effingerstrasse 103,
  CH-3008 Bern8.
  
  Ana
  Esteves,9, Rue de Château, CH-2022
  Bevaix9.
  
  Kurt
  Rohner,Industriestrasse 3,
  CH-6345 Neuheim10.
  
  Dieter
  Blattner,Forststrasse 5, CH-4500
  Solothurn11.
  
  Arpad
  Hellenbart,Bühlstrasse 42,
  CH-3012 Bern12.
  
  Roman
  Kaderli,Hinterholzring 25,
  CH-4443 Wittinsburg13.
  
  Eugen
  Rodel,Ritterquai 23, CH-4500
  Solothurn14.
  
  Hansueli
  Schaffer,Bahnhofstrasse, CH-6207
  Nottwil15.
  
  Tino
  Scholz,Zilackerstrasse 5,
  CH-4513 Langendorf16.
  
  Christer
  Stalder,9, Rue de Château, CH-2022
  Bevaix17.
  
  Bendicht
  Thomet,Riedbachstrasse 350,
  CH-3020 Bern18.
  
  Comarco Wireless Technologies,
  Inc., 2 Cromwell, Irvine, CA 92618-1816/USA  1 and 6. to 17. represented with collective signature by two of 2. to 5.
based on the powers of attorney attached hereto as Schedule 0.1  Sellers  and  Spirent
Holdings Limited, Spirent House, Crawley Business
Quarter, Fleming Way, Crawley, West Sussex, RH10 9QL, Great Britain  Purchaser  and  Spirent
plc, Spirent House, Crawley Business Quarter, Fleming
Way, Crawley, West Sussex, RH10 9QL, Great Britain  Spirent
plc  3


WHEREAS, SwissQual Holding AG,
Metallstrasse 9b, CH-6300 Zug (hereinafter referred to as the Company) has issued a share capital of CHF
1183263 divided into 1183263 shares with a nominal value of CHF 1 each;  WHEREAS,Sellers
together own the Shares of the Company with each Seller owning such number of
Shares as set forth in Schedule A;  WHEREAS,Purchaser intends to
purchase all the Shares of the Company.  NOW,
THEREFORE,the Parties have come to the following agreement:  4


ARTICLE 1
Definitions  As used in this
Agreement, the following terms have the following meaning unless the context requires
otherwise:  2006
Budgetshall have the meaning set forth in art. 8.1 of this Agreement.  Accounting
Expert shall mean the firm of accountants appointed pursuant
to art. 2.2.2 of this Agreement.  Accounting
and Consolidation Principles shall mean the accounting and
consolidation principles the application and limits of which are further
described in art. 4.5 second subparagraph as attached hereto in Schedule 1.1.  Agreementshall mean this agreement as amended from time to time pursuant
to art. 11.5 of this Agreement together with its Schedules.  Amount
Approvedshall have the meaning set forth in art. 2.2.2b of
this Agreement.  Amount
Claimed shall have the meaning set forth in art. 2.2.2b of
this Agreement.  Available Escrow Amount shall have the
meaning set forth in art. 2.2.2b of this Agreements.  Businessshall mean the business the Companies are carrying out prior
to the Closing Date except for anything out of the ordinary course of business.  Business Day shall mean a day (other than
a Saturday or a Sunday) on which banks are open for general business in Zurich,
Switzerland.  CHFshall
mean Swiss Francs, being the lawful currency of Switzerland.  5


Claim Notice shall have
the meaning defined in the Escrow Agreement.  Closingshall mean the consummation of the transactions in accordance
with art. 3 of this Agreement.  Closing
Dateshall mean the date defined in art. 3.1 of this
Agreement.  CO
shall mean the Swiss Code of Obligations.  Companiesshall mean the Company and the Subsidiaries.  Companyshall mean SwissQual Holding AG, Metallstrasse 9b, CH-6300
Zug.  Company
Discount Policy shall have the meaning defined in art. 8.3
of this Agreement.  Computationshall have the
meaning defined in art. 2.2.2 of this Agreement.  Consolidated
2004 Financial Statements shall have the meaning set forth
in art. 4.5 of this Agreement.  Consolidated
2005 Financial Statements shall have the meaning set forth
in art. 4.5 of this Agreement.  Corrective
Actions shall have
the meaning as defined in art. 8.4 of this Agreement.  Custodianshall have the
meaning defined in the Escrow Agreement.  Dividend
shall mean the dividend declared by the Companys shareholders meeting on January 22, 2006 in the amount of
CHF 3000000 and agreed to
be paid on January 23, 2006.  6


Disputed
Matter shall have the meaning defined in art. 2.2.2 a of
this Agreement.  Environmental
Lawsshall have the meaning set forth in art. 4.18 of
the Agreement.  Escrow
Account Closingshall have the meaning set forth in the
Escrow Agreement.  Escrow
Account Retentionshall have the meaning set forth in the
Escrow Agreement.  Escrow
Agentshall mean Credit Suisse Solution Partners AG.  Escrow
Agreementshall mean the escrow agreement signed at the date
of this Agreement and attached as Schedule 1.2.  Financial
Statements shall have the meaning set forth in art. 4.5 of this Agreement.  Fixed
Purchase Priceshall be the amount defined in art. 2.2.1 of
this Agreement.  Foundersshall mean Thomas von Arx, Andreas Danuser, Tomas Ahnebrink,
Hanspeter Bobst and Pero Juric.  Intellectual
Property Rightsshall
mean know-how, patents, trademarks, trade names, copyrights (including, but not
limited to the rights on software) and any other intellectual property rights.  IFRSmeans the International
Financial Reporting Standards as applicable at the relevant date.  Notice
of Disagreement shall have the meaning defined in art. 2.2.2
of this Agreement.  Option
Holders shall mean any individual or legal entity which has
or claims to have any option on Shares, other shares issued or to be issued in
any of the Companies.  7


Party
or Partiesshall mean one or all parties to this Agreement.  PPAWP
shall have the meaning defined in art. 8.4 of this Agreement.  Purchase
Priceshall mean the purchase price defined in art. 2.2 of
this Agreement.  Quarterly Financial Resultsshall have the meaning defined in art.
8.4 of this Agreement.  Quarterly
Hurdles shall have the meaning defined in art. 8.1 of this
Agreement.  Resolution
Period shall have the meaning defined in art. 2.2.2 of this
Agreement.  Sellers
Agentshall mean and
the Sellers herewith appoint Thomas von Arx unless the Sellers have in writing
notified the Purchaser of his replacement by one of the other Founders
indicating the name of the new sellers agent.  Sellers
Best Knowledgeshall
mean the actual knowledge of the Founders (or any one of the Founders) and Kurt
Rohner.  Sharesshall
mean all and any of the 1183263 shares of the Company with a nominal value of
CHF 1 each.  Signingshall mean the Date
on which this Agreement has been fully signed.  Spirent
Group shall mean the
Purchaser and any affiliate of the Purchaser, including but not limited to
Spirent plc.  Subsidiariesshall mean the companies set forth in Schedule 1.3.  Taxesshall
mean all tax liabilities in any jurisdiction whether actual or deferred in
respect of income taxes, sales taxes, VAT, any turnover or cost related taxes,
withholding taxes, stamp duties  8


and any other
transfer duties, payroll taxes, social security contributions (Sozialabgaben) and taxes as well as property taxes and all
other levies, customs, taxes and public duties of any kind including any
interest and penalties in relation to such taxes.  In
this Agreement, unless the context otherwise requires:  (i)references to personsshall include
individuals, bodies corporate (wherever incorporated), unincorporated
associations and partnerships;  (ii)the headingsare inserted
for convenience only and shall not affect the construction of this Agreement;  (iii)references to one genderinclude all
genders;  (iv)words importing
the singular shall include the plural and vice versa.  9


ARTICLE 2
Sale and Purchase of Shares,
Consideration  2.1Sale
and Purchase of Shares.Subject to the terms and conditions set out herein,
Sellers hereby agree to sell to Purchaser and Purchaser agrees to buy from
Sellers the Shares, representing all of the outstanding shares of the Company.  2.2Purchase
Price.The purchase price consists of the Fixed Purchase Price and any
earnout payable to the Escrow Agent on behalf of the Sellers in accordance with
art. 2.2.2 of this Agreement (the Purchase Price). The total Purchase Price
is split among the Sellers according to the percentages of Shares owned as set
forth in Schedule Aand will be administered by the Escrow Agent.  2.2.1Fixed
Purchase Price  The Fixed Purchase Price for all the Shares purchased in accordance
with art. 2.1 of this Agreement amounts to CHF 62487863  (in words: Swiss Francs sixty-two million four hundred
eighty-seven thousand eight hundred sixty-three).  2.2.2Earnout  a.Earnout
amounts  In addition to the Fixed Purchase Price set forth above, the Purchaser
shall pay the following earnout amounts:  (i)Up
to CHF 5000000 (Swiss Francs five
million) shall be paid in accordance with Schedule 2.2.2 (i)
regarding project CAMPING.  (ii)Up
to CHF 5000000 (Swiss Francs five
million) shall be paid in accordance with  10


