GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    Share
      Purchase Agreement

    


    regarding
      100% of the share capital in C-88 A/S

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    
      	
              Schedules

            	 
	 	 
	
              Schedule 1.7

            	
              Accounting Policies

            
	 	 
	
              Schedule 1.22

            	
              Data Room Index

            
	 	 
	
              Schedule 1.24

            	
              Data Room Request List

            
	 	 
	
              Schedule 1.26

            	
              Expense Allocation

            
	 	 
	
              Schedule 1.53

            	
              Key Employees

            
	 	 
	
              Schedule 1.55

            	
              Leases

            
	 	 
	
              Schedule 3.4.a

            	
              Final Net Debt

            
	 	 
	
              Schedule 3.4.b

            	
              Final Working Capital

            
	 	 
	
              Schedule 6.1

            	
              Seller’s Warranties

            
	 	 
	
              Schedule 6.1.14.1

            	
              Financial Facilities

            
	 	 
	
              Schedule 11.1

            	
              Specific indemnifications

            
	 	 
	
              Schedule 11.1.6

            	
              List of inventory

            
	 	 
	
              Schedule 12.1

            	
              Joint Taxation

            


    


    
      
        
        

      

      
        - 2 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    Table
      of
      Contents:

    


    
      	
              1

            	
              Definitions

            	
              4

            
	
              2

            	
              Sale
                and Purchase of Shares

            	
              13

            
	
              3

            	
              Purchase
                Price

            	
              14

            
	
              4

            	
              Closing

            	
              24

            
	
              5

            	
              Post
                Closing Tasks

            	
              26

            
	
              6

            	
              Seller’s
                Warranties

            	
              26

            
	
              7

            	
              Buyer’s
                Warranties

            	
              26

            
	
              8

            	
              Restrictions
                on Business Activities

            	
              27

            
	
              9

            	
              Post
                Closing Covenants

            	
              28

            
	
              10

            	
              Indemnification

            	
              29

            
	
              11

            	
              Specific
                Indemnifications

            	
              33

            
	
              12

            	
              Taxation
                Matters

            	
              33

            
	
              13

            	
              Announcements

            	
              33

            
	
              14

            	
              Confidentiality

            	
              34

            
	
              15

            	
              Assignment
                and change-in-control

            	
              34

            
	
              16

            	
              Amendments

            	
              35

            
	
              17

            	
              Costs
                and Expenses

            	
              35

            
	
              18

            	
              Notices

            	
              36

            
	
              19

            	
              Invalidity

            	
              37

            
	
              20

            	
              Governing
                Law

            	
              37

            
	
              21

            	
              Arbitration

            	
              37

            


    


    
      
        
        

      

      
        - 3 -

        
          

        

      

      
        
        

      

    

     

    GORRISSEN
      FEDERSPIEL
      KIERKEGAARD

     

    This
      Agreement is made on this 9 of September
      2008 

     

    Between:

     

    C-88
      Holding ApS,
      Reg.
      No. 24224759, a Company incorporated and registered under the laws of Denmark
      having its registered address at Savsvinget 7, 2970 Hørsholm, Denmark (the
      "Seller"),

     

    and

     

    Nu
      Horizons Electronics Corp., Reg. No. 2140774, a Company incorporated and
      registered under the laws of the state of Delaware having its registered address
      at 70 Maxess Road, Melville 11747, NY, USA (the "Buyer").

     

    Whereas:

     

    
      	
              a.

            	
              the
                Seller owns all of the issued and registered share capital, nominal
                value
                DKK 500,000, of C-88 A/S, Reg. No. 10517508, having its registered
                address
                at Savsvinget 7, 2970 Hørsholm, Denmark (the
                "Company"),

            


    

     

    
      	
              b.

            	
              the
                Company sells and distributes electronic
                components,

            


    

     

    
      	
              c.

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

            


    

     

    now
      it is
      hereby agreed as follows: 

     

    
      	
              1

            	
              Definitions

            


    

     

    In
      this
      Agreement:


    
      	
              1.1

            	
              "1st
                Deferred
                Purchase Price"

            	 	
              has
                the meaning set out in Clause
                3.10.1(a),

            


    

     

    
      
        
        

      

      
        - 4 -

        
          

        

      

      
        
        

      

    

     
      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    
      	
              1.2

               

            	
              "2nd
                Deferred
                Purchase Price"

               

            	 	
              has
                the meaning set out in Clause 3.10.1(b),

            
	
              1.3

            	
              "3rd
                Deferred
                Purchase Price"

               

            	 	
              has
                the meaning set out in Clause 3.10.1(c),

               

            
	
              1.4

               

            	
              "1st
                Deferred Purchase Price Payment Date"

               

            	 	
              has
                the meaning set out in Clause 3.10.1(a),

            
	
              1.5

               

            	
              "2nd
                Deferred
                Purchase Price Payment Date "

               

            	 	
              has
                the meaning set out in Clause 3.10.1(b),

            
	
              1.6

               

            	
              "3rd
                Deferred Purchase Price Payment Date "

               

            	 	
              has
                the meaning set out in Clause 3.10.1(c),

            
	
              1.7

            	
              "Accounting
                Principles"

            	 	
              means
                the accounting principles, accounting estimate methods and accounting
                policies as set out in Schedule
                1.7,
                

            
	 	 	 	 
	
              1.8

            	
              "Accounts"

            	 	
              means
                the audited financial statements of the Company for the financial
                year
                ended on the Accounts Date, comprising a balance sheet, income statement,
                notes, the directors’ report and auditors’ report, together with the
                unaudited Q1 financial statements for the period 1 May 2008 – 1 August
                2008,

            


    

     

    
      
        
        

      

      
        - 5 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    
      	
              1.9

            	
              "Accounts
                Date"

               

            	 	
              means
                30 April 2008,

               

            
	
              1.10

            	
              "Affiliate"

               

            	 	
              means
                with respect to any Person any other Person controlling, controlled
                by or
                under common control with such Person, such control being determined
                in
                accordance with the term "koncern" in Section 2 of the Danish Limited
                Companies Act ("aktieselskabsloven"),

               

            
	
              1.11

            	
              "Agreement"

            	 	
              means
                this Agreement including the Schedules and any attachments
                thereto,

               

            
	
              1.12

            	
              "Business
                Day"

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

               

            
	
              1.13

            	
              "Business
                Information"

               

            	 	
              means
                all information, know-how and records (whether or not confidential
                and in
                whatever form held) including (without limitation) all formulas,
                designs,
                specifications, drawings, data, manuals, instructions, customer lists,
                sales information, business plans and forecasts, and all technical
                or
                other expertise and all computer software and all accounting and
                tax
                records, correspondence, orders and inquiries,

               

            
	
              1.14

            	
              "Buyer’s
                Breach"

            	 	
              has
                the meaning set out in Clause 10.2,

               

            
	
              1.15

            	
              "Buyer’s
                Group"

            	 	
              means
                the Buyer and its Affiliates,

               

            
	
              1.16

            	
              "Cap"

            	 	
              has
                the meaning set out in Clause 3.9,

               

            
	
              1.17

            	
              "Claim
                Notice"

            	 	
              has
                the meaning set out in Clause 10.3,

               

            
	
              1.18

            	
              "Closing"

            	 	
              means
                closing of the matters contemplated by this Agreement as set out
                in Clause
                4,

            


    

     

    
      
        
        

      

      
        - 6 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              1.19

            	
              "Closing
                Date"

               

            	 	
              means
                the date of Closing as determined in accordance with Clause
                4,

               

            
	
              1.20

            	
              "Closing
                Statements"

               

            	 	
              has
                the meaning set out in Clause 3.2,

               

            
	
              1.21

            	
              "Danish
                GAAP"

               

            	 	
              means
                the generally accepted accounting principles in the Kingdom of Denmark,
                including the Danish Accounting Standards published by the Danish
                Organisation of State Authorised Accountants ("Foreningen af
                Statsautoriserede Revisorer") for class B as defined in the Danish
                Accounts Act,

               

            
	
              1.22

            	
              "Data
                Room Index"

            	 	
              means
                the data room index attached as Schedule
                1.22
                identifying the information and documentation made available to the
                Buyer
                and its advisers,

            
	 	 	 	 
	
              1.23

            	
              "Data
                Room Documentation"

               

            	 	
              means
                the information and documentation made available to the Buyer and
                its
                advisers and identified by the Data Room Index, 

               

            
	
              1.24

               

            	
              "Data
                Room Request List"

               

            	 	
              means
                the data room request list attached as Schedule
                1.24

            
	
              1.25

            	
              "Deferred
                Purchase Prise"

               

            	 	
              has
                the meaning set out in Clause 3.10

            


    

     

    
      
        
        

      

      
        - 7 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD
 

    
      	
              1.26

            	
              "EBITDA
                "

            	 	
              is
                an amount equal to the Company’s income before interest, taxes,
                depreciation, amortization, realised and unrealised exchange gains
                and
                losses (consistent with the treatment in the financial statements
                2006/07), to the extent consistent with the Accounting Principles
                and
                Danish GAAP, except that notwithstanding the Accounting Principles
                and
                Danish GAAP, EBITDA will (i) include (A) the cost of any foreign
                exchange
                contracts entered into to hedge against the impact of currency
                fluctuations, and (B) the expenses set forth in Schedule 1.26, and
                (ii)
                exclude any overall management fee.

               

            
	
              1.27

            	
              "Encumbrance"

               

            	 	
              means
                any mortgage, charge, pledge, lien, assignment, option, restriction,
                right
                of preemption, right of first refusal, third party right or interest,
                or
                security interest or other preferential rights,

               

            
	
              1.28

            	
              "Escrow
                Account"

               

            	 	
              has
                the meaning set out in Clause 4.3(c) ,

               

            
	
              1.29

            	
              "Escrow
                Agent"

               

            	 	
              means
                Nordea Bank Danmark A/S,

               

            
	
              1.30

            	
              "Escrow
                Agreement"

               

            	 	
              means
                the agreement dated 8 September 2008 between the Escrow Agent, the
                Buyer
                and the Seller,

               

            
	
              1.31

            	
              "Escrow
                Amount"

               

            	 	
              has
                the meaning set out in Clause 4.3(c),

               

            
	
              1.32

            	
              "Estimated
                Claim"

               

            	 	
              has
                the meaning set out in Clause 10.3,

               

            
	
              1.33

            	
              "Estimated
                Costs"

               

            	 	
              has
                the meaning set out in Clause 10.3,

            


    

     

    
      
        
        

      

      
        - 8 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD
 

    
      	
              1.34

            	
              "Excess
                Shareholders’ Equity"

               

            	 	
              has
                the meaning set out in Clause 3.6.5(a),

               

            
	
              1.35

            	
              "Excess
                Working Capital"

               

            	 	
              has
                the meaning set out in Clause 3.6.5(d),

               

            
	
              1.36

            	
              "Final
                Net Debt"

               

            	 	
              has
                the meaning set out in Schedule 3.4.a,

               

            
	
              1.37

            	
              "Final
                Working Capital"

               

            	 	
              has
                the meaning set out in Schedule 3.4.b,

               

            
	
              1.38

               

            	
              "Financial
                Facilities"

               

            	 	
              mean
                all loans, letters of credit, debentures, acceptance credits, overdrafts
                and other financial facilities available to the Company

            
	
              1.39

            	
              "First
                Deficit"

               

            	 	
              has
                the meaning set out in Clause 3.10.1(a),

               

            
	
              1.40

            	
              "Second
                Deficit"

               

            	 	
              has
                the meaning set out in Clause 3.10.1(b),

               

            
	
              1.41

            	
              "Fiscal
                2008"

               

            	 	
              is
                the period commencing 1 May 2007 and ending 30 April 2008,

               

            
	
              1.42

            	
              "Fiscal
                2009"

               

            	 	
              is
                the period commencing 1 September 2008 and ending 31 August
                2009,

               

            
	
              1.43

            	
              "Fiscal
                2010"

               

            	 	
              is
                the period commencing 1 September 2009 and ending 31 August
                2010,

               

            
	
              1.44

            	
              "Fiscal
                2011"

               

            	 	
              is
                the period commencing 1 September 2010 and ending 31 August
                2011,

               

            
	
              1.45

            	
              "Independent
                Accountant"

               

            	 	
              has
                the meaning set out in Clause 3.6.1,

               

            
	
              1.46

               

            	
              "Information
                Technology" or "IT"

               

            	 	
              means
                computer hardware, software, networking hardware and related software,
                connecting media and/or other information technology (whether embedded
                or
                otherwise) as well as all Intellectual Property used in or related
                thereto,

            


    

     

    
      
        
        

      

      
        - 9 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD
 

    
      	
              1.47

            	
              "Initial
                Purchase Price"

               

            	 	
              has
                the meaning set out in Clause 3.1,

               

            
	
              1.48

            	
              "Intellectual
                Property"

               

            	 	
              means
                all intellectual property rights,

               

            
	
              1.49

            	
              "Interest"

            	 	
              means
                LIBOR as quoted in the Financial Times from a given date until due
                date
                for payment,

               

            
	
              1.50

            	
              "Interest
                Paid"

               

            	 	
              is
                the aggregate amount of any interest paid in respect of bank, trade
                or
                other indebtedness during an applicable fiscal period,

               

            
	
              1.51

            	
              "Interim
                Period"

               

            	 	
              means
                the period from 1 May 2008 until the Closing Date,

               

            
	
              1.52

            	
              "Joint
                Tax Group"

               

            	 	
              means
                the Company and the Seller,

               

            
	
              1.53

            	
              "Key
                Employees"

               

            	 	
              mean
                the employees listed in Schedule
                1.53,

               

            
	
              1.54

            	
              "Law"

            	 	
              means
                any EU, federal, national, state, provincial, local or other law
                (including case law, administrative practice and applicable legal
                principles) or regulation in any country or jurisdiction, and regulations
                and orders issued there under,

               

            
	
              1.55

            	
              "Leases"

            	 	
              mean
                the leases listed in Schedule
                1.55,

            


    

     

    
      
        
        

      

      
        - 10 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD
 

    
      	
              1.56

               

            	
              "Material
                Adverse Change"

               

            	 	
              means
                a change, event, circumstance, condition, fact or other matter which
                has
                had or could reasonably be expected to have a material adverse effect
                on
                the business, assets, financial condition, prospects, result or operations
                of the Company as a whole, 

               

            
	
              1.57

               

            	
              "Maximum
                Deferred Purchase Price"

               

            	 	
              has
                the meaning set out in Clause 3.10.1(c),

            
	
              1.58

            	
              "Net
                Debt"

            	 	
              means
                the total of short term debt plus long term debt minus the total
                of cash
                plus cash equivalents,

               

            
	
              1.59

            	
              "Other
                Agreements"

            	 	
              means
                all agreements entered into by the Parties in connection with or
                incidental to this Agreement, but excluding this Agreement,
                

            
	 	 	 	 
	
              1.60

            	
              "Net
                Debt Deficit"

               

            	 	
              has
                the meaning set out in Clause 3.6.5(b),

               

            
	
              1.61

            	
              "Parties"

            	 	
              means
                the Seller and the Buyer, and "Party" means either of them,

               

            
	
              1.62

            	
              "Person"

            	 	
              means
                any individual, corporation, partnership, firm, joint venture,
                association, joint stock company, trust, incorporated or unincorporated
                organisation, governmental or regulatory body or entity,

               

            
	
              1.63

            	
              "Purchase
                Price"

               

            	 	
              has
                the meaning set out in Clause 3,

               

            
	
              1.64

            	
              "Schedules"

            	 	
              means
                the Schedules (with any attachments hereto) to this
                Agreement,

               

            
	
              1.65

            	
              "Secured
                Sum"

            	 	
              has
                the meaning set out in Clause
                10.14,

            


    

     

    
      
        
        

      

      
        - 11 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD
 

    
      	
              1.66

            	
              "Seller’s
                Accountant"

               

            	 	
              means
                Lars Chr. Aaskov, State Authorized accountant, Info:Revision

               

            
	
              1.67

            	
              "Seller’s
                Breach"

               

            	 	
              has
                the meaning set out in Clause 10.1,

               

            
	
              1.68

            	
              "Seller’s
                Group"

               

            	 	
              means
                the Seller and its Affiliates,

               

            
	
              1.69

               

            	
              "Seller’s
                Knowledge"

               

            	 	
              means
                the knowledge, including any knowledge, which the person ought to
                have if
                the person made all usual and reasonable inquiries, of (i) those
                officers,
                directors and professional advisers of the Seller who have been involved
                in the transaction contemplated by this Agreement or directly or
                indirectly in the management of the Company, (ii) directors and members
                of
                the management of the Company and (iii) the Key Employees, 

               

            
	
              1.70

            	
              "Seller’s
                Warranties"

            	 	
              mean
                the warranties set out in Clause 6 and any other warranties made
                by or on
                behalf of the Seller in this Agreement and any of the Other
                Agreements,

            
	 	 	 	 
	
              1.71

            	
              "Shareholders"

            	 	
              mean
                Manicus Invest ApS, PHJ Tech ApS, Søren Manicus and Peter
                Holst-Jensen,

               

            
	
              1.72

            	
              "Shares"

            	 	
              mean
                the entire registered and fully paid up share capital in the
                Company,

            


    

     

    
      
        
        

      

      
        - 12 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD
 

    
      	
              1.73

            	
              "Tax"
                or "Taxation"

               

            	 	
              means
                any taxes and duties of whatever nature imposed by any taxing
                jurisdiction, including without limitation a) income taxes, b) corporate
                taxes, c) capital gains taxes, d) payroll taxes, e) value added taxes
                or
                sales taxes, f) withholding taxes, (g) real estate taxes, (h) stamp
                duties, (i) customs (j) energy and environmental duties and taxes
                and (k)
                social security contributions and payments of equivalent nature,
                as well
                as any interest, penalty, cost or expense resulting therefrom or
                relating
                thereto,

               

            
	
              1.74

            	
              "Total
                Deferred Purchase Price"

               

            	 	
              has
                the meaning set out in Clause 3.10,

               

            
	
              1.75

            	
              "U.S.
                GAAP"

            	 	
              means
                accounting principles generally accepted in the United
                States,

               

            
	
              1.76

            	
              "Working
                Capital"

            	 	
              means
                current assets less current liabilities net of bank indebtedness
                and any
                debts or payables to Shareholders,

               

            
	
              1.77

            	
              "Working
                Capital Deficit"

               

            	 	
              has
                the meaning set out in Clause 3.6.5(e)

               

            
	
              1.78

            	
              "Working
                Hours"

            	 	
              mean
                9 a.m. to 6 p.m. (CET) on a Business
                Day.