Schedule 2.2.2 (ii) regarding project DARAS.  (iii)A
payment of CHF 7500000 (Swiss Francs seven
million five hundred thousand shall be made if total revenues of the
Seven.Five and Qualipoc product lines as further defined in Schedule 2.2.2
(iii) realized in the year 2006 amount to at least CHF 32400000. If such
revenues are below CHF 32400000 but not
less than CHF 27540000, the earnout to be paid under this specific
subparagraph shall be computed as follows:  Earnout = CHF
  7500000 x (actual revenues  CHF 27540000)CHF 4860000  If the total revenues of the Seven.Five and Qualipoc product lines
realized in the year 2006 amount to less than CHF 27540000 no earnout shall
be paid under this specific subparagraph iii.  (iv)A
payment of up to CHF 6000000 (Swiss Francs six million) shall paid in
accordance with Schedule 2.2.2 (iv) regarding project ELEKTRA.  (v)A payment of CHF 4500000 (Swiss
Francs four million five hundred
thousand) shall be made if total
revenues of the Company realized in the year 2006 amount to at least
CHF 45000000. If revenues are below CHF 45000000 but not less than CHF
38900000, the earnout to be paid under this specific subparagraph shall be computed
as follows.  Earnout = CHF 4500000 x (actual revenues  CHF 38900000)CHF 6100000  If total revenues of the Company realized in
the year 2006 do not reach CHF 38900000 no earnout shall be paid under this
specific subparagraph v.  The earnout amounts described in subparagraph (iii) and (v) and the
revenue related part of  11


subparagraph (iv) above will be calculated on the basis of the audited
consolidated profit and loss statement of the Company for the year 2006. The
calculation of the revenues relevant for these earnout amounts shall be
prepared by the Company pursuant to IFRS and, in particular, the revenue
recognition rules applicable under IFRS as consistently applied in accordance
with the past practice of the Company andshall be certified by the Companys auditors for the financial year 2006,the cost
of such work to be borne by the Company. On or before March 15, 2007, the
Purchaser shall furnish the computation of the relevant revenues (the Computation)
together with the consolidated profit and loss statement and the auditors
report to the Sellers. In order to analyze such computation, the Founders and a
firm of accountants appointed by them shall have access to the Companies
books, records and personnel to the extent required to analyze the basis for
the computation of the earnout.  The Computation shall become final and binding upon the Parties unless
the Sellers Agent gives written notice (Notice of Disagreement) to the
Purchaser within 30 calendar days following receipt of the Computation. The
Notice of Disagreement shall relate solely to the Computation and shall specify
in reasonable detail the nature of any disagreement so asserted.  During the period of 30 calendar days (the Resolution Period)
following the receipt by the Purchaser of the Notice of Disagreement, a
representative of Spirent Group and Sellers Agent will attempt to resolve any
differences which they may have with respect to any matters specified in the
Notice of Disagreement. If at the end of the Resolution Period the Parties have
failed to reach written agreement with respect to any of such matters, then
such matters as specified in the Notice of Disagreement as to which such
written agreement has not been reached (the Disputed Matters) shall be
submitted to and reviewed by the Accounting Expert which shall be an accounting
firm with an international reputation having an office in Switzerland and
having no other material relationship with either Party.  If within 30 calendar days following the expiration of the Resolution
Period, the Parties have failed to agree in writing on the selection of the
Accounting Expert or any Accounting Expert selected by them has not agreed to
perform the services called for hereunder, the Accounting Expert shall
thereupon be selected by the president of the Commercial Court of Zurich  12


(Handelsgericht) with it being a
requirement that the president of the Commercial Court shall select an
Accounting Expert which shall be an accounting firm with an international
reputation having no other material relationship with either Party.  The Accounting Expert shall review the Computation and its decision
with respect to Disputed Matters shall be final and binding upon the Parties (Schiedsgutachten). For such purpose, the
Purchaser shall cause the Company to fully cooperate with the Accounting Expert
and, in particular, to grant the Accounting Expert access to employees,
documents and books of the Company. With the exception of the Disputed Matters,
the Accounting Experts computation shall, however, be based on the Companys
computation (for all elements of the Companys Computation not mentioned in the
Notice of Disagreement) or on written settlements reached by the Parties (for
all Disputed Matters on which the Parties before the examination by the Account
Expert have agreed upon). The fees and expenses of the Accounting Expert in
connection with the determination of any Disputed Matter shall be borne one
half by the Sellers and one half by the Purchaser.  b.   Payment of earnout amounts  The payments defined in subparagraphs (i)
through (v) above are independent of each other, i.e. each one of these
payments, or part thereof, shall be made if the conditions defined for such
payment are met pursuant to art. 2.2.2 and the respective Schedules,
independent of whether the conditions for the other payments are met or not.
The earnout payments shall be made as follows:  (i)to the Company for payment to the Option
Holders: 5.35% (details of such calculation are attached as Schedule 2.2.2.b)
of the respective earnout payment, plus the social security contributions as
listed in Schedule 6.1.  (ii)to the Escrow Agent on behalf of the Sellers:
the amount remaining of the respective earn-out payment (i.e. the respective
earnout payment less the amount set out in art.2.2.2b(i) above).  13


The earnout amounts described in subparagraphs (iii) and (v) and the revenue related
part of subparagraph (iv) above shall be paid by the Purchaser within 5
Business Days after the Computation has become final and binding for the
Parties, and the earnout amounts described in subparagraphs (i), (ii) and the
non-revenue related part of subparagraph (iv) shall be paid by the Purchaser
within 7 Business Days after the earlier of (i) Acceptance, or Final Acceptance
as applicable, as defined in the respective Schedule, or, in the absence of
such Acceptance or Final Acceptance respectively, after having been (ii)
finally agreed upon or (iii) finally decided based on a binding court decision,
as defined in the respective Schedule, all as follows:  In case prior to or at the date an earnout payment becomes due,
Purchaser has  (a)obtained
a final and binding court decision or decisions against one or more of the
Sellers approving a claim or claims of the Purchaser in certain amounts
(together the Amount Approved), or  (b)filed
a claim or claims against one or more of the Sellers with the Commercial Court
in certain amounts (together Amount Claimed),  if and to the extent the funds in the Escrow Account Retention -
general less the amount of any other claim based on a Claim Notice as defined
in the Escrow Agreement (the Available Escrow Amount) amounts to less than
the Amount Approved and/or the Amount Claimed, the difference between the
Amount Approved and/or the Amount Claimed and the Available Escrow Amount,
shall (i) in case of an Amount Approved be set-off against the earnout payment
due and retained by the Purchaser, and (ii) in case of an Amount Claimed, the
earnout amount due be paid into the Escrow Account Retention. If and to the
extent the Amount Approved and/or the Amount Claimed is not fully covered by
the set-off and/or Available Escrow Amount, and further earnout payments become
due, the same shall apply until the Amount Approved and/or the Amount Claimed
are fully off-settable or covered by the Available Escrow Amount; any remaining
amount shall immediately be paid to the Escrow Account Closing.  14


The set-off as per the above rule or the payment to the Escrow Agent as
described in the preceding paragraph shall fully discharge the Purchaser of its
obligations to the Sellers with respect to the respective earnout amount. The
Purchaser shall not be entitled to set-off any claim Purchaser has under this
Agreement (in particular under art. 5 and/or 6) against Sellers claims under
this art. 2.2.2 other than described above for Amount Approved and Amount
Claimed.  ARTICLE 3
Conduct from Signing to Closing and Closing  3.1Closing
Date of Transaction.The transaction described in this Agreement shall be
consummated at the offices of Baker & McKenzie, Zollikerstrasse 225, 8008
Zurich, 3 Business Days (or earlier, if the Parties agree) after the signing of
this Agreement (Closing Date).  3.2Conduct
from Signing to Closing. Sellers undertake to and will cause the Companies
to conduct the Business from Signing until Closing Date in the ordinary course
and consistent with past practice and not to conduct any extraordinary business
transactions without the prior written approval of the Purchaser. In
particular, the Sellers shall and shall cause the Companies to  (a)Not do anything that would interfere with
the consummation of the transaction contemplated by this Agreement as a whole
or agree to undertake any such action;  (b)Not do or undertake to do anything if it
is not on at arms length terms and in the ordinary course of the Business;  (c)Continue to carry on and maintain its
Business in the same manner as heretofore carried out and maintained;  (d)Not make or agree to make any declaration
or setting aside or payment of any  15


dividend or any other distribution of profit or any
direct or indirect redemption, purchase or other acquisition of any quotas or
shares of the Companies, or agree to do so, other than the payment of properly
resolved dividends by the Subsidiaries to the Company and the Dividend and
payment or agreement to pay the determined part of the purchase price for the
repurchase of the options from the Option Holders in the amount of CHF 2440375;  (e)Refrain from
issuing, selling or delivering any share capital warrants, warrants, options or
similar rights or other corporate securities of the Companies or agree to do
so;  (f)Not form, enter into, vary, terminate or
withdraw from or agree to form, enter into, vary, terminate or withdraw from
any partnership, consortium, joint venture or other incorporated association;  (g)Not amend or terminate or enter or agree
to amend, terminate or enter into any agreement to amend or terminate any
material agreement (including, but not limited to consulting agreements,
employment agreements and pension plans or commitments);  (h)Not sell, transfer, lease or otherwise
dispose of any assets or agree to such action other than transactions with
customers in the ordinary course of Business;  (i)Not make any investments in or payments
for fixed assets in excess of the amounts in the 2006 Budget or agree to such
action;  (j)Refrain from (i) granting any kind of
management fee or ex gratia payments to any of its employees, officers,
directors or shareholders, and (ii) granting any increase in the compensation
of directors or employees which has not been provided for in the 2006 Budget;  (k)Refrain from granting any loans,
guarantees, performance bonds or anything similar thereto or incur debts other
than trade payables incurred in the ordinary course of Business;  (l)Not to purchase or agree to purchase an interest
in any entity or making any similar type of investment or agree to do so;  (m)Not change or agree to change the articles
of incorporation or any other  16


organizational documents
of the Companies.  3.3Closing.On the Closing Date, Sellers shall deliver to Purchaser or, with respect to
subpara. (d), present to the Purchaser:  (a)1183263 shares of the Company with a
nominal value of CHF 1 each, duly endorsed in blank;  (b)a resolution of the Companys board of
directors consenting to the transfer of the Shares to the Purchaser;  (c)the Companys share ledger evidencing the
Purchasers ownership of the Shares;  (d)original share certificates representing
100% of the shares of all Subsidiaries duly endorsed in the name of the Company
or the Subsidiary holding such shares or, where no share certificates have been
issued, other proof (such as assignments) satisfactory to Purchaser, and share
ledgers of all Subsidiaries evidencing the Companys or any other Subsidiarys
ownership in all the shares of the Subsidiaries (this presentation does not
change the ownership of the Company or, as the case may be, of the Subsidiaries
in such shares);  (e)resignation letters of the directors
nominated in Schedule 3.3e of the Company effective as of the Closing
Date;  (f)resignation letters of the directors of
the Subsidiaries nominated in Schedule 3.3f effective as of the next
extraordinary shareholders meetings;  (g)duly signed non-solicit undertakings as
amendment to the employment agreements of Pero Juric and Hanspeter Bobst as per
Schedule 3.3g;  (h)duly signed non-solicit undertaking as
amendment to the consulting agreement of Kurt Rohner together with a
representation that there exists no other agreement with any of the Companies
as per Schedule 3.3h;  (i)duly signed consulting agreements
including non-compete and non-solicit obligations of TvA Consulting AG and
Thomas von Arx, ATECO GmbH and Tomas Ahnebrink and termination agreements of
any consulting and/or indemnification agreements in the form attached hereto as
Schedule 3.3i;  17