            


    

     

    
      	
              2

            	
              Sale
                and Purchase of Shares

            


    

     

    
      	
              2.1

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


            


    

     

    
      	
              2.2

            	
              The
                Shares shall be delivered at Closing and shall be free from all
                Encumbrances.

            


    

     

    
      
        
        

      

      
        - 13 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    
      	
              3

            	
              Purchase
                Price

            


    

     

    
      	
              3.1

            	
              Subject
                to the terms and conditions of this Agreement the Buyer shall pay
                to the
                Seller an initial purchase price in an amount not to exceed USD 3,500,000
                (the "Initial Purchase Price") at Closing.
                Such amount shall be subject to adjustment in accordance with Clauses
                3.2-3.6.

            


    

     

    
      	3.2	
              No
                later than 90 Business Days after Closing, the Buyer shall present
                to the
                Seller draft Closing Statements, which shall be prepared in accordance
                with the Accounting Principles by the Buyer (the "Closing Statements").
                The draft Closing Statements shall include a draft calculation of
                the Net
                Debt as of the Closing Date (the "Final Net Debt") and a draft calculation
                of the Working Capital as of the Closing Date (the "Final Working
                Capital"). 

            


    

     

    
      	3.3	
              As
                long as the Closing Statements, the calculation of the Final Net
                Debt
                and/or the Final Working Capital have not been finally settled between
                the
                Parties, the Buyer shall have a right to make corrections thereto.
                For
                purposes of the calculation of the Final Net Debt and the Final Working
                Capital, any currency amounts of the Company will be converted into
                USD at
                the exchange rate published by the Danish Central Bank (Danmarks
                Nationalbank) on the Closing Date.

            


    

     

    
      	3.4	
              The
                calculation of the Net Debt shall be made in accordance with the
                principles set out in Schedule
                3.4.a
                and the calculation of the Working Capital shall be made in accordance
                with Schedule
                3.4.b. 

            


    

     

    
      	3.5	
              If
                the Seller agrees to the Buyer’s calculation of the Final Net Debt and the
                Final Working Capital, the Initial Purchase Price shall be adjusted
                on the
                basis thereof as provided for in Clause
                3.6.5.

            


    

     

    
      	3.6	
              If
                the Seller disagrees with respect to the Buyer’s calculation of the Final
                Net Debt and the Final Working Capital set forth in the Closing
                Statements, the Seller shall notify the Buyer in writing within 15
                Business Days after the Seller has received the Closing Statements
                from
                the Buyer. Such notice shall specify in detail the nature of the
                objections and include specific proposals for adjustment of each
                disputed
                item in the draft calculations of the Final Net Debt and the Final
                Working
                Capital. Failure by the Seller to notify the Buyer within the time
                limit
                set out above shall be deemed to constitute acceptance by the Seller
                to
                the draft calculations of the Final Net Debt and the Final Working
                Capital.

            


    

     

    
      
        
        

      

      
        - 14 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    
      	3.6.1	
              If
                the Seller notifies the Buyer of objections to the draft calculations
                of
                the Final Net Debt and the Final Working Capital, the Seller and
                the Buyer
                shall attempt to resolve their differences and reach an agreement
                within
                20 Business Days. If they fail to do so either of them may request
                the
                President of the Danish Association of State Authorized Accountants
                ("Formanden for Foreningen af Statsautoriserede Revisorer") to appoint
                an
                independent accountant (the "Independent Accountant"), who shall
                be a
                partner of an accounting firm with an international reputation having
                an
                office in Copenhagen and which has not provided services to a member
                of
                the Seller’s Group, the Buyer’s Group or the Company during the past 3
                years prior to appointment. 

            


    

     

    
      	3.6.2	
              The
                Independent Accountant shall act as an expert and not as an arbitrator
                and
                shall not decide on legal issues. The Independent Accountant shall
                have
                access to the Company’s books and records and shall have access to
                interview relevant managers and employees of the Seller and of the
                Company
                during Working Hours. 

            


    

     

    
      	3.6.3	
              The
                Independent Accountant shall apply the Accounting Principles (i.e.
                the
                Independent Accountant shall not have any discretion to deviate from
                the
                Accounting Principles) and based on the Accounting Principles the
                Independent Accountant shall review the objections made by the Buyer
                and
                proposed amendments, if any, by the Seller and shall decide on the
                disputed items and determine the Final Net Debt and the Final Working
                Capital. The Final Net Debt and the Final Working Capital determined
                by
                the Independent Accountant shall be final and binding upon the Parties,
                except in case of manifest error or if the dispute concerns a legal
                issue.
                The Independent Accountant shall deliver the decision to the Parties
                no
                later than 30 Business Days after having been
                appointed.

            


    

     

    
      	3.6.4	
              Costs
                and expenses related to the determination of the Final Net Debt and
                the
                Final Working Capital and any dispute in respect thereof shall be
                paid as
                set out in Clause 17.

            


    

     

    
      
        
        

      

      
        - 15 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    
      	3.6.5	
              As
                soon as the Final Net Debt and the Final Working Capital have been
                determined as provided for in Clauses 3.2 – 3.6 (or by arbitration in
                accordance with Clause 21 if the dispute concerns a legal issue)
                the
                Initial Purchase Price shall be adjusted on a USD 1 for USD 1 basis
                (subject to any further adjustment according to Clause 12) as
                follows:

            


    

     

    
      	
            	(a)	
              if
                and to the extent the Final Net Debt is lower than USD 1,446,000,
                the
                Initial Purchase Price shall be increased by the amount of such excess
                (“Excess Shareholders’ Equity”), and the Excess Shareholders’ Equity
                amount shall be paid to the Seller together with Interest from the
                Closing
                Date until payment;

            


    

     

    
      	
            	(b)	
              if
                and to the extent the Final Net Debt exceeds USD 1,446,000, the Initial
                Purchase Price shall be reduced by the amount of such shortfall (“Net Debt
                Deficit”) and the Net Debt Deficit amount shall be paid to the Buyer
                together with Interest from the Closing Date until
                payment;

            


    

     

    
      	
            	(c)	
              if
                the Final Net Debt is equal to USD 1,446,000, no adjustment shall
                be made
                to the Initial Purchase Price in respect
                thereof;

            


    

     

    
      	
            	(d)	
              if
                and to the extent the Final Working Capital exceeds USD 1,791,000,
                the
                Initial Purchase Price shall be increased by the amount of such excess
                (“Excess Working Capital”) and such Excess Working Capital amount shall be
                paid to the Seller together with Interest from the Closing Date until
                payment; 

            


    

     

    
      	
            	(e)	
              if
                and to the extent the Final Working Capital is lower than USD 1,791,000,
                the Initial Purchase Price shall be reduced by the amount of such
                shortfall (“Working Capital Deficit”) and such Working Capital Deficit
                amount shall be paid to the Buyer together with Interest from the
                Closing
                Date until payment; and

            


    

     

    
      	
            	(f)	
              if
                the Final Working Capital is equal to USD 1,791,000 no adjustment
                shall be
                made to the Initial Purchase Price in respect
                thereof.

            


    

     

    
      
        
        

      

      
        - 16 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD


     

    
      	3.7	
              Payment
                of any amounts payable either to the Seller or to the Buyer pursuant
                to
                Clause 3.6.5 plus Interest from the Closing Date until payment is
                made
                shall be due within 5 Business Days after the Final Net Debt and
                the Final
                Working Capital have been agreed or finally determined. The amounts
                referred to in this Clause 3 shall be paid in full and shall not
                be
                subject to any of the limitations stipulated in Clause
                10.

            


    

     

    
      	
              3.8

            	
              At
                the Closing, the Buyer will pay to the Seller the Initial Purchase
                Price,
                less the Escrow Amount to be placed in escrow to secure the Seller’s
                indemnification obligations and obligation to pay to the Buyer any
                amounts
                pursuant to clause 3.6.5 until the later of (i) 155 Business Days
                and (ii)
                5 Business Days following the delivery of the decision of the Independent
                Accountant pursuant to Section 3.6.3. Amounts will be released from
                the
                Escrow Account according to the terms of the Escrow
                Agreement.

            


    

     

    
      	
              3.9

            	
              The
                total of the Initial Purchase Price and the Deferred Purchase Price
                will
                not exceed USD 7.0 million (the “Cap”). Both the Initial Purchase Price
                and any Deferred Purchase Price shall be paid in United States
                Dollars.

            


    

     

    
      	
              3.10

            	
              Deferred
                Purchase Prise

            


    

     

    
      	
              3.10.1

            	
              The
                Buyer will pay to the Seller additional purchase price consideration
                in
                three instalments, consisting of the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and the 3rd
                Deferred Purchase Price (the “Total Deferred Purchase Price”, payable as
                set forth below:

            


    

     

    
      	 	
              (a)

            	
              1st
                Deferred Purchase Price – Subject to Section 3.10.6, the amount of the
                “1st
                Deferred Purchase Price” will be the higher of USD 300,000 and an amount
                equal to: (i)(x) the Fiscal 2009 EBITDA minus (y) the Fiscal 2008
                EBITDA
                of USD 655,000, (ii) minus the excess of (x) 2009 Interest Paid 2009,
                minus (y) 2008 Interest Paid, and (iii) multiplied by
                3.

            


    

     

    The
      resultant 1st
      Deferred
      Purchase Price amount will be paid in cash within 120 days following the end
      of
      Fiscal 2009 (the “1st
      Deferred
      Purchase Price Payment Date”); provided that the amount of the 1st
      Deferred
      Purchase Price in excess of USD 1,166,667 shall be paid on the one-year
      anniversary of the 1st Deferred Purchase Price Payment Date. If the
      1st
      Deferred
      Purchase Price does not amount to USD 1,166,667, then the shortfall shall be
      the
“First Deficit.”

     

    
      
        
        

      

      
        - 17 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    
      	 	
              (b)

            	
              2nd
                Deferred Purchase Price – Subject to Section 3.10.6, the amount of the
                “2nd
                Deferred Purchase Price” will be the higher of USD 200,000 and an amount
                equal to: (i)(x) the Fiscal 2010 EBITDA minus (y) the Fiscal 2009
                EBITDA,
                (ii) minus the excess of (x) Fiscal 2010 Interest Paid and (y) Fiscal
                2009
                Interest Paid, and (iii) multiplied by 3. In the event that the Fiscal
                2010 EBITDA is less than the Fiscal 2009 EBITDA, the amount of the
                2nd
                Deferred Purchase Price will be calculated by subtracting from Fiscal
                2010
                EBITDA the amount of Fiscal 2008 EBITDA.
                The amount of Fiscal 2008 EBITDA is USD
                655,000.

            


    

     

    The
      resultant 2nd
      Deferred
      Purchase Price amount will be paid in cash within 120 days following the end
      of
      Fiscal 2010 (the “2nd
      Deferred
      Purchase Price Payment Date”); provided that, to the extent that the amount of
      the 2nd
      Deferred
      Purchase Price exceeds the sum of (a) 1,166,667 plus (b) the First Deficit,
      then
      the amount of such excess shall be paid on the one-year anniversary of the
      2nd
      Deferred
      Purchase Price Payment Date. If the 2nd
      Deferred
      Purchase Price does not amount to USD 1,166,667, then the shortfall shall be
      the
“Second Deficit.”

     

    
      	 	
              (c)

            	
              3rd
                Deferred Purchase Price – Subject to Section 3.10.6, the amount of any
                “3rd
                Deferred Purchase Price” will be equal to: (i)(x) the Fiscal 2011 EBITDA
                minus (y) the Fiscal 2010 EBITDA, (ii) minus the excess of (x) Fiscal
                2011
                Interest Paid and (y) Fiscal 2010 Interest Paid, and (iii) multiplied
                by
                3. In the event that the Fiscal 2011 EBITDA is less than the Fiscal
                2010
                EBITDA, the amount of the 3rd
                Deferred Purchase Price will be calculated by subtracting from Fiscal
                2011
                EBITDA the amount of Fiscal 2008 EBITDA.
                The amount of Fiscal 2008 EBITDA is USD
                655,000.

            


    

     

    
      
        
        

      

      
        - 18 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    The
      resultant 3rd
      Deferred
      Purchase Price amount will be paid in cash within 120 days following the end
      of
      Fiscal 2011 (the “3rd
      Deferred
      Purchase Price Payment Date”). If the 3rd Deferred Purchase Price is sufficient
      to permit payment of the First Deficit (to the extent not already paid) and
      the
      Second Deficit without the Total Deferred Purchase Price exceeding the Cap,
      then
      such sums shall also be paid at that time. In no event shall the Total Deferred
      Purchase Price exceed USD 3,500,000 (the “Maximum Deferred Purchase
      Price”).

     

    
      	
              3.10.2

            	
              The
                Buyer shall procure that the Company based on unaudited accounts
                calculates and submits together with the respective calculations
                to the
                Seller the 1st
                Deferred Purchase Price at the latest on 1 December in 2009, the
                2nd
                Deferred Purchase Price at the latest on 1 December in 2010 and the
                3rd
                Deferred Purchase Price at the latest on 1 December in
                2011.

            


    

     

    
      	
              3.10.3

            	
              The
                Seller shall have 20 Business Days from the respective dates of submission
                of the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and the 3rd
                Deferred Purchase Price to notify the Buyer in writing if the Seller
                objects to any matter or item in the calculations or figures leading
                to
                the deferred purchase price in each respective year. Such notice
                shall
                specify in detail the nature of the objections and include a specific
                proposal for adjustment of each disputed item. In the event that
                the
                Seller delivers such a notice, Buyer’s obligation to make payment of the
                1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and the 3rd
                Deferred Purchase Price within 120 days following the end of a fiscal
                year
                shall be delayed until such time as the parties have either agreed
                on the
                amount of the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and/or the 3rd
                Deferred Purchase Price or the Independent Accountant has delivered
                a
                decision.

            


    

     

    
      	
              3.10.4

            	
              The
                parties shall follow the procedure laid down in Clauses 3.6 and 3.7
                with
                respect to any disagreements regarding the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and/or the 3rd
                Deferred Purchase Price and the pertaining calculations,
                taking into account that payment of the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and/or the 3rd
                Deferred Purchase Price is intended to take place no later than 120
                days
                following the end of Fiscal 2009, Fiscal 2010 and Fiscal 2011
                respectively.

            


    

     

    
      
        
        

      

      
        - 19 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              3.10.5

            	
              The
                Buyer shall be entitled to withhold from any payments of the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price or the 3rd
                Deferred Purchase Price any claims or losses covered by Clauses 10
                and
                11.

            


    

     

    
      	
              3.10.6

            	
              Notwithstanding
                the terms of Section 3.10.1, in the event that prior to the end of
                Fiscal
                2011 (i) the employment of either Søren Manicus or Peter Holst-Jensen is
                terminated either (A) voluntarily by him or (B) by the Company with
                fair
                reason due to breach of his respective service agreement, the amount
                of
                the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and/or the 3rd
                Deferred Purchase Price not yet earned by virtue of the completion
                of a
                fiscal year shall be reduced by 50% and (ii) both Søren Manicus and Peter
                Holst-Jensen (A) voluntarily terminate their employment or (B) are
                terminated by the Company with fair reason due to breach of their
                service
                agreements, the amount of the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and the 3rd
                Deferred Purchase Price not yet earned by virtue of completion of
                a fiscal
                year shall be reduced 100%. Any payments earned by virtue of the
                completion of an applicable fiscal year prior to such termination
                shall
                not be affected by this clause. 

            


    

     

    For
      the
      avoidance of doubt, the following are examples of a Deferred Purchase Price
      calculation following the occurrence of an event specified in this Section
      3.10.6, assuming Fiscal 2008 EBITDA of USD 600,000, Fiscal 2008 Interest Paid
      of
      USD100,000, Fiscal 2009 EBITDA of USD 620,000, Fiscal 2009 Interest Paid of
      USD
      110,000, Fiscal 2010 EBITDA of USD 900,000, Fiscal 2010 Interest paid of USD
      120,000, Fiscal 2011 EBITDA of USD 1,100,000 and Fiscal 2011 Interest Paid
      of
      USD 130,000. 

     

    Termination
      during Fiscal 2010

     

    In
      the
      event that during but prior to completion of Fiscal 2010, the employment of
      either Søren Manicus or Peter Holst-Jensen is terminated as a result of the
      events specified in this Section 3.10.6, then the Seller shall be entitled
      to
      receive an amount calculated as follows: 

     

    
      
        
        

      

      
        - 20 -

        
          

        

      

      
        
        

      

       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD    

    

     

    (900,000
      – 620,000) – (120,000-110,000) = 270,000 x 3 =USD 810,000 x 50% = USD
      405,000

     

    In
      the
      event that during but prior to completion of Fiscal 2010, the employment of
      both
      Søren Manicus or Peter Holst-Jensen is terminated as a result of the events
      specified in this Section 3.10.6, then the Seller shall not be entitled to
      receive any amounts in respect of Fiscal 2010. 

     

    However,
      notwithstanding any termination of either or both Søren Manicus or Peter
      Holst-Jensen during Fiscal 2010 as a result of the events specified in this
      Section 3.10.6, Seller shall be entitled to receive any amounts earned in
      respect of the 1st Deferred Purchase Price, including the amount, if any, of
      the
      total of the Excess Shareholders’ Equity, the Excess Working Capital and the 1st
      Deferred Purchase Price in excess of USD 1,166,667, which is payable on the
      one-year anniversary of the 1st Deferred Purchase Price Payment Date.