(j)duly signed tax declarations in the form
attached hereto as Schedule 3.3j between the persons and entities listed
in art. 3.3(i) and Kurt Rohner and
the respective Companies with
regard to any Taxes that may become due by the Companies;  (k)duly signed undertakings in the form
attached hereto in Schedule 3.3k of Kurt Rohner and the Founders and any
of their consulting firms as well as any employees of such consulting firms;  (l)minutes of the ordinary shareholders
meeting for the business year 2005 of the Company in which the Dividend has
been resolved and confirmation by the Company that the Dividend has been paid
out before or at Closing Date;  (m)true copies of the duly signed amendments
of agreements with all Option Holders (substantially in the form attached
hereto as Schedule 3.3m);  (n)resignation letters of the auditors of
each of the Companies effective as of the next extraordinary shareholders
meeting of the Companies;  (o)delivery of document listed as item 22 in the step by
step plan attached hereto as Schedule 3.3o.  against wire transfer by Purchaser to the Escrow Agent of (i) the amount of CHF 50987863 (Swiss Francs fifty million nine hundred eighty-seven
thousand eight hundred sixty-three) on behalf of the Escrow Account
Closing (account no.CHF current account no 0685-416335-91, BC 4685, IBAN CH29 0468 5041 6335
9100 0 with the Custodian) and (ii) of CHF 10 mio (Swiss Francs ten
million), CHF 0.9 mio (Swiss Francs nine hundred thousand) and
CHF 0.6 mio (Swiss Francs six hundred thousand) on behalf of the Escrow
Account Retentions (account nos. CHF current account no 0685-416335-91-1, BC 4685, IBAN CH02 0468 5041
6335 9100 1, CHF current account no
0685-416335-91-2, BC 4685, IBAN CH72 0468 5041 6335 9100 2 and CHF current account no 0685-416335-91-3, BC
4685, IBAN CH45 0468 5041 6335 9100 3 with the Custodian) and delivery
of a separate deed of Spirent plc in accordance with art. 11.9 of this
Agreement and attached hereto as Schedule 3.3p. Payment of these amounts
shall fully discharge the Purchaser from its obligation to pay the Fixed
Purchase Price under this Agreement.  18


The above actions shall
be reflected in closing minutes which shall be executed by the Parties at the
Closing.  3.4Right to rescind the Agreement until Closing.The Purchaser has a right not to close the transaction contemplated
herein and to rescind this Agreement  (i)if
between Signing and Closing the Purchaser discovers any matter, fact or circumstance
of any character that has occurred between January 1, 2006 and the Closing Date
and that was not known to the Purchaser at the Signing Date and that has or
might reasonably be expected to have a material adverse effect on the assets
and liabilities or the financial situation or the Business of the Companies, or  (ii)in case
of a material breach by the Sellers or the Companies of any of the following undertakings,
representations or warranties from January 1, 2006 until Closing Date unless
Purchaser has specifically approved such a breach when signing this Agreement:  (a)Not to do anything that would interfere
with the consummation of the transaction contemplated by this Agreement as a
whole or to have agreed to undertake any such action;  (b)Not to make or agree to make any
declaration or setting aside or payment of any dividend or any other
distribution of profit or any direct or indirect redemption, purchase or other
acquisition of any quotas or shares of the Companies, other than the payment of
properly resolved dividends by the Subsidiaries to the Company and the Dividend
and the determined part of the purchase price for the repurchase of the options
from the Option Holders;  (c)Not to issue,
sell or deliver any share capital warrants, warrants, options or similar rights
or other corporate securities of the Companies or agree to do any of these;  (d)Not to form, enter into, vary, terminate
or withdraw from or to agree to form, enter into, vary, terminate or withdraw
from any partnership, consortium, joint venture or other incorporated
association;  (e)Not to amend or terminate or enter into
or agree to amend, terminate or enter into any material agreement (including,
but not limited to consulting  19


agreements, employment agreements and pension plans or
commitments) other than in the ordinary course of the Business;  (f)Not to purchase or agree to purchase an
interest in any entity or making any similar type of investment;  (g)Not to change or agree to change the
articles of incorporation or any other organizational documents of the
Companies.  Should the Purchaser choose not to close the transaction contemplated
in this Agreement and rescind it, Purchaser will be fully indemnified for
negative damages (Negatives Interesse,without lost
profits)by
the Sellers except if the matter, fact or circumstance causing such material
adverse change has been completely out of Sellers control. For the avoidance
of doubt, none of the undertakings listed in subparagraph (ii) above is
considered to be out of Sellers control.  It is agreed between the Parties that Purchasers decision to close or
not to rescind this Agreement despite of the existence of a material adverse
effect in accordance with 3.4(i) or a material breach of the undertakings as
listed in art. 3.4(ii) above does not constitute a waiver of the right to claim
for damages or other contractual relief because of such breach.  3.5Right
to Rescind the Agreement because of Failure to meet Closing Obligations.If
the Fixed Purchase Price is not paid on the Closing Date to the Escrow Agent as
provided for in art. 3.3 of this Agreement, the rules set forth in art. 103 to
106 CO shall apply without any further notice being necessary pursuant to art.
102 CO. As an alternative to the enforcement of the contract, Sellers may  if
the Fixed Purchase Price has not been paid within 5 Business Days after the
Closing Date  at any time after the expiry of such grace period rescind this
Agreement and seek any damages. Such right may be exercised only by three of
the following persons acting jointly together with effect for all Sellers:
Andreas Danuser, Thomas von Arx, Tomas Ahnebrink, Hanspeter Bobst and Pero
Juric.  If not all Shares and the further documents listed in art. 3.3 of this
Agreement are delivered to Purchaser on the Closing Date as provided for in
art. 3.3 of this Agreement, the rules set  20


forth in art. 103 to 106 CO shall apply without any further notice
being necessary pursuant to art. 102 CO. As an alternative to the enforcement
of the contract,Purchaser may, if the Shares and the other
documents listed in art. 3.3 of this Agreement have not been delivered to
Purchaser within5 Business Days after the
Closing Dateas provided for in art. 3.3
of this Agreement,at any time after the expiry of such
grace period rescind this Agreement and seek damages.  Purchasers decision to close or not to rescind this Agreement based on
the above despite of any missing documents does not constitute a waiver of such
delivery obligation and shall, to the extent Purchaser suffers any damage or
loss by continuing to close, be fully indemnified by Sellers for any such
damage or loss.  ARTICLE 4
Representations and Warranties of Sellers  Sellers represent
and warrant for the Companies as of the Closing Date as follows:  4.1Organization
and Qualification.The Companies are duly incorporated and organized and validly
existing under the laws under which they have been incorporated and have full
power and corporate authority to own and to operate their properties and to
engage in the Business in which they are now engaged. Schedule 4.1a
contains the articles of incorporation of the Companies as in force. The
Companies are not in violation of any of their organizational documents or
articles of incorporation and their corporate actions have all been properly undertaken
in accordance with their organizational documents.  The statutory books and registers of the Companies are up to date and
contain records which are complete and accurate of all matters required to be
dealt with in such books. In particular, there are no pending applications for
registration into the shareholders register of any of the Companies. The
directors and officers of the Companies are listed in Schedule 4.1b.  21


4.2Capital
Structure.The Companies have the share capital set forth in Schedule
4.2. The shares of each Subsidiary have been validly issued and fully paid
up in compliance with applicable laws. No further capital, non-voting stock,
convertible securities such as options or similar rights in the Companies have
been or will be created or issued or agreed to be issued. Purchaser is aware
that 76500 options will be repurchased by the Company from the Option Holders
as set forth in art. 3.3 prior to the Closing Date. There will be no
option or convertible securities after such repurchase.  4.3Shares.
The 1183263 shares of the Company represent 100 per cent. of the issued and
outstanding share capital of the Company. All the Shares sold pursuant to art.
2.1 of this Agreement have been validly issued and fully paid in. No dividend
or constructive dividend or other distribution has been agreed or resolved
and/or paid out to the Sellers other than the Dividend.  4.4Ownership
and Capacity.Sellers have all necessary
authority and power and full right and capacity to enter into this
Agreement, carry out their respective obligations hereunder and to complete the
transaction contemplated herein. This Agreement constitutes legal, valid and
binding obligations of the Sellers, enforceable against each of them in
accordance with its terms.  Each Seller is the legal and beneficial owner of the Shares listed in Schedule
A opposite its name and has sole physical possession of such Shares. The
Shares are free and clear of all liens, encumbrances and other rights of third
parties. Upon the delivery of the Shares provided for in art. 3.3 of this
Agreement, Purchaser will receive legal and beneficial ownership of the Shares,
free and clear of all liens, encumbrances and other rights of third parties and
Sellers.  Sellers warrant, furthermore, that the Company legally and beneficially
owns the shares of the Subsidiaries as set forth in Schedule 4.4, free
and clear of all liens, encumbrances, options, charges, equities and claims
arising from any privilege, pledge or security  22


arrangement. Except for the Subsidiaries, none of the Companies holds
shares or any other interest in any third party.  The execution and delivery of, and the performance by the Sellers of
their obligations under this Agreement or the consummation of the transactions
contemplated herein will not result in a breach of any provision of the
constitutional documents, such as the articles of association or organizational
by-laws, if any, of the Companies.  The Sellers do not require any governmental consent or consent of or
notice to any third party to enter into this Agreement and to consummate the
transactions contemplated herein. There are no proceedings or investigations
whatsoever pending against any of the Sellers which could compromise the
consummation of the transactions contemplated herein.  4.5Financial
Statements.Schedule 4.5a contains a true and complete copy of the
audited consolidated financial statements of the Company as of December 31,
2004 (the Consolidated 2004 Financial Statements) and Schedule 4.5b
contains a true and complete copy of the audited consolidated financial
statements of the Company as of December 31, 2005 (the Consolidated 2005
Financial Statements). The Consolidated 2004 Financial Statements and the
Consolidated 2005 Financial Statements together shall be defined as the Financial
Statements. The Financial Statements have been prepared in accordance with
IFRS and the Accounting and Consolidation Principles and in accordance with
such principles show a true and fair view of the consolidated financial
position of the Company. Schedule 4.5c contains a true and valid copy of
the audited statutory financial statement of the Company as of December 31,
2005 (the Statutory Financial Statement). The Statutory Financial Statement
is fully in line with the applicable law.  The
Accounting and Consolidation Principles (i) have been consistently applied and
(ii) are and have in the past been in full compliance with IFRS.  In accordance with IFRS and the Accounting and Consolidation
Principles:  23