     

    Termination
      during Fiscal 2011

     

    In
      the
      event that during but prior to completion of Fiscal 2011, the employment of
      either Søren Manicus or Peter Holst-Jensen is terminated as a result of the
      events specified in this Section 3.10.6, then the Seller shall be entitled
      to
      receive an amount calculated as follows: 

     

    (1,100,000
      – 900,000) – (130,000-120,000) = 190,000 x 3 =USD 570,000 x 50% = USD
      285,000

     

    In
      the
      event that during but prior to completion of Fiscal 2011, the employment of
      both
      Søren Manicus or Peter Holst-Jensen is terminated as a result of the events
      specified in this Section 3.10.6, then the Seller shall not be entitled to
      receive any amounts in respect of Fiscal 2011. However, notwithstanding any
      termination of either or both Søren Manicus or Peter Holst-Jensen during Fiscal
      2011 as a result of the events specified in this Section 3.10.6, Seller shall
      be
      entitled to receive any amounts earned but unpaid in respect of the 1st Deferred
      Purchase Price and 2nd Deferred Purchase Price. 

     

    
      
        
        

      

      
        - 21 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              3.10.7

            	
              Notwithstanding
                the terms of Section 3.10.1, in the event that prior to the end of
                Fiscal
                2011, (i) the employments of either Søren Manicus or Peter Holst-Jensen is
                terminated by the Company other than with fair reason due to breach
                of his
                respective service agreement or is terminated by him due to the breach
                by
                the Company of such service agreement, the amount of the Total Deferred
                Purchase Price shall be equal to the greater of (A) in the event
                of such
                termination during Fiscal 2009, 15% of the Maximum Deferred Purchase
                Price, in the event of such termination during Fiscal 2010, 10% of
                the
                Maximum Deferred Purchase Price and in the event of such termination
                during Fiscal 2011, 5% of the Maximum Deferred Purchase Price and
                (B) the
                amount of the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and /or the 3rd
                Deferred Purchase Price actually earned, as calculated in accordance
                with
                such Section 3.10.1 and reduced by 50% for the period of time when
                the
                director is a single director compared to three years and (ii) in
                the
                event that the employment of both Søren Manicus and Peter Holst-Jensen is
                terminated by the Company other than with fair reason due to breach
                of his
                respective service agreement or is terminated by them due to the
                breach by
                the Company of such service agreements, the amount of the Total Deferred
                Purchase Price shall be equal to the greater of (A) in the event
                of such
                termination during Fiscal 2009, 30% of the Maximum Deferred Purchase
                Price, in the event of such termination during Fiscal 2010, 20% of
                the
                Maximum Deferred Purchase Price and in the event of such termination
                during Fiscal 2011, 10% of the Maximum Deferred Purchase Price and
                (B) the
                amount of the 1st
                Deferred Purchase Price, the 2nd
                Deferred Purchase Price and the 3rd
                Deferred Purchase Price calculated in accordance with such Section
                3.10.1.
                The amount of the Total Deferred Purchase Price calculated in accordance
                with this Section 3.10.7 shall be reduced by the amount of any
                1st
                Deferred Purchase Price, 2nd
                Deferred Purchase Price or 3rd
                Deferred Purchase Price previously earned in accordance with Section
                3.10.1 prior to the date of the
                termination.

            


    

     

    For
      the
      avoidance of doubt, the following are examples of a Deferred Purchase Price
      calculation following the occurrence of an event specified in this Section
      3.10.7, assuming Fiscal 2008 EBITDA of USD 600,000, Fiscal 2008 Interest Paid
      of
      100,000, Fiscal 2009 EBITDA of USD 620,000, Fiscal 2009 Interest Paid of USD
      110,000, Fiscal 2010 EBITDA of USD 900,000, Fiscal 2010 Interest paid of USD
      120,000, Fiscal 2011 EBITDA of USD 1,100,000 and Fiscal 2011 Interest Paid
      of
      USD 130,000. 

     

    
      
        
        

      

      
        - 22 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    Termination
      during Fiscal 2010

     

    In
      the
      event that on March 1, 2010, the employment of either Søren Manicus or Peter
      Holst-Jensen is terminated as a result of the events specified in this Section
      3.10.7, then the Seller shall be entitled to receive the greater of the amount
      calculated under (A) or (B), below, reduced by the payment previously made
      pursuant to Clause 3.10.1(a) : 

     

    (A)
      3,500,000 x 10% = 350,000

     

    (B)
      

     

    For
      Fiscal 2009

     

    (620,000-600,000)
      – (110,000-100,000) = 10,000 x 3 = USD 30,000

     

    For
      Fiscal 2010 

     

    (900,000-620,000)
      – (120,000-110,000) = 270,000 x 3 = 810,000 divided by 12 (months) = 67,500 x
      7
      (months during which there were 2 directors) = 472,500 

     

    67,500
      x
      50% = 33,750 x 5 (months with 1 director) = 168,750

     

    472,500
      +
      168,750 = USD 641,250

     

    For
      Fiscal 2011 

     

    (1,100,000-900,000)
      – (130,000-120,000) = 190,000 x 3 = 570,000 x 50% = USD 285,000

     

    30,000
      +
      641,250 + 285,000 = USD 956,250

     

    In
      the
      event that on March 1, 2010, the employment of both Søren Manicus or Peter
      Holst-Jensen is terminated as a result of the events specified in this Section
      3.10.7, then the Seller shall be entitled to receive the greater of the amount
      calculated under (A) or (B), below, reduced by the payment previously made
      pursuant to Clause 3.10.1(a): 

     

    
      
        
        

      

      
        - 23 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    (A)

     

    3,500,000
      x 20% = USD 700,000 

     

    (B)
      

     

    For
      Fiscal 2009

     

    (620,000-600,000)
      – (110,000-100,000) = 10,000 x 3 = USD 30,000

     

    For
      Fiscal 2010 

     

    (900,000-620,000)
      – (120,000-110,000) = 270,000 x 3 = USD 810,000 

     

    For
      Fiscal 2011 

     

    (1,100,000-900,000)
      – (130,000-120,000) = 190,000 x 3 = USD 570,000

     

    30,000
      +
      810,000 + 570,000 = USD 1,410,000.

     

    
      	
              3.10.8

            	
              The
                provisions of this Section 3.10 shall not affect the Buyer’s ability to
                change the Company’s fiscal year end after the Closing
                Date.

            


    

     

    
      	
              4

            	
              Closing

            


    

     

    
      	
              4.1

            	
              Closing
                shall take place immediately after signing of this Agreement on 9
                September 2008 (the "Closing Date") at the offices of Gorrissen Federspiel
                Kierkegaard, H.C. Andersens Boulevard 12, DK-1553 Copenhagen V, Denmark
                at
                9 a.m. (CET) or at such other date and time as may be agreed between
                the
                Parties. 

            


    

     

    
      	
              4.2

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

            


    

     

    
      	 	
              (a)

            	
              documentary
                evidence from relevant corporate bodies of the Seller authorising
                the
                signing of this Agreement and the consummation of the necessary
                transactions under this Agreement;

            


    

     

    
      	 	
              (b)

            	
              share
                certificates duly endorsed to the
                Buyer;

            


    

     

    
      
        
        

      

      
        - 24 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	 	
              (c)

            	
              updated
                shareholders’ register for the Company reflecting the transfer of the
                Shares to the Buyer;

            


    

     

    
      	 	
              (d)

            	
              documentation
                that all debts and receivables between the Company and the Seller’s Group
                have been settled;

            


    

     

    
      	 	
              (e)

            	
              documentation
                that the Buyer’s wire transfer referred to in Clause 4.3 below has been
                received by the Seller’s bank and credited on the Escrow Account and on
                the bank account designated by the Seller in accordance with Clause
                4.3;

            


    

     

    
      	 	
              (f)

            	
              such
                other documents, including statutory books (which shall be written
                up to
                but not including Closing) as the Buyer may reasonably require;
                and

            


    

     

    
      	 	
              (g)

            	
              letters
                from the present board of directors of the Company and the present
                auditors of the Company confirming that they resign from their office,
                and
                that they have no claims against the Company for fees or otherwise
                for the
                period prior to the Closing Date.

            


    

     

    
      	 	
              (h)

            	
              documentation
                that Søren Manicus and Peter Holst-Jensen shall have terminated their
                previous service agreements and entered into new service agreements
                on
                agreed terms;

            


    

     

    
      	 	
              (i)

            	
              documentation
                of the lessor’s consent to the transfer of the Shares regarding the
                leasehold Tindbjergvej 16, Virkelund, 8600
                Silkeborg.

            


    

     

    
      	
              4.3

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

            


    

     

    
      	 	
              (a)

            	
              documentary
                evidence from relevant corporate bodies of the Buyer authorising
                the
                signing of this Agreement and the consummation of the necessary
                transactions under this Agreement.

            


    

     

    
      	 	
              (b)

            	
              documentation
                that USD 3,150,000 of the Initial Purchase Price has been transferred
                by
                the Buyer’s bank to the Seller’s bank account no. 5036250897, registration
                no. 2229 with Nordea Bank Danmark A/S, Erhvervsafdelingen, Hovedgaden
                20,
                2970 Hørsholm; 

            


    

     

    
      
        
        

      

      
        - 25 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	 	
              (c)

            	
              documentation
                that USD 350,000 (the "Escrow Amount") of the Initial Purchase Price
                has
                been transferred by the Buyer’s bank to the Seller’s bank account no.
                5036253691 (the "Escrow Account"), registration no. 2229 with Nordea
                Bank Danmark A/S, Erhvervsafdelingen, Hovedgaden 20, 2970 Hørsholm;
                and

            


    

     

    
      	
              5

            	
              Post
                Closing Tasks

            


    

     

    
      	
              5.1

            	
              The
                Buyer shall as soon as practicable after Closing provide to the Seller
                documentation that appropriate filings have been made to de-register
                the
                present board of directors of the Company and the present auditors
                of the
                Company with the Danish Commerce and Companies Agency.
                

            


    

     

    
      	
              6

            	
              Seller’s
                Warranties

            


    

     

    
      	
              6.1

            	
              The
                Seller warrants to the Buyer that each of the warranties as set out
                in
                Schedule 6.1
                is
                accurate in all respects and not misleading at the date of this
                Agreement 

            


    

     

    
      	
              7

            	
              Buyer’s
                Warranties 

            


    

     

    
      	
              7.1

            	
              The
                Buyer warrants to the Seller that each of the following warranties
                is
                accurate in all respects and not misleading at the date of this
                Agreement:

            


    

     

    
      	 	
              (a)

            	
              the
                Buyer has the requisite power and authority to enter into and perform
                its
                obligations under this Agreement;
                and

            


    

     

    
      	 	
              (b)

            	
              this
                Agreement, any other documents entered into by the Buyer which are
                to be
                delivered hereunder will, when entered into and delivered, constitute
                binding obligations of the Buyer and will be enforceable in accordance
                with their respective terms except as limited by bankruptcy
                laws.

            


    

     

    
      
        
        

      

      
        - 26 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              8

            	
              Restrictions
                on Business Activities

            


    

     

    
      	
              8.1

            	
              The
                Seller undertakes that it will not, and shall procure that no member
                of
                the Seller’s Group or of any of the Shareholders will, neither pending nor
                within 3 years after the Closing Date do, directly or indirectly,
                on its
                own account or in conjunction with or on behalf of any Person or
                assist
                any Person in doing any of the following
                things:

            


    

     

    
      	 	
              (a)

            	
              be
                engaged or economically interested in any capacity whatsoever (except
                as a
                holder of shares in a listed company which confers not more than
                5 per
                cent of the voting rights or the share capital of that listed company)
                in
                any business which competes directly or indirectly with the business
                of
                the Company as conducted or contemplated at Closing or at any time
                in the
                12 months period immediately preceding Closing within Denmark or
                in any
                other jurisdiction in which the Company carries on business or
                contemplates at Closing to carry on
                business;

            


    

     

    
      	 	
              (b)

            	
              in
                competition with the Company solicit or entice away or attempt to
                solicit
                or entice away from the Company any Person who shall at any time
                within
                the year preceding the date of this Agreement have been a customer,
                representative, agent or supplier of the Company, or enter into any
                contract for sale and purchase with or accept business from any such
                Person; or

            


    

     

    
      	 	
              (c)

            	
              solicit,
                entice away or attempt to solicit or entice away from the Company
                or any
                member of the Buyer’s Group any employee of the Company at the date of
                this Agreement.

            


    

     

    
      	
              8.2

            	
              Each
                time the restrictions of the Seller or a Shareholder (as the case
                may be)
                set out in Clause 8.1 is violated the Seller or a Shareholder (as
                the case
                may be) shall pay liquidated damages (in Danish "konventionalbod")
                to the
                Buyer of DKK 200,000. The payment of liquidated damages shall be
                in
                addition to any other rights under Danish law, which the Buyer may
                have as
                a consequence of a breach of the respective undertakings, including
                the
                right to demand further damages from the Seller. In case of any breach
                of
                Clause 8.1, the Buyer shall be entitled to demand an injunction before
                the
                ordinary courts against the Seller or a Shareholder (as the case
                may be)
                without having to put up any security irrespective of the provision
                for
                arbitration in Clause 21. 

            


    

     

    
      
        
        

      

      
        - 27 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              9

            	
              Post
                Closing Covenants

            


    

     

    
      	
              9.1

            	
              All
                employment agreements for the employees of the Company must within
                30 days
                after the Closing Date be rectified in accordance with the Danish
                Act on
                the Employers duty to inform the Employee. Fur-thermore in all employment
                agreements for employees who are entitled to a gasoline card it must
                be
                stated that the gasoline card is only for purchase of gasoline in
                Denmark.

            


    

     

    
      	
              9.2

            	
              The
                Seller shall no later than the 5th
                in
                each month following Closing by e-mail forward to the Buyer a bank
                statement evidencing the amount of the Secured Sum according to Clause
                10.14. This obligation shall remain as long as funds are placed on
                a bank
                account as a Secured Sum.

            


    

     

    
      	
              9.3

            	
              The
                Seller shall at any time until the EU registration and the Norwegian
                registration, both for the trademark C-88 <word>, are registered in
                the name of the Company with the EU trademark registration authority
                (OHIM) and the Norwegian trademark registration authority (Patentstyret)
                at the cost of the Seller do everything needed in order for the Company
                to
                uphold and enforce the Company’s rights against third parties to the C-88
                <word> trademarks in the EU and
                Norway.

            


    

     

    
      
        
        

      

      
        - 28 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              10

            	
              Indemnification

            


    

     

    
      	
              10.1

            	
              Subject
                to the limitations of this Clause 10, the Seller agrees to indemnify
                the
                Buyer from and against all direct losses (as demonstrated in accordance
                with Danish Law) suffered or based upon any misrepresentation,
                irregularity in or breach of the Seller’s Warranties or any covenant or
                agreement of the Seller contained in this Agreement or in the Other
                Agreements (a "Seller’s Breach"). Any payment due to the Buyer or the
                Company under this Clause 10 shall be paid net of tax benefits to
                the
                Buyer and shall be considered as a reduction of the Purchase Price
                and any
                payment shall, if possible, take place by way of repayment of the
                Purchase
                Price.

            


    

     

    
      	
              10.2

            	
              Subject
                to the limitations of this Clause 10 the Buyer agrees to indemnify
                the
                Seller from and against all losses suffered or based upon any
                misrepresentation, irregularity in or breach of any of the Buyer’s
                Warranties or any covenant or agreement of the Buyer contained in
                this
                Agreement and in the Other Agreements (a "Buyer’s
                Breach").

            


    

     

    Subject
      to intentional misrepresentation or willful misconduct by the Buyer the right
      to
      claim damages as set out above shall be the exclusive remedy of the Seller
      with
      respect to any Buyer’s Breach. In particular the Seller shall not be entitled to
      rescind the Agreement after Closing.

     

    
      	
              10.3

            	
              The
                Parties shall within reasonable time give notice to the other Party
                of any
                demand, claim or any other circumstance giving rise to a claim or
                the
                commencement of any action, proceeding or investigation that may
                result in
                a loss covered by Clauses 10.1 and 10.2. The claim notice (the "Claim
                Notice") shall describe the asserted liability in reasonable detail
                and
                shall, if possible, estimate the size of the loss (the "Estimated
                Claim"). 

            


    

     

    The
      failure of the indemnified Party within reasonable time to notify the
      indemnifying Party on any such matter shall not release the indemnifying Party,
      in whole or in part, from its obligations under this Clause 10 except to the
      extent the indemnified Party’s failure to so notify actually prejudices the
      indemnifying Party’s ability to defend against such third party claim or
      litigation.

     

    
      
        
        

      

      
        - 29 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    If
      the
      indemnifying Party cannot accept the claim as notified to the indemnifying
      Party
      by the indemnified Party, the indemnifying Party shall within 30 Business Days
      inform the indemnified Party accordingly in writing. Such dispute shall be
      resolved by arbitration proceedings in accordance with the provisions of Clause
      21.

     

    In
      the
      event that the Seller, in the opinion of the Buyer, becomes liable to the Buyer
      for a Seller’s Breach, Buyer may at any time thereafter according to the Escrow
      Agreement, notify the Escrow Agent in writing of the existence of the alleged
      liability together with a copy of the Claim Notice. The Buyer shall be entitled
      to notify the Escrow Agent of the loss of interest and expenses estimated by
      the
      Buyer to be incurred by the Buyer by defending the Buyer’s position through
      court or arbitration proceedings (the "Estimated Costs"). The Escrow Agent
      shall
      retain an amount corresponding to the Estimated Claim plus Estimated Costs
      notified to the Escrow Agent and not release such portion to the Seller, except
      as provided in the Escrow Agreement. The Escrow Agreement shall govern the
      release of the Escrow Amount to the Seller or the Buyer, as the case may
      be.