The Financial Statements do not
understate any liability. There are no liabilities of the Companies other than
those specifically reserved in the balance sheet.  There are no contingent liabilities of
the Companies that have to be disclosed in the Financial Statements other than
those specifically stated in the notes and exhibits to the Financial
Statements. The contingent liabilities are correctly disclosed.  The Financial Statements do not overstate
any asset; in particular, taking into account provisions for bad debts, the
Financial Statements do only show accounts receivable which are collectable and
bona fide obligations to pay for goods.  The Financial Statements do not set-off
any asset with any liability or any income with any revenue. There has been no
dissolution of reserves that is not apparent from the Financial Statements.  The relevant auditors have issued
unqualified audit reports in respect of the Financial Statements and the
Companies have not withheld any information from the auditors or given wrong or
misleading information to the auditors.  The books of account and all supporting
books and records of the Companies have been properly kept and are up to date.  The Consolidated 2005 Financial
Statements contain an accrual of CHF 150000 for the contract entered into
between SwissQual AG and
Elektrobit AG dated December 19, 2005 as attached as Schedule 4.5d and such accrual represents the
full amount of any commitments prior to the Closing Date to make payments under
such contract.  4.6Absence
of Adverse Changes.In the period between December 31, 2005 and the Closing
Date except as disclosed in Schedule 4.6:  24


no
event or circumstance has occurred of any character that has or might
reasonably be expected to have a material adverse effect on the assets
and liabilities or the financial situation or the Business of the Companies;  the
Companies have conducted their Business in the ordinary course and consistent
with past practice and not conducted any extraordinary business transactions
and have in particular (i) not taken any actions that violate art. 3.2 of this
Agreement nor (ii) taken any actions that, had they taken place between Signing
and Closing Date, would have violated art. 3.2 of this Agreement;  the
Companies have not suffered any material damage, destruction or loss by fire or
other casualty which is not covered by insurance.  4.7Permits
and Authorizations.The Companies have all the permits and authorizations
which are necessary to own their assets and to carry on their Business. Such
permits and authorizations are in full force and effect and have been and are
being complied with in all material respects.  4.8Litigation.Except as set forth in Schedule 4.8 as of the Closing Date, there
are no actions, suits or proceedings with a litigious value in excess of CHF 10000
pending or threatened against any of the Companies either in court, arbitration
or before any administrative board, agency or commission and to the best of
Sellers Best Knowledge there is no fact or circumstance which is reasonably
likely to give rise to a claim.  4.9Taxes.All tax returns required to be filed prior to Closing with respect to Taxes
payable or reimbursable by or in connection with the Business or otherwise due
have been timely and duly filed and accurately reflect the basis of taxation
(under applicable laws) and the liability of the Companies to pay Taxes. All
such tax returns (i) have been prepared in the manner required by applicable
law; and (ii) are true, correct and complete. All Taxes for which the Companies
are responsible have been timely paid or adequately reserved against in the Consolidated
2005 Financial Statements, to the extent required by IFRS and the Accounting
and Consolidation Principles. The Companies are not liable for Taxes of any
other person.  25


No tax authority has asserted any deficiency or claim
for additional Taxes with respect to the Companies.  4.10Agreements
with Third Parties.The Companies are not in default under or in breach of
any material agreements to which they are a party and no notice of termination
has been given with respect to such agreements only. No agreements material for
the Companies Business other than those listed in Schedule 4.10a are
subject to change of control clauses which would allow the pertinent
counterparties to terminate these agreements because of the transaction
contemplated herein. Other than listed in Schedule 4.10b, none of the
Companies is party to an onerous contract as defined under IFRS. All material
contracts of the Companies are listed in Schedule 4.10c.  4.11Arrangements with
Related Persons.
The Companies are not or have not been a party to any contract, arrangement or
understanding with any current or former shareholder, employee or director of
any of the Companies or any person related to any of such persons or in which
any such persons is interested that (i) is outside the ordinary and usual
course of business or (ii) is not on arms length basis. Purchaser is aware of
the contracts attached in Schedule 4.11 which SwissQual AG has concluded
with Comarco Wireless Technologies, Incs subsidiary WTS Inc.; such agreements
are exempt from this art. 4.11. There are no agreements, directly or
indirectly, between (i) the Sellers or anyone of them and (ii) Comarco Wireless
Technologies, Inc. (and / or its subsidiaries) other than the shareholders
agreement terminated with the Closing of this Agreement, this Agreement and the
Escrow Agreement.  4.12Intellectual
Property/Know-how. The Companies
exclusively own or have adequate license to use and, where necessary for
the continued conduct of Business, to sublicense all the Intellectual Property
Rights which are necessary for the continued conduct of their Business. In
particular, all the Intellectual Property Rights as set forth in Schedule
4.12a are valid and exclusively owned by the Companies without any
encumbrances. All annuities, royalties, registration, renewal fees, license and
maintenance fees for Intellectual Property Rights which are due have been paid
and all other steps which are required for their maintenance and  26


protection have been taken. All remunerations
or other agreed payments for individual inventors (including employees) have
been paid as far as due or properly reserved for, to the extent required by
IFRS and the Accounting and Consolidation Principles.  Furthermore, to Sellers Best Knowledge
(which shall include, for the purposes of this article 4.12 only, any knowledge
the Founders and Kurt Rohner should have had had they made reasonable inquiry),
the Intellectual Property Rights of the Companies are not infringed or violated
and do not violate or infringe the rights of any third party. No third parties
do have any rights to such Intellectual Property Rights of the Companies other
than listed in Schedule 4.12b and other than rights of customerswhich have purchased products and
software in theordinarycourse of the business and by
virtue of the purchase of such products and software may use such rights, but
in object code form only.  The license agreements set forth in Schedule
4.12c list all third party Intellectual Property Rights licensed to the
Companies. To Sellers Best Knowledge, all customers and Licensees and distributors
and resellers are using their products within the scope of the licenses granted
by the Companies to such customer.  The license agreements are not subject to
change of control clauses which would allow the pertinent counterparties to
terminate these agreements because of the transaction contemplated herein,
unless listed in Schedule 4.10a.  4.13Real Property. The Companies do not own any real property.
The lease agreements set forth in Schedule 4.13 are in full force and
effect and any rent due up to the Closing Date has been paid or properly
reserved for, to the extent
required by IFRS and the Accounting and Consolidation Principles; the Companies
are not in breach with such lease agreements, have not received notice of a
breach nor notice of termination.  4.14Assets.The assets owned, leased or licensed by the
Companies comprise all the assets necessary for the continued conduct of the
Businessas conducted by the Companies prior
to the Closing Date. The fixed assets of the Companies are fully
operational and usable. They are,  27


subject to normal
wear and tear, fit for the purposes intended if and to the extent they are used
and necessary for the conduct of the Business. The Companies assets are not
subject to any security interest or preemptive rights or other encumbrance of
third parties other than security interests originated by operation of law in
favour of landlords and contractors. Schedule 4.14 lists all assets
leased, rented or licensed by the Companies, with an annual payment of more
than CHF 10000.  4.15Employment Matters. Schedule 4.15a contains a correct
and complete list of all the Companies employees and consultants stating their
salaries and notice periods and any severance payments contractually agreed
with them.  With the exceptions listed in Schedule
4.15b, on the Closing Date, no employee or consultant of the Companies has
any claims for overtime work exceeding CHF 5000 or any claim for holidays
exceeding 4 weeks.  The execution of this Agreement or the
completion of the transactions contemplated herein does not give any employee
or consultant the right to terminate his employment agreement without notice.
Up to signing, none of the employees or consultants has given, or has been
given, notice of termination of his employment or to Sellers Best Knowledge
has indicated an intention to terminate his employment, with the exception of
Mr. J. Rudolf who has given notice of termination.  The Companies are in compliance with all
contractual, statutory and Tax obligations relating to their employees and
consultants, including wages, fees and hours, insurance coverage, benefit
plans, data protection, discrimination due to age, religion, sex, race,
national origin or disability, legal occupational safety and health
requirements and collective bargaining.  Schedule 4.15c contains a complete list of all benefit or
bonus plans. There exist no other benefit plans and the Companies have not made
any promises regarding any additional benefit plans nor have they agreed to any
bonuses for any period after the Closing Date except as those set forth in Schedule
4.15d. Any salary or fee increases communicated for any period after the  28


Closing Date are in line with past practice
and reflected in the 2006 Budget.  TheCompanies have no obligations to
make any severance payment or pay any compensation for loss of office or
employment or mandate (Abfindungsleistungen)
to any employee or consultant or former employee or consultant of the Companies
(for the avoidance of doubt, excluding salary continuation for employees during
notice periods). All Taxes to be paid by the Companies for any employees or
consultants and the former employees or consultants of the Companies have been
paid in accordance with applicable laws and all sums not already due have been
adequately reserved in the accounts of the Companies.  The employees of SwissQual AG and SwissQual
License AG have signed employment contracts, substantially in the form of Schedule 4.15e.The persons listed in Schedule
4.15f have fully valid employment or consulting agreements respectively
with a termination period of 6 months or more from the second year of service
and a valid non-compete undertaking of one year minimum subject to the
restrictions of Swiss law. Employment agreements with other Subsidiaries
substantially reflect local market standards and practice.  4.16Insurance Policies. With the exception of insurance policies
covering single cars, all insurance policies of the Companies are listed in Schedule 4.16.
Sellers warrant that such policies are in full force at the Closing Date and
that the Companies have done nothing either by way of action or inaction which
might lead to the cancellation of such policies. No claims have been notified
under any insurance by one of the Companies in the 3 years prior to the Closing
Date.  4.17Compliance with Legal
Requirements. The Companies
have not violated applicable laws, ordinances, regulations, decrees or orders
of any governmental entity to an extent that would have a materially negative
influence on the Companies Business.  Sellers, in particular, warrant that the
Companies and their plants, real estate and equipment comply in all material
respects with all applicable labor and occupational health and safety laws,
regulations, decrees and orders and that the competent authorities have not
informed the  29