     

    
      	
              10.4

            	
              The
                Seller agrees that the Buyer has entered into this Agreement in reliance
                upon the Seller’s Warranties independently of the due diligence
                investigation of the Company performed by the Buyer. The Seller agrees
                that the due diligence investigation of the Company performed by
                the
                Buyer, including the Buyer’s review of the Data Room Documentation shall
                not in any way limit the Buyer’s right to make any claims against the
                Seller for breach of any of the Seller’s
                Warranties.

            


    

     

    
      	
              10.5

            	
              Interest
                shall accrue in favour of the indemnified Party from the day the
                claim is
                notified to the other Party always provided the claim is (i) accepted
                by
                the indemnifying Party or (ii) determined in the favour of the claiming
                Party by arbitration in accordance with Clause
                21.

            


    

     

    
      	
              10.6

            	
              The
                Seller undertakes (if any claim is made against it by the Buyer)
                not to
                make any claim against the Company or any member of the board of
                directors
                or management of the Company or any employee or adviser of the Company
                on
                whom the Seller may have relied before agreeing to any terms of this
                Agreement or authorising any statement in the Disclosure
                Letter.

            


    

     

    
      
        
        

      

      
        - 30 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              10.7

            	
              Any
                claim by the Buyer against the Seller, except for claims resulting
                from a
                breach of the Seller’s warranties set out in Schedule 6.1, sections 6.1.1
                (the Company and the Shares), 6.1.4 (capacity of the Seller), 6.1.21
                (tax)
                and 6.1.29 (environment), shall be barred by limitation if not notified
                in
                writing to the Seller at the latest on the date 18 months after the
                Closing Date (or the next Business Day if the said date is not a
                Business
                day).

            


    

     

    
      	
              10.8

            	
              Any
                claims regarding Schedule 6.1, section 6.1.29 (environment), shall
                be
                barred by limitation if not notified in writing to the Seller at
                the
                latest on the 5th
                anniversary of the Closing date (or the next Business Day if the
                said
                anniversary is not a Business Day). No time limitations shall apply
                with
                respect to claims regarding Schedule 6.1, section 6.1.1 (the Company
                and
                the Shares) and 6.1.4 (capacity of the
                Seller).

            


    

     

    
      	
              10.9

            	
              Any
                claims regarding Schedule 6.1, section 6.1.21 (tax), shall not be
                barred
                until 3 months after the expiration of the time limits in the relevant
                Tax
                Law for the tax authorities to make a ruling regarding amendments
                in the
                tax returns of the Company. If the Company receives notice of a ruling
                regarding amendments in the tax returns of the Company from the tax
                authorities after the expiration of the said time limits, then claims
                pertaining to tax warranties may be made until 3 months after the
                Company
                has received the notice.

            


    

     

    
      	
              10.10

            	
              If
                any breach arises by reason of some liability of the Company which
                at the
                time such claim is notified to the Seller, is contingent or cannot
                be
                quantified, then the Seller shall not be under an obligation to make
                any
                payment in respect of such breach or claim unless and until such
                liability
                ceases to be contingent or becomes capable of being quantified, as
                the
                case may be, provided that the Buyer’s time limits for notifying claims to
                the Seller shall be extended with a period equal to the time during
                which
                the liabilities remain contingent or
                unquantified.

            


    

     

    
      	
              10.11

            	
              The
                Buyer shall not be entitled to raise any claim against the Seller
                for
                breach of this Agreement unless it has claims that, individually
                or in the
                aggregate, exceed a threshold of DKK 100,000, in which case the Buyer
                shall be entitled to recover only amounts in excess of DKK 100,000.
                Claims
                arising out of similar events or circumstances shall be regarded
                as one
                claim. No threshold shall apply in respect of claims based on the
                Seller’s
                Warranties set out in Schedule 6.1, section 6.1.1 (the Company and
                the
                Shares). For the avoidance of doubt the above threshold shall not
                apply to
                (i) any adjustment of the Purchase Price as provided for in Clause
                3, (ii)
                any breach of the provisions in Clause 8 and (iii) any indemnification
                according to Clause 11 and Schedule 11.1. 

            


    

     

    
      
        
        

      

      
        - 31 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              10.12

            	
              In
                no event shall the aggregate indemnification payable by the Seller
                in
                respect of a loss related to a breach of this Agreement by the Seller
                exceed 50% of the total purchase price, calculated as the adjusted
                Initial
                Purchase Price together with the Deferred Purchase Price, which amount
                shall constitute the maximum amount of the Seller’s liability hereunder.
                This Clause 10.12 does not apply to payments made under Clause 3.6.5,
                Clause 8 and Clause 11.

            


    

     

    
      	
              10.13

            	
              The
                limitations in amount or time set out in this Clause 10 shall not
                apply to
                indemnification for a Seller’s Breach if such breach was within the
                Seller’s Knowledge on or prior to the Closing or the Seller has caused the
                Seller’s Breach by fraud or gross
                negligence.

            


    

     

    
      	
              10.14

            	
              To
                secure payments of any claims from the Seller to the Buyer arising
                out of
                this Agreement, the Seller shall retain and shall not distribute,
                whether
                by way of dividend, payment or otherwise, any amounts paid in respect
                of
                the Initial Purchase Price, as follows: USD [2,000,000] (the “Secured
                Sum”) must be placed on a bank account in the name of the Seller or be
                invested in whole or in part in listed securities. On the one (1)
                year
                anniversary of the Closing Date the Secured Sum is reduced to USD
                [1,500,000], plus such additional amounts as may be required to satisfy
                any claims arising out of this Agreement. On the second (2) year
                anniversary of the Closing Date the Secured Sum is reduced to USD
                [800,000] plus such additional amounts as may be required to satisfy
                any
                claims arising out of this Agreement. On the third (3) year anniversary
                of
                the Closing Date the Secured Sum is reduced to any amounts as may
                be
                required to satisfy any claims arising out of this Agreement.
                The indemnification obligation of Seller shall not be limited by
                the
                amount of the Secured Sum. The Seller may spend USD 875,000 of the
                Initial
                Purchase Price without restrictions. 

            


    

     

    
      
        
        

      

      
        - 32 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              11

            	
              Specific
                Indemnifications

            


    

     

    
      	
              11.1

            	
              Without
                limitation or qualification applying to the Seller’s Warranties or any
                other undertakings or covenants of the Seller under this Agreement,
                and
                notwithstanding the minimum threshold in Clause 10.11, the Seller
                hereby
                agrees to indemnify the Buyer, the Company and any member of the
                Buyer's
                Group on a USD for USD (or DKK for DKK, as applicable) basis for
                any and
                all losses and claims that arise directly or indirectly, including
                but not
                limited to all legal fees, management costs (as reasonably quantified
                by
                the Buyer), and all related reasonable fees and reasonable costs
                as set
                out in Schedule
                11.1.

            


    

     

    
      	
              12

            	
              Taxation
                Matters

            


    

     

    
      	
              12.1

            	
              The
                Company has been part of the Joint Tax Group and as such subject
                to
                mandatory joint taxation in accordance with section 31 of the Danish
                Corporate Tax Act. The provisions regarding the termination of the
                joint
                taxation scheme of the Company are set out in Schedule
                12.1. 

            


    

     

    
      	
              13

            	
              Announcements

            


    

     

    
      	
              13.1

            	
              The
                Parties shall agree the form of, time for and content of the information
                to be given to:

            


    

     

    
      	 	
              (a)

            	
              the
                employees of the Company; and

            


    

     

    
      	 	
              (b)

            	
              the
                customers and other business connections of the Company;
                

            


    

     

    concerning
      this Agreement and the transactions contemplated hereby. Either Party may,
      after
      consultation with the other Party, make an announcement concerning this
      Agreement and the transactions, if required by law, or any securities exchange
      or regulatory or governmental body to which that Party is subject or submits,
      wherever situated and whether or not the requirement has the force of
      law.

     

    
      
        
        

      

      
        - 33 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              14

            	
              Confidentiality

            


    

     

    The
      Seller and the Shareholders and the Buyer shall treat as confidential all
      information obtained as a result of entering into or performing this
      Agreement.

     

    The
      Seller and the Shareholders hereby acknowledge that they are aware, and that
      they will advise their representatives, that the United States securities laws
      prohibit any person who has material, non-public information concerning the
      matters which are the subject of this Agreement from purchasing or selling
      securities of the Buyer (and options, warrants and rights relating thereto)
      or
      from communicating such information to any other person under circumstances
      in
      which it is reasonably foreseeable that such person (including, without
      limitation, any representatives) is likely to purchase or sell such
      securities.