Companies that they will issue any orders
with which the Companies do not yet comply as of the Closing Date.  4.18Environmental Matters. No hazardous substance, waste, pollutant or
other substance regulated under any applicable environmental or waste disposal
law, statute, regulation, ordinance or other legal requirement (Environmental
Law) is present on, in, under or about any real property owned or previously
owned or leased by the Companies. No current or pending Environmental Law
imposes standards or requirements which may require the Companies to make
capital expenditure in excess of CHF 10000 to comply with such standards
or requirements. Pending as used in the immediately preceding sentence means
an Environmental Law which has been enacted and published, but has not yet
taken effect. The Companies have no liability with respect to cleanup,
remediation, removal or abatement of any facility to which any waste or
by-product of the Companies has been sent, directly or indirectly, for
treatment, storage, disposal or recycling. The Companies are in compliance with
all Environmental Laws.  4.19Product Liability. Third parties have and will have no claims
including, but not limited to recall requirements, against the Companies in
connection with any products delivered or services rendered by the Companies up
to the Closing Date except as set forth in Schedule 4.19. To Sellers
Best Knowledge there exist at the Closing Date no circumstances giving rise to
any product liability claims.  4.20Pensions / Social Security
Payments.Sellers warrant
that all accrued pension claims of the Companies employees or consultants or
former employees or consultants as measured in accordance with Swiss regulations
on pension funds (BVG and ordinance based on such act) or the applicable local
pension fund rules (as far as pension funds outside Switzerland are concerned),
are covered by funds of special foundations, by insurance contracts or provisions
the Companies have specifically established for such purpose. The actuarial
report set forth in Schedule 4.20a correctly states the provision for
pensions in line with IAS 19 as per December 31, 2005 which was fully reserved
for in the Consolidated 2005 Financial Statements.  30


The list of pension related agreements and
other constituting documents attached hereto as Schedule 4.20b is
correct and complete. The Companies have no other pension related agreements or
other constituting documents. There exists no pension related insurance contract
or similar agreement which may not be terminated upon giving 12 months notice.  The actuary has been provided with true and
complete information, the assumptions taken are reasonable and the plan
provisions have been applied properly. The pension funds outside Switzerland
are fully funded and do not require the Company to make a provision based on
IFRS other than provision actually made in the Consolidated 2005 Financial Statement.  Sellers, furthermore, warrant that the
Companies have complied with all applicable social security regulations and
have made all the deductions and payments required to be made under such
regulations, by law or by pension fund regulations or which are contractually required
to be made above and beyond applicable regulations pursuant to the agreements
and documents listed in Schedule 4.20b or any other agreement or
document.  4.21Insolvency. No order has been made, petition presented, resolution passed or
meeting convened for the winding up (or other process whereby the Business is
terminated and the assets of the Companies are distributed amongst the
creditors and/or shareholders or other contributors) of the Companies and there
are no cases or proceedings under applicable insolvency, reorganization, or
similar laws and no events have occurred which would justify any such case or
proceedings.  No receiver (including administrative
receiver), liquidator, administrator, or similar official has been appointed in
respect of any of the Companies and no step has been taken for or with a view
to the appointment of such a person. The Companies are not insolvent or unable
to pay their debts as they fall due.  4.22Competition. The Companies are not a party to any agreement (whether enforceable
or  31


unenforceable) or other arrangement that
would violate applicable antitrust laws.  4.23Illegal Payments. The Companies are not engaged in any activities that directly or indirectly
involve any payments illegal under any applicable law, be it to customers or
any other third party.  4.24Guarantees. Other than listed in Schedule 4.24there is
no outstanding guarantee, indemnity (Schadloshaltungsverpflichtung),
suretyship or letters of comfort in excess of CHF 10000, given by the Company
or any of its Subsidiaries. Warranties given to customers are exempt from this
provision.  4.25No Other Discounts. The Companies discount policy attached
hereto as Schedule 4.25 is complete and is broadly in line with the
discount policy used by the Companies in the past practice.  4.26No Further Warranties.Except as expressly provided in this
Agreement, Sellers make no further representation or warranty with respect to
the Shares or the Companies.  ARTICLE 5
Remedies  5.1Waivers
of Law Provisions.Except as otherwise expressly provided in this Agreement, any other
contractual or extra-contractual action or relief, in particular rescission of
this Agreement (Wandelung) pursuant to art.
205 of the Swiss Code of Obligations (CO) and material error (Wesentlicher Irrtum) pursuant to art. 23
to 27 of the CO is hereby expressly excluded. Further, the provisions of art.
200, 201 and 210 CO are hereby waived and replaced by the following articles.  5.2Term
of Representations and Warranties.Save as provided below, the
representations and warranties set forth in art. 4 of this Agreement shall continue
in effect until 18 months  32


after the Closing Date. The representations and warranties set forth in
art. 4.1, 4.2, 4.3 and 4.4 shall continue in effect for an unlimited duration
and the representation and warranties set forth in art. 4.12 shall continue in
effect until 3 years after the Closing Date. The representations and warranties
set forth in art. 4.9 (Taxes) and 4.18 (Environment) of this Agreement shall,
however, continue in effect until three months after the statute of limitation
on the claims concerned has expired.  5.3Notification
and Litigation.Purchaser has to notify Sellers Agent within 30 Business
Days after Purchaser has detected a breach of warranties and learned sufficient
detail about such breach, describing in reasonable details such breach to the
extent possible, and any damage suffered by it or the Companies as a
consequence of such breach in so far as it is possible to quantify (a breach
has not been detected if one or several Sellers as managers of the Companies
know of such breach but have not specifically and in writing notified the
Purchaser). If Purchaser has notified Sellers Agent of a breach of
representations and warranties, Purchaser has to commence litigation in
accordance with art. 12.2 of this Agreement within 6 months after such
notification has been made, unless (i) the claim raised by Purchaser is either
settled before the expiry of such deadline or the Parties agree on an extension
of such deadline or, (ii) in case of a third party claim, negotiations or
proceedings conducted by the Sellers Agent based on art. 5.7 are ongoing. If
Purchaser fails to meet such deadline, the claim concerned shall be forgone and
unenforceable (the burden of proof for the expiry of any deadlines and
specifically for having a breach being detected under this provision rests with
the Sellers).  5.4Damages.In case of a breach of a
warranty or representation by Sellers, Sellers shall within the limitations set
forth in art. 5.6 of this Agreement either remedy such breach within 60 days
after having been notified of the breach or pay to Purchaser the amount which
is necessary to establish the state of the Companies described in such warranty
or representation. Any rescission of the Agreement for breach of warranty is
excluded except for a breach of the warranties or representations set forth in
art. 4.1, 4.2, 4.3 and 4.4 of this Agreement and in case of fraud (absichtliche Täuschung).  33


5.5Escrow
Account. Purchaser shall transfer on the Closing Date in accordance with
art. 3.3 of this Agreement and based on the Escrow Agreement the amounts of
CHF 10000000, CHF 900000 and CHF 600000 to the Escrow Agent
as part of the Fixed Purchase Price in order to allow the Purchaser to get full
or, if not fully covered by the Escrow Amount, partial remedy for  (i)as
far as the amount of CHF 10000000 is concerned, any breach of a term of
this Agreement, including but not limited to art. 4, 6 and 7 of this Agreement,  (ii)as
far as the amount of CHF 900000 is concerned, any breach of art. 4.9
and/or art. 6 to the extent it relates to Taxes, but only as far as the issue
described in Schedule 5.5a is concerned and not of any other term of
this Agreement, it being understood that such net amount shall be released from
escrow (and Purchaser shall instruct the Escrow Agent accordingly) as soon as
and to the extent Sellers have provided Purchaser with a confirmation of the
respective tax authorities that the issue described in Schedule 5.5a has
been finally resolved (for avoidance of doubt, should the issue as finally
resolved lead to any payments to be made by the Companies, such amounts are
being deducted from such release and the respective amounts are transferred either
to the Companies or to the Purchaser);  (iii)as
far as the amount of CHF 600000 is concerned, any breach of art. 4.9
and/or art. 6 to the extent it relates to Taxes, but only as far as the issue
described in Schedule 5.5b is concerned, and not of any other term of
this Agreement it being understood that such net amount shall be released from
escrow (and Purchaser shall instruct the Escrow Agent accordingly) as soon as
and to the extent Sellers have provided Purchaser with a confirmation of the
respective tax authorities that the issue described in Schedule 5.5b has
been finally resolved (for avoidance of doubt, should the issue as finally
resolved lead to any payments to be made by the Companies, such amounts are
being deducted from such release and the respective amounts are transferred either
to the Companies or to the Purchaser);  in line with the terms and conditions of the Escrow Agreement. The fact
that an Escrow Account exists does not exclude or limit the personal liability
of the Sellers under this Agreement up to the maximum amount defined in art.
5.6.2 of this Agreement.  34


For the avoidance of doubt, should one of the specific escrow amounts
mentioned in subparagraphs (ii) and (iii) above not be sufficient to cover
claims arising in connection with the respective issue, the Purchaser may
satisfy his exceeding claim out of the general escrow mentioned in subparagraph
(i) above.  5.6Limitations  5.6.1De
Minimis.Sellers shall have no obligation to pay any amounts under art. 5
of this Agreement unless Purchasers aggregate claims under art. 5 of this
Agreement exceed CHF 100000 (such amount to be deducted from Purchasers total
warranty claim under this art. 5). This limitation shall, however, notapply to the representations and warranties set forth in
art. 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.9 of this Agreement and in case of
fraud (absichtliche Täuschung) or
deliberate withholding of information.  5.6.2Maximum
Amount.Any payments of the Sellers for breaches of representations and warranties
and for the indemnities set forth in art. 6 of this Agreement shall be limited
to 100% of the Purchase Price in total, i.e. the Fixed Purchase Price plus any
earnout related amount payable by the Purchaser or the Companies in accordance
with this Agreement.  5.6.3Exclusion
of Liability.Sellers shall not be liable in respect of a claim by
Purchaser for breach of representations and warranties:  (i)If
and to the extent that any provision, reserve or expense for the matter giving
rise to the claim was specifically provided for in the Consolidated 2005
Financial Statement.  (ii)If
and to the extent that the matter giving rise to a claim was specifically
disclosed against one or more specific representations or warranties in one of
the Schedules attached to this Agreement.  (ii)If
and to the extent that Purchaser or the Companies are entitled to claim compensation  35


of any loss or damages suffered by them under the terms of any
insurance policy or from any other third party; such defense may, however, be
raised only if the Purchaser or the Companies are actually compensated by the
insurance company or the third party concerned within 60 days after the claim
has been notified to such insurance company or third party. After the expiry of
such 60 days deadline Sellers may not raise such defense if the claim against
the insurance company or the third party is assigned to Sellers.  (iii)If
and to the extent that any damage or loss was caused by any act or omission of
Purchaser after the Closing Date or by the fact that Purchaser has failed to
take the reasonable steps to mitigate the damage caused by a breach of a
representation or warranty after the Closing Date. For the avoidance of doubt,
neither the Purchaser nor the Companies shall be required to make any payment
or incur any cost to mitigate such a breach but shall give Sellers, the
opportunity to make such payment or incur such costs where possible.  5.7Procedure
with Third Parties and Authorities.If a breach of warranty exists because
any authorities or third parties raise claims against the Companies or if the
Companies in connection with such a breach have to enforce any rights or claims
against authorities or third parties, such negotiations and proceedings shall
be carried on taking into account the instructions of Sellers Agent who may
also take over such negotiations and proceedings and conduct them himself for
the account of the Companies provided, however, that Sellers Agent may not
settle any such claims in any way that will lead to any adverse consequences or
restrictions on the Purchaser or on the Companies and Sellers Agent shall give
Purchaser at least 30 days notice of any settlement in order that Purchaser may
notify Sellers Agent of any such consequences or restrictions. Further, any
settlement that exceeds the current funds in the Escrow Account Retention
requires prior written consent of the Purchaser. The Purchaser can take back
the conduct of any claim if it is not defended in an expeditious and reasonable
manner. The Companies in any event may not settle any such claims without
Sellers Agents consent, such consent not to be unreasonably withheld or delayed.  36


If settled or resolved following conduct by the Sellers, the Sellers
are automatically deemed to fully agree to such amount having to be paid from
the Sellers to the Purchaser under the obligations set forth in this Agreement
and will not object to any such claim; Sellers undertake to sign instructions
jointly with the Purchaser to the Escrow Agent to pay out to the Purchaser the
respective amount plus interest accrued thereon immediately following such
settlement or court decision becoming final from the Escrow Account.  ARTICLE 6
Indemnities  Sellers shall indemnify
and hold harmless the Purchaser and the Company for:  iany
claims by Ascom for patent and/or copyright infringement, unfair competition
and/or breach of employees contractual obligation as far as such claims are
based on any actions undertaken before the Closing Date or the continuance of
any such action after the Closing Date or any damage to the Purchaser or the
Companies should the information disclosed by the Sellers prior to signing of
this Agreement with regard to the Ascom situation be found incorrect or
materially incomplete or information was deliberately withheld;  iiany
claims, brought by the Sellers or any one of them against the Companies or
Spirent Group based on actions of the Founders or the Companies before the
Closing Date or actions in the time period between Closing Date and December
31, 2006, or any continuance by the Companies of such actions thereafter; for
the avoidance of doubt, such indemnity will not include (i) claims arising from
the Sellers employment or consultancy agreements with the Companies or (ii)
payment for the delivery of goods and services to the Companies by Sellers and,
in the case of Comarco Wireless Technologies, Inc, payment for delivery of
goods and services and revenue sharing for products sold under the contractual
arrangements with the Companies as set forth in Schedule 4.11
(including, but not limited to revenue sharing agreements), in each case in the
ordinary course of Business. The Sellers herewith waive any right or claim
against the Companies relating to the period prior to  37


Closing Date, with the exception for claims for (i) salaries under
employment agreements and (ii) fees under consultancy agreements and (iii)
payments for the delivery of goods and services to the Companies and, in the
case of Comarco Wireless Technologies, Inc, payments under all contractual
relationships (including but not limited to revenue sharing agreements) with
the Companies, in each case in the ordinary course of Business;  iiiany
Taxes to be paid by the Companies due to any assessments for tax periods which
have ended before the Closing Date unless provided for in the 2005 Consolidated
Financial Statements;  ivany
Taxes to be paid on constructive dividends paid by the Companies to Sellers or
to third parties before the Closing Date;  vany Taxes to be paid because the
Companies before the Closing Date have violated agreements they have concluded
with tax authorities;  viany claim by any existing or previous
Option Holder under any stock option plans of the Company against the Company
or the Purchaser to the exclusion of claims for earnout related payments and
social security contributions on such payments (as set forth in art. 2.2.2b)
under the repurchase agreements concluded between the Option Holders and the
Company set forth in art. 3.3;  viiany Taxes paid or to be paid, whether pre
or post Closing Date, by the Companies or the Purchaser or any additional
pension contributions required to be paid because of the repurchase of options
by the Companies in excess of CHF 258238;  viiiany Taxes to be paid by the Companies
because of the distribution of the Dividend (with the exception of withholding
taxes that have been deducted from the dividend payment) or any other claims
arising out of or in connection with the Dividend or any other kind of dividend
on or before the Closing Date;  38


ixany claims by a third party against the
Companies for payments of the type described in art. 11.2.  Purchasers claims
for these indemnities are not covered by the rules set forth in art. 5.2, 5.3,
5.4 and 5.6 of this Agreement. It is agreed between the Parties that art. 5.1
(Waiver of Law Provisions), art. 5.5 (Escrow Account) and art. 5.7 (Third
Parties) do apply to these indemnities. Further, the maximum amount defined in
art. 5.6.2 of this Agreement applies to the total of (i) any claims for
breaches of representations and warranties set forth in art. 4 of this
Agreement and of (ii) claims under the indemnities defined in this art. 6. For
the avoidance of doubt, no disclosure made against the representations and
warranties or otherwise shall be construed to be a possibility to disclose or
as a disclosure against the indemnities in this art. 6.  Claims under
subparagraphs (i), (ii), (vi) and (ix) may be raised only within 3 years after
the Closing Date; claims under all other subparagraphs may be raised until 3
months after the statute of limitation of the claims concerned (taking into account
the effect of any interrupting actions) has expired. If by such date the
Purchaser has not commenced litigation in accordance with art. 12.2 of this
Agreement, the claims concerned shall be forgone and become unenforceable.  ARTICLE 7
Obligations of the Sellers  7.1Non-solicitation. Thomas von Arx, Tomas
Ahnebrink, Hanspeter Bobst and Pero Juric undertake that they shall not
themselves directly or indirectly solicit or induce the employees or customers
of the Companies, the Purchaser or Spirent Group, or assist or encourage any
third party to solicit or induce them, to leave employment with the Companies,
the Purchaser or Spirent Group (with respect to employees) or to reduce the
volume of business with the Companies, the Purchaser or Spirent Group (for
customers) during a period of three years after the Closing Date. Andreas
Danuser and Comarco Wireless Technologies, Inc. undertake that they shall not
themselves directly or indirectly solicit or induce the employees of the
Companies or assist or encourage any third party to solicit or induce them, to
leave  39


employment with the Companies during a period of three years after the
Closing Date. The Purchaser and Spirent Group (the term Spirent Group shall,
for this sentence only, include the Companies) undertake that they shall not
themselves directly or indirectly solicit or induce the employees of Comarco
Wireless Technologies, Inc. or assist or encourage any third party to solicit
or induce them, to leave employment with Comarco Wireless Technologies, Inc.
during a period of three years after the Closing Date.  7.2Non-compete.
Thomas von Arx, Tomas Ahnebrink, Hanspeter Bobst and Pero Juric will not
compete with the Spirent Group and the Companies in the Business during a
period of three years after the
Closing Date, i.e. undertake not to directly or indirectly engage in activities
as carried on or undertaken by the Companies as at Closing unless lawfully
allowed to in writing by the Purchaser. During that period, no Seller shall
directly or indirectly invest in, co-operate with, advise or accept any
interest of more than 5% in any company, business or business association
competing directly or indirectly with the Companies; this non-compete
undertaking shall, however, not apply to Comarco Wireless Technologies, Inc.  7.3Liquidated Damages(Konventionalstrafe). In case of a
breach of the non-solicit or non-compete obligations above, the breaching Party
is obliged to pay liquidated damages of CHF 250000 for each case of violation.
Additionally, the Purchaser and/or the Companies have the right to claim any
additional damage which has been caused by violation of the non-solicit or
non-compete obligations. A payment of liquidated damages does not release the
breaching Party from its obligations. Additionally, if the obligated Party
violates the obligation not to compete, the Purchaser and/or the respective
Company have the right to forbid the breaching Party to start or continue
activities which are in violation of the non-compete obligation and may require
the breaching Party to abandon such activity (specific performance, Realexekution).  40


ARTICLE 8
Management and Structure of the Company  8.1Budget and Quarterly Hurdles. The
Parties have agreed on a 2006 budget as set forth in Schedule 8.1a (2006
Budget). Further, certain quarterly hurdles have been defined as set forth in Schedule
8.1b(Quarterly Hurdles). The
Quarterly Hurdles shall be calculated in accordance with IFRS and the
Accounting and Consolidation Principles.  8.2Purchasers obligations.The
Purchaser shall not take any steps in relation to the Companies which could
reasonably be expected to have a material adverse impact on the ability of the Companies to achieve
the goals defined for the earnout payments agreed in art. 2.2.2.  In particular, the Purchaser until December 31, 2006  (a)Shall not and shall not cause the
Companies to transfer any business activities conducted on the Closing Date out
of the Companies or otherwise discontinue such business activities;  (b)Shall not and shall not cause the
Companies to change the legal holding structure of the Companies set forth in Schedule
8.2b or the Companys range of consolidation under IFRS;  (c)Shall not require the dismissal or change
of the roles other than for important reasons of the employees listed in Schedule
8.2c;  (d)Shall not and shall not require the
Companies to discontinue to use the name SwissQual as part of their legal company
name the trademarksSwissQual, Seven.Five and Qualipoc for their
products and services except due to valid reason such as where there is reason
to believe that the use of such trademark may give rise to a legal liability or
further increases any existing liability. Notwithstanding the foregoing, during
such period the branding plan set forth in Schedule 8.2dwill be
followed.  (e)Undertakes that any general reduction in
headcount and/or costs by the Spirent Group will not apply to the Companies;  (f)Undertakes that the Company will have
access to sufficient financial resources in order to meet working capital and
capex requirements as reasonably required  41