     

    
      	
              14.1

            	
              Notwithstanding
                the other provisions of this Clause 14, each of the Parties, the
                Shareholders and the Buyer may disclose confidential
                information:

            


    

     

    
      	 	
              (a)

            	
              if
                and to the extent required by Law or for the purpose of any judicial
                proceedings between the Parties;

            


    

     

    
      	 	
              (b)

            	
              to
                its/their professional advisers, auditors and
                bankers;

            


    

     

    
      	 	
              (c)

            	
              if
                and to the extent the information has come into the public domain
                through
                no fault of that Party;

            


    

     

    
      	 	
              (d)

            	
              if
                and to the extent the Party to whom the information relates has given
                prior written consent to the disclosure, such consent not to be
                unreasonably withheld or delayed;

            


    

     

    
      	
              14.2

            	
              The
                restrictions contained in this Clause 14 shall apply without limit
                in
                time.

            


    

     

    
      	
              15

            	
              Assignment
                and change-in-control

            


    

     

    
      	
              15.1

            	
              The
                Buyer may at any time assign all or any part of its rights or benefits
                under this Agreement and any agreements referred to hereby together
                with
                any causes of action arising in connection with any of them. The
                Buyer
                shall remain liable as a guarantor for such assignee’s performance
                hereunder. The Buyer shall give notice to the Seller of any intended
                assignment no less than 30 days prior to such
                assignment.

            


    

     

    
      
        
        

      

      
        - 34 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              15.2

            	
              The
                Seller shall not assign all or any part of its rights and obligations
                under this Agreement.

            


    

     

    
      	
              15.3

            	
              The
                Buyer may disclose to a proposed assignee information in its possession
                relating to the provisions of this Agreement, the negotiations relating
                to
                this Agreement and the Seller which it is necessary to disclose for
                the
                purposes of the proposed assignment, notwithstanding the provisions
                of
                Clause 14.

            


    

     

    
      	
              15.4

            	
              In
                the event of a change-in-control of the Buyer, the successor entity
                will
                assume, either pursuant to written agreement or by operation of law,
                all
                of the obligations of the Buyer under this
                Agreement.

            


    

     

    
      	
              16

            	
              Amendments

            


    

     

    
      	
              16.1

            	
              This
                Agreement may only be amended in writing signed by each of the
                Parties.

            


    

     

    
      	
              17

            	
              Costs
                and Expenses

            


    

     

    
      	
              17.1

            	
              Each
                Party shall bear its own costs and expenses in relation to the
                negotiation, preparation, execution and carrying into effect of this
                Agreement and other agreements referred to
                hereby.

            


    

     

    
      	
              17.2

            	
              The
                Seller confirms that no expense of whatever nature relating to the
                due
                diligence process or the preparation and completion of this Agreement
                has
                been or is to be borne by the
                Company.

            


    

     

    
      	
              17.3

            	
              If
                there is any dispute between the Seller and the Buyer concerning
                the
                Closing Statements, all costs relating thereto shall be borne by
                the
                Seller and the Buyer, respectively, i.e. the Seller shall pay its
                lawyers,
                advisers and accountants and the Buyer shall pay its lawyers, advisers
                and
                accountants. The fee to the Independent Accountant foreseen under
                Clause
                3.6.1 shall be split equally between the Seller and the
                Buyer.

            


    

     

    
      
        
        

      

      
        - 35 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

    

     

    
      	
              18

            	
              Notices

            


    

     

    
      	
              18.1

            	
              Any
                communication or notice made under this Agreement shall be sent to
                a Party
                at its address or number and for the attention of the individual
                set out
                below:

            


    

     

    
      	 	
              to
                the Seller: 

            	
              C-88
                Holding ApS

            
	 	 	
              Savsvinget
                7

            
	 	 	
              2970
                Hørsholm

            
	 	 	
              tel:
                + 45 70 10 48 88

            
	 	 	
              fax:
                + 45 70 10 48 89

            
	 	 	
              for
                the attention of Søren Manicus

            
	 	 	 
	 	
              with
                a copy to: 

            	
              Lerbrandt
                Advokatfirma

            
	 	 	
              Nytorv
                5

            
	 	 	
              1450
                Copenhagen K

            
	 	 	
              Denmark

            
	 	 	
              tel:
                + 45 33 15 80 81

            
	 	 	
              fax:
                + 45 33 15 80 70

            
	 	 	
              for
                the attention of Jesper Sidenius

            
	 	 	 
	 	
              to
                the Shareholders: 

            	
              Søren
                Manicus

            
	 	 	
              Heilsmindevej
                4

            
	 	 	
              2920
                Charlottenlund

            
	 	 	
              Denmark

            
	 	 	
              tel:
                + 45 40 78 04 12; and

            
	 	 	 
	 	 	
              Peter
                Holst-Jensen

            
	 	 	
              Dyrlægegårds
                Allé 168

            
	 	 	
              3600
                Frederikssund

            
	 	 	
              Denmark

            
	 	 	
              tel:
                + 45 40 85 80 10

            
	 	 	 
	 	
              to
                the Buyer:

            	
              Nu
                Horizons Electronics Corp.

            
	 	 	
              tell:
                + 631-396-7300

            
	 	 	
              fax:
                + 631-794-2441

            
	 	 	
              for
                the attention of Kurt Freudenberg

            
	 	 	 
	 	
              with
                a copy to 

            	
              Farrell
                Fritz, P.C

            
	 	 	
              1320
                RexCorp Plaza

            
	 	 	
              Uniondale,
                NY 11556

            
	 	 	
              USA

            
	 	 	
              tel:
                + 516.227.0638

            
	 	 	
              fax:
                + 516.336.2778

            
	 	 	
              for
                the attention of Nancy Lieberman

            
	 	 	 
	 	
              and
                

            	
              Gorrissen
                Federspiel Kierkegaard

            
	 	 	
              H.C.
                Andersens Boulevard 12

            
	 	 	
              DK-1553
                Copenhagen V

            
	 	 	
              Denmark

            
	 	 	
              tel:
                +45 33 41 41 41

            
	 	 	
              fax:
                +45 33 41 41 33

            
	 	 	
              for
                the attention of Olaf Carl
                Ehrenskjöld

            


    

    


    or
      to
      such other person, address and/or fax no., which either Party or the
      Shareholders may in writing notify to the other parties.

     

    
      
        
        

      

      
        - 36 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    
      	
              18.2

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

            


    

     

    
      	
              19

            	
              Invalidity

            


    

     

    
      	
              19.1

            	
              If
                at any time any provision of this Agreement is or becomes illegal
                or
                unenforceable in any respect under the Law of any jurisdiction, this
                shall
                not affect or impair:

            


    

     

    
      	
            	(a)	
              the
                legality, validity or enforceability in that jurisdiction of any
                other
                provision of this Agreement; or

            


    

     

    
      	
            	(b)	
              the
                legality, validity or enforceability under the law of any other
                jurisdiction of that or any other provision of this
                Agreement.

            


    

     

    
      	
              20

            	
              Governing
                Law

            


    

     

    
      	
              20.1

            	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the Kingdom of Denmark and disregarding its rules on
                renvoi.

            


    

     

    
      	
              21

            	
              Arbitration

            


    

     

    
      	
              21.1

            	
              Any
                dispute or claim arising out of or in connection with this Agreement,
                or
                the breach, termination or invalidity thereof, shall be settled by
                arbitration in accordance with the Rules of Procedure of The Danish
                Institute of Arbitration (Copenhagen
                Arbitration).

            


    

     

    The
      arbitration tribunal shall be composed of a sole arbitrator.

     

    The
      member of the arbitration tribunal shall be appointed by the
      Institute.

     

    
      
        
        

      

      
        - 37 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    The
      place
      of arbitration shall be Copenhagen.

     

    The
      language of the arbitration shall be English.

     

    —oo0oo—

     

    Signed
      in
      Copenhagen, 9 September 2008 

     

    For
      and
      on behalf of the Seller:

    


    
      	
              /s/
                Søren Manicus

            	 	
              /s/
                Peter Holst-Jensen

            	 
	
              Søren
                Manicus

            	 	
              Peter
                Holst-Jensen

            	 


    

     

    For
      and
      on behalf of the Buyer:

    


    
      	
              /s/
                Kurt Freudenberg

            


    

    Kurt
      Freudenberg, Executive Vice President and Chief Financial Officer

     

    
      
        
        

      

      
        - 38 -

        
          

        

      

      
        
        

      

    

    
       

      GORRISSEN
        FEDERSPIEL
        KIERKEGAARD

       

    

    The
      Shareholders:

     

    We,
      the
      undersigned Shareholders of the Seller, hereby accede to Clauses 8, 10.14,
      20
      and 21 of this Agreement, as primary obligors. We furthermore undertake not
      to
      liquidate the Seller or sell the shares in the Seller for five years from the
      Closing Date, except for Manicus Invest ApS and PHJ Tech ApS may sell the shares
      in the Seller to each other at any time.

     

    
      	
              /s/
                Manicus Invest ApS

            	 	
              /s/
                PHJ Tech ApS 

            
	
              Manicus
                Invest ApS

            	 	
              PHJ
                Tech ApS

            
	 	 	 
	
              /s/
                Søren Manicus

            	 	
              /s/
                Peter Holst-Jensen 

            
	
              Søren
                Manicus

            	 	
              Peter
                Holst-Jensen

            


    

    


    
      
        
        

      

      
        - 39 -