under the 2006 Budget and in the ordinary course of
the Business;  and, until June 30, 2007  (g)Will not require a change to the supply
chain and the research and development functions of the Companies insofar as it
may have a negative impact on the opportunity to achieve an earnout under part
3 of Schedule 2.2.2.(iv) of this Agreement.  For the avoidance of doubt:
(i) any action with prior written consent of Sellers Agent,(ii) any action pursuant to the agreed
integration plan attached hereto as Schedule 8.2e or the branding plan
attached hereto as Schedule 8.2d, (iii) any actions required by law, as
well as (iv) any Corrective Actions taken pursuant to art. 8.4 will not
constitute a breach of Purchasers undertakings as set out in this art. 8.2.
The breach of only one Quarterly Hurdle as defined in Schedule 8.1b
shall, however, not allow Purchaser (i) to terminate the employment/consultancy
agreements of the Founders and Mr. Rohner or change their roles (other than
termination for important reason), and (ii) to reduce the sales force of the Companies
as defined in the 2006 Budget (other than termination for important reason).  8.3Obligations
of Sellers.The Sellers undertake that the business will be run: (i) in a
commercially prudent manner taking into account the 2006 Budget, and (ii) in a manner
that does not materially impact the long term prospects of the business, and
(iii) in a manner that is consistent with past practice. Further, the Sellers
undertake that in Quarter 4 (as defined in Schedule 8.1b) there will be
no discounts provided by the Companies to customers other than in accordance
with the Company Discount Policy (attached as Schedule 4.25) without the
prior written agreement of the Purchaser. Further, the Sellers undertake that
in Quarter 3 (as defined in Schedule 8.1b) there will be no amendment to
Companies price lists. The undertakings in this art. 8.3  shall not apply to Comarco Wireless
Technologies, Inc.; Comarco Wireless Technologies, Inc. shall, however, not
actively hinder the undertakings given by the other Sellers in this art. 8.3.
Any negative effect on the earnout because of a breach of this art. 8.3 has to
be borne by all Sellers proportionally.  42


8.4Quarterly Review. Within 10 Business Days after the end of
each financial quarter of the year 2006, the financial results for the
financial quarter and the year to date (the Quarterly Financial Results) will
be delivered to the Spirent Group, it being understood that such Quarterly
Financial Results shall be prepared in accordance with IFRS, past practice and
the Accounting and Consolidation Principles. Spirent Group can rely on these
numbers in determining whether the financial hurdles have been achieved. If any
of the Quarterly Hurdles is not achieved, Charles W. Simmons, or, if he is no
longer the President of Performance Analysis Wireless Positioning, (PPAWP),
the individual who has assumed this role and Thomas von Arx, will within 5
Business Days after receipt of the respective Quarterly Financial Results by
the Spirent Group seek to agree any actions to be taken with respect to the
management or funding of the Companies (Corrective Actions). For the
avoidance of doubt, such Corrective Action could include a decision to review
actions to be taken at a future point of time, any such delay not constituting
a waiver of Spirent Groups right to take Corrective Actions or to later
require such Corrective Actions. If the PPAWP and Thomas von Arx fail to reach
agreement within that time period then, within a further 5 Business Days, PPAWP
and the chief executive officer of Spirent plc on the one hand and Thomas von
Arx and a Founder nominated by Thomas von Arx on the other hand shall seek to
agree on the Corrective Actions. If they fail to agree within that second time period
of 5 Business Days, Spirent Group may decide on the Corrective Action to be
taken and the Sellers undertake to implement such Corrective Actions to the
extent they have the power to do so. Any Corrective Actions determined by the
Spirent Group must be (i) reasonable taking into account the nature and extent
of the miss against the Quarterly Hurdles, and (ii) to the extent commercially
reasonable limit any adverse impact on the ability of the Companies to achieve
the goals defined for the earnout payments agreed in art. 2.2.2. If Thomas von Arx is no longer
with the Company, Tomas Ahnebrink, Hanspeter Bobst and Pero Juric acting
together shall, for the purposes of this paragraph, nominate a person to
replace Thomas von Arx.  Notwithstanding any Corrective Actions agreed or
implemented, Purchaser or Spirent Group may at any time after a Quarterly
Hurdle has been missed, request that further Corrective  43


Actions be taken by the Companies in which case the
process outlined above will be repeated.  8.5Violations
of Obligations.Sellers will
provide written notification pursuant to art. 11.3 made in good faith of their
reasonable belief that the Purchaser has breached its obligations set
forth in art. 8.2 within 10 Business Days after the date on which the Sellers
believe such a breach has occurred, and to specify the details of the breach.
For the avoidance of doubt, should the Sellers fail to provide notice within
such period, such breach is deemed to be accepted and may no longer serve as a
basis to claim for earnout as set forth below.  In case of a Purchaser breach, then Purchaser may within 30 Business
Days of receipt of aforementioned notification remedy the same if it is capable
of remedy and if the Purchaser breach is so remedied, Purchaser will have no
liability for such Purchaser breach. If and to the extent (i) a Purchaser
breach is not capable of remedy or is not remedied and (ii) Sellers can prove
the existence of such breach, then Purchaser shall pay to Sellers 50% of any
earnout payments described in art. 2.2.2 regardless of whether the conditions
for such earnout payments are met or not, provided that the earnout payments
used to calculate the amount due will exclude any payments in respect of (i)
earnouts that have already been paid, and (ii) earnouts where the relevant
deadline has passed before the date the breach occurred. Furthermore, the
payment actually made will (i) be reduced to be between zero and 50% if and to
the extent Purchaser can prove that the amount that would have been achieved by
the Sellers in the absence of such breach would have been less than 50% of the
applicable earnout amount, or (ii) be increased to be more than 50% if and to
the extent Sellers can prove that the amount that would have been achieved in
the absence of such breach would have been more than 50% of the applicable
earnout amount. To the extent that any amount is paid by the Purchaser to the
Sellers in respect of a particular earnout under this art 8.5, no further or
additional amounts will be payable by the Purchaser to the Sellers in respect
of such earnouts whether under art. 2.2.2 of this Agreement or otherwise.  8.6Change of Control. If the Spirent Group sells the Company before June 30, 2007 to a competitor and such sale can reasonably be expected to
have a material adverse impact on  44


the Sellers
opportunity to achieve an earnout, then to the extent at the
time of the sale there still existed a reasonable opportunity for the Sellers
to achieve an earnout payment under art. 2.2.2, such achievable earnout payment
shall be made by the Purchaser upon completion of such change of control
regardless of whether the conditions for such payments are met or not.  ARTICLE 9
Further undertakings after Closing Date  9.1Replacement of Directors.The
Purchaser will immediately after the Closing elect directors and auditors for
the Company and undertakes to use best efforts that extraordinary shareholders
meetings will be held in order to, apart from any other resolution that may be
taken at this occasion, replace the current directors and auditors of the
Subsidiaries within 30 Business Days from the Closing Date.  9.2Tax
Rulings and Audits.Purchaser undertakes to cause the Companies to use best
commercially reasonable efforts to (i) continue with the process of obtaining a
transfer price tax ruling from the respective Italian tax authorities, and (ii)
seek a VAT tax audit for any period until the Closing Date, both to the
satisfaction of the Purchaser, and Sellers undertake to fully cooperate and
support these efforts, it being understood that art. 5.7 shall apply.  ARTICLE
10
Taxes  Any Taxes or other charges which become due
in connection with the transfer of the Shares by Sellers to Purchaser under
this Agreement shall be at the charge of Sellers. If Swiss stamp taxes are
levied on the Purchase Price because Purchaser uses the services of a Swiss securities
dealer such stamp taxes, however, shall be borne by Purchaser.  45


Sellers, furthermore, shall be liable for any income taxes assessed on
the capital gain they realize in the sale of the Shares. However, until the
fifth anniversary of the Closing Date, Purchaser shall not engage in any of the
following transactions, unless written consent is given by Sellers:  payment of any
dividends on the basis of earnings accrued before December 31, 2005;  a formal liquidation of the Company in the
sense of Art. 739 ff. CO;  merger of the Company into another company;  any other action by which the Company
transfers retained earnings
that exist at the Closing Date to the Purchaser.  Sellers shall not withhold their consent to any of the above
transactions if Purchaser can prove with a private ruling of the cantonal tax
authorities of the cantons in which Sellers are domiciled (for income taxes)
and of the federal tax authorities (for income and withholding taxes) that the
planned transaction will not result in a qualification of the gain realized by
Sellers in the sale of the Shares as being taxable income. Sellers shall fully
cooperate with Purchaser in order to obtain such ruling.  For the avoidance of doubt, Purchaser shall be entitled to make
payments or to grant loans from profits of the Companies made after the Closing
Date irrespective of the above restrictions. Furthermore, neither the payment
of the Dividend nor the payment of the purchase price for the repurchase of the
options from the Option Holders is considered to be a breach of this art. 10.  ARTICLE
11
Miscellaneous  11.1No
Joint Liability. Sellers have no joint liability among each other for their
obligations and liabilities under this Agreement and, for the avoidance of
doubt, do not form a partnership (einfache
Gesellschaft); with respect to such liabilities and obligation each
Seller is only liable for the amount set forth in Schedule A opposite to
his name and the Purchaser agrees  46


that with respect to all liabilities and obligations of Sellers under
this Agreement, it will not attempt to collect or recover from any individual
Seller any amount in excess of the percentage amount set forth for such Seller
on Schedule A opposite his name.As far as the Parties mentioned in art. 7 of this Agreement violate
their obligations under such provision, these Parties are liable for their
individual violations and the damage caused by such violations while the other
Parties have no liabilities for such violation. As far as a Seller other than
Comarco Wireless Technologies, Inc. breaches a warranty or representation under
art. 4.4 paragraphs 1, 2, 4 and 5 of this Agreement, Comarco Wireless
Technologies, Inc. shall not be liable for such breach of such warranty or
representation under art. 4.4 paragraphs 1, 2, 4 and 5 of this Agreement. For
the avoidance of doubt, with respect to the funds at any time in the
Escrow Account Retention, Purchaser shall have the right to claim payment out
of this Escrow Account Retention of the total amount awarded by one or more
court decisions (respectively a partial amount equal to the funds in the Escrow
Account Retention) irrespective of whether such court decisions are binding all
the Sellers or only one or several Sellers, meaning that there will be no
proportionality within this Escrow Account Retention, but several (limited to
the percentage amount specified for each Seller on Schedule A opposite his
name) and not joint liability for any awarded amounts exceeding the funds in
the Escrow Account Retention.  As a rule governing the internal relationship amongst the Sellers only,
the following shall apply: If a judgment is rendered against one or several
Sellers and if as a consequence thereof the Purchaser has collected part of the
amount in the Escrow Account Retention-general, the Escrow Account Retention-Transfer
Price/Tax Italy and/or the Escrow Account Retention-VAT, Sellers who - if
Purchaser had sued them on the same basis - would also have been liable for
such damage, cannot claim that the Sellers against whom judgment has been
rendered shall compensate them for the reduction of the escrow concerned, but
must bear such reduction in proportion to their participation in Purchase
Price. The Founders shall fully under joint and several liability among the
Founders indemnify and hold harmless Comarco Wireless Technologies, Inc.
(including reasonable legal fees) for any claims by the Purchaser or the
Companies against Comarco Wireless Technologies, Inc. under (a) art. 6 (i), and
(b) for a breach of the representations and  47


warranties set forth in art. 4.12 as far as the claims under (a) and
(b) arise because Ascom has raised claims against the Companies or the
Purchaser, it being understood that art. 12.1. (Governing Law) and art. 12.2
(Jurisdiction) of this Agreement shall apply to this indemnity of the Founders.  Each Seller may raise such Sellers claims (i.e., the percentage of
Sellers total claims as set forth in Schedule A opposite to such Sellers
name) under this Agreement against Purchaser independently from the other
Sellers.  11.2Costs.Each
Party bears the fees of its counsel and advisors. No costs related to the
transactions contemplated hereunder and the preparation of any such transaction
have been or will be paid by the Companies.  11.3Notice.Any notice, request, instruction or other document deemed by either Party
to be necessary or desirable to be given to the other Party, shall be in
writing and shall be telefaxed or mailed by registered mail addressed as
follows:  If to Purchaser:Paul Eardley, General Counsel
  
  Copy:
  Charles Simmons (President)Spirent House,
  Fleming Way,
  
  
  Spirent
  Communications Inc.Crawley, West
  Sussex, RH10 9QL
  
  
  541 Industrial
  Way WestEngland
  
  
  Eatontown, New
  Jersey 07724United StatesAnd:
  Prof. Dr. Rolf WatterBär & KarrerBrandschenkestrasse 90CH-8027 ZurichIf to Sellers:
  
  Copy:
  Dr. Urs SchenkerThomas von Arx
  
  
  Baker & McKenzie ZurichVrenihus
  Hasli 4
  
  
  Zollikerstrasse 225  48


CH-6262
  Langnau
  
  
  P.O. BoxCH-8034 Zurich  Each Party may at any time change its address by giving notice to the
other Party in the manner described above.  11.4No
Waiver.The failure of any of the Parties to enforce a provision of this
Agreement or any rights with respect thereto shall in no way be considered as a
waiver of such provision or right or in any way to affect the validity of this
Agreement. The waiver of any claim for breach of this Agreement by a Party
hereto shall not operate as a waiver of any claim pertaining to another, prior
or subsequent breach.  11.5Entire
Agreement. This Agreement including any agreements referred to herein and
the Schedules hereto and thereto embodies the entire agreement between the
Parties with respect to the transactions contemplated herein and there have
been and are no agreements or warranties between the Parties other than those
set forth or provided for herein. This Agreement may be amended only in writing
through a document signed by all the Parties hereto.  The Sellers herewith terminate, with effect as of Closing Date, any
shareholders agreement with respect to the Shares.  11.6Assignment.Sellers shall
not be entitled to assign in
whole or in part or delegate all or any part of their rights, interests or
obligations under or in connection with this Agreementexcept with the prior
written consent of thePurchaser.
Sellers herewith agree to any assignment in whole or in part or delegation of
all or any of part of its rights, interest or obligations under or in
connection with this Agreement by the Purchaser to any member of the Spirent
Groupas will exist at the
relevant point of time.  11.7Binding
on Successors. All of the terms, provisions and conditions of this
Agreement shall be binding upon and inure to the benefit of the Parties and their
respective heirs, successors  49


and assigns.  11.8Announcements.
Sellers Agent, Comarco Wireless Technologies, Inc. and Purchaser shall consult
before issuing press releases or otherwise making any public statements or any
statements to the Companies employees with respect to this Agreement and shall
not issue any such press release or statement without the prior approval of the
other Party which shall not be unreasonably withheld or delayed. The Spirent
Group and Comarco Wireless Technologies, Inc. and Comarco, Inc. may make any
such announcements as required by law or regulations.  11.9Guarantee
of Spirent plc. Spirent plc will on a separate deed guarantee the payment
of the Purchase Price but has no other duty or liability under this Agreement.  ARTICLE
12
Governing Law and Jurisdiction  12.1Governing
Law. This Agreement shall be subject to and governed by Swiss Law to the exclusion
of conflict of law rules.  12.2Jurisdiction.
The Commercial Court of the Canton of Zurich shall have exclusive jurisdiction
on any disputes arising out of or in connection with this Agreement.   IN WITNESS WHEREOF,
the Parties thereto have executed this agreement as of the date and year first
above written.  50


Sellers1 and
  6-17:
  
  Comarco Wireless
  Technologies, Inc/s/ T. von Arx
  
  /s/ T. Franzarepresented by
  T. von Arx
  
  represented by
  T. Franza/s/ P. Juricrepresented by
  P. JuricSeller 2:
  
  Seller 3:/s/ /Signed/
  
  /s/ /Signed/Seller 4:
  
  Seller 5:/s/ /Signed/
  
  /s/ /Signed/Spirent Holdings
  Ltd.
  
  Spirent plc/s/ Charles
  Simmons
  
  /s/ Charles
  SimmonsCharles Simmons
  
  Charles Simmons/s/ Angus Iveson
  
  /s/ Angus IvesonAngus Iveson
  
  Angus Iveson  51


List of Schedules  Schedules 0.1
  Powers of
  Attorney and board resolutionsSchedules A
  List of Sellers
  and their respective Share ownership, their portion in the Purchase Price and
  their amount of liabilitySchedule 1.1
  Accounting and
  Consolidation PrinciplesSchedule 1.2
  Escrow AgreementSchedule 1.3
  List of
  SubsidiariesSchedule 2.2.2
  (i)
  Earn-out
  regarding project CAMPINGSchedule 2.2.2
  (ii)
  Earn-out
  regarding project DARASSchedule 2.2.2
  (iii)
  Earn-out
  regarding revenues of the Seven.Five and Qualipoc product linesSchedule 2.2.2
  (iv)
  Earn-out
  regarding project ELEKTRASchedule 2.2.2 b
  Calculation of
  Percentage of Earn-Out Payment to Option HoldersSchedule 3.3e
  Names of
  directors of the Company who will resignSchedule 3.3f
  Names of the
  directors of the Subsidiaries who will resignSchedule 3.3g
  Form of
  non-solicit undertakings Pero Juric and Hanspeter BobstSchedule 3.3h
  Form of
  non-solicit undertaking and declaration Kurt RohnerSchedule 3.3i
  Form of
  consulting agreements of TvA Consulting AG and Thomas von Arx, ATECO GmbH and
  Tomas Ahnebrink and form of termination agreements of any consulting and/or
  indemnification agreementsSchedule 3.3j
  Form of Tax
  declarationsSchedule 3.3k
  Form of IP
  declarationSchedule 3.3m
  Form of
  amendments to agreements with Option HoldersSchedule 3.3o
  Step by step
  planSchedule 3.3p
  Form of guarantee of Spirent plcSchedule 4.1a
  Copy of the
  articles of incorporation of the CompaniesSchedule 4.1b
  List of the
  directors and officers of the Companies  52


Schedule 4.2
  Share capitals
  of the CompaniesSchedule 4.4
  List of shares
  of the SubsidiariesSchedule 4.5a
  Audited
  consolidated financial statements of the Company as of December 31, 2004Schedule 4.5b
  Audited
  consolidated financial statements of the Company as of December 31, 2005Schedule 4.5c
  Audited
  statutory financial statement of the Company as of December 31, 2005Schedule 4.5d
  Contract between
  SwissQual AG and Elektrobit AG
  dated December 19, 2005Schedule 4.6
  Absence of
  Adverse Changes, Disclosure against 4.6Schedule 4.8
  Litigations as
  of the Closing DateSchedule 4.10a
  Material agreements containing a change of control clauseSchedule 4.10b
  List of onerous
  contracts under IFRSSchedule 4.10c
  Material
  contractsSchedule 4.11
  List of
  agreements with related partiesSchedule 4.12a
  List of all
  Intellectual Property RightsSchedule 4.12b
  List of third
  parties having any rights to Intellectual Property Rights of the Companies
  with a description of the kind of Intellectual Property Rights they haveSchedule 4.12c
  All third party Intellectual Property Rights licensed to the CompaniesSchedule 4.13
  List of all lease agreementsSchedule 4.14
  List of all assets leased, rented or licensed by the CompaniesSchedule 4.15a
  List of all the Companies employees and consultants stating their
  salaries and notice period and any severance payments contractually agreed
  with themSchedule 4.15b
  List of employees or consultants of the Companies having any claims
  for overtime work exceeding CHF 5000 or any claim for holidays exceeding
  4 weeksSchedule 4.15c
  List of all benefit or bonus plansSchedule 4.15d
  Benefit plans and promises regarding any additional benefit plans and  53


bonuses for the period after Closing DateSchedule 4.15e
  Form(s) of employment contractsSchedule 4.15f
  List of employees having a termination period of 6 months or more
  from the second year of service and a valid non-compete undertaking of 1 year
  minimumSchedule 4.16
  List of all insurance policiesSchedule 4.19
  Product liability claimsSchedule 4.20a
  The actuarial report on provisions for pensions and social security
  payments, in line with IAS 19 as per December 31, 2005Schedule 4.20b
  List of pension related agreements and other constituting documentsSchedule 4.24
  List of outstanding guarantee, indemnity (Schadloshaltungsverpflichtung), suretyship or letters of
  comfort in excess of CHF 10000Schedule 4.25
  Discount policySchedule 5.5a
  Description of transfer pricing issue ItalySchedule 5.5b
  Description of VAT issueSchedule 6.1
  List of Taxes (including social contributions) to be paid because of
  the repurchase of optionsSchedule 8.1a
  2006 BudgetSchedule 8.1b
  Quarterly HurdlesSchedule 8.2b
  Legal holding structureSchedule 8.2c
  List of employeesSchedule 8.2d
  Branding planSchedule 8.2e
  Integration plan  54