Prepared and filed by St Ives Burrups



	 
	Exhibit 4.2









RIGHTS AGENCY AGREEMENT


RIGHTS AGENCY AGREEMENT dated as of ________, 2003 (this “Agreement”) between Genesys S.A., a société anonyme organized under the laws of France (the “Company”), The Bank of New York, a New York banking corporation (the “ADS Rights Agent).



WHEREAS, the Company is offering up to ______________ ordinary shares in the form of ordinary shares or American Depositary Shares (“ADSs”) in a rights offering (the “Rights Offer”) pursuant to statutory preferential rights under French law to existing holders of its  ordinary shares (the “Share Rights Offer”) and ADSs (the “ADS Rights Offer”);




WHEREAS, in the ADS Rights Offer, the Company will
  grant to existing holders of ADSs issued under the Deposit Agreement dated as
  of February 12, 2001 (the “Deposit Agreement”), among the Company,
  The Bank of New York, as Depositary (the “Depositary”), and all owners
  and beneficial owners from time to time of ADSs issued thereunder, that are
  registered on the books of the Depositary as of the record date (the “Holders”),
  rights (the “ADS Rights”) to purchase additional ADSs (“New ADSs”).
  Each ADS represents one-half of one share, nominal value €1 per share
  (each, a “Share”), of the Company.




WHEREAS, the Company wishes to appoint the ADS Rights Agent as its agent for administration of the ADS Rights Offer and the ADS Rights Agent is willing to accept that appointment.




WHEREAS, the Company has registered the Shares to
  which the ADS Rights relate under the Securities Act of 1933, as amended, and
  will make the ADS Rights Offer to each of the Holders by means of a prospectus
  prepared by the Company (the “Prospectus”), which will be accompanied
  by a certificate evidencing the ADS Rights that includes a subscription form
  and a notice to Holders in the form attached hereto as Exhibit A (the
  “Subscription Form”) containing instructions with respect to the number
  of New ADSs that may be purchased, the method for subscribing for New ADSs and
  the delivery of payment for the New ADSs.




NOW, THEREFORE, in consideration of the premises and mutual agreements contained in this Agreement, the Company and the ADS Rights Agent hereby agree as follows:


 

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ARTICLE I.

  

  APPOINTMENT OF THE ADS RIGHTS AGENT


The Company hereby appoints The Bank of New York as the ADS Rights Agent of the Company in connection with the ADS Rights Offer in accordance with the terms and conditions of this Agreement, and The Bank of New York hereby accepts such appointment  upon the terms and subject to the conditions set forth in this Agreement. 


ARTICLE II.

  

  TERMS OF ADS RIGHTS OFFER



2.1.     The subscription
  period will commence on or about July 10, 2003 (the actual starting date is
  called the “Commencement Date”) and will end at 5:00 p.m., New York
  time on July 18, 2003 unless the Company extends it (the actual ending date
  and time is referred to as the “Expiration Date”). The Commencement
  Date through the Expiration Date will constitute the subscription period (the
  “Subscription Period”). The Company shall notify the ADS Rights Agent
  of the Commencement Date if different from the date set forth above (and in
  the absence of such notice the Rights Agent may assume that the Commencement
  Date is such date) and of any extension of the Expiration Date. 





2.2.     Holders holding
  ADSs as of 5:00 p.m., New York time, on July 9, 2003 (the “Record Date”)
  may purchase New ADSs pursuant to the ADS Rights Offer at a subscription price
  that will be equal to the U.S. dollar equivalent of Euro 1.10 per New ADS (the
  “Subscription Price”). The parties understand that the dollar equivalent
  of the Subscription Price set forth in the Prospectus is an estimate and that
  actual U.S. dollar equivalent will be determined when the ADS Rights Agent converts
  the purchase money into Euro pursuant to Article VI hereof. The parties also
  understand that Holders will be required to deposit with the ADS Rights Agent
  $___ (the “Deposit Amount”) for each New ADS for which they are subscribing
  in respect of their ADS Rights or as to which they are placing an order to purchase
  in excess of their entitlement in respect of their ADS Rights. The Deposit Amount
  is based on the estimated Subscription Price set forth in the Prospectus plus
  five percent of that amount, which is an allowance intended to cover currency
  exchange rate fluctuations and to pay the Depositary’s fee for issuance
  of New ADSs and expenses of the Depositary and the ADS Rights Agent. In lieu
  of delivering fractional ADS Rights, the ADS Rights Agent will aggregate the
  share rights underlying such fractional entitlements and, to the extent practicable,
  will arrange for the sale of such fractional share rights. The net proceeds
  of such sale, if any, will be distributed to the Holders entitled thereto. 




2.3.     The ADS Rights are not transferable by Holders.


 

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ARTICLE III.

  

  DELIVERY OF RIGHTS OFFER MATERIAL


3.1.     On or before the Commencement Date, (a) the Company will deliver to the ADS Rights Agent sufficient copies of the Prospectus, and (b) the ADS Rights Agent shall have printed for its use sufficient copies of (i) the Subscription Form, (ii) Substitute Form  W-9 and (iii) Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9 (the “Guidelines”).



3.2.     Unless otherwise instructed in writing by the Company, on or as soon as practicable after the Record Date, the ADS Rights Agent shall send by first class mail or, if so instructed by the Company, by overnight courier, to each Holder as of the Record Date: (i) a  Prospectus, (ii) a Subscription Form, (iii) a Substitute Form W-9, (iv) the Guidelines and (v) a return envelope addressed to the ADS Rights Agent for use by such Holder (such material, collectively, the “Rights Offer Material”).



3.3.     In the event that the Rights Offer Material is returned to the ADS Rights Agent for any reason and a proper delivery thereof cannot be effected to a Holder, the ADS Rights Agent shall hold such Rights Offer Material and the related Holder’s right to purchase  New ADSs under the ADS Rights Offer will be treated as unexercised. The ADS Rights Agent shall supply the Company with such information as the Company may request with respect to any Rights Offer Material that cannot be delivered to a Holder.



3.4.     In the event that, prior to the Expiration Date, any Holder notifies the ADS Rights Agent that the Rights Offer Material to which such Holder is entitled has not been delivered, or has been lost, stolen or destroyed, the ADS Rights Agent will furnish to such  Holder a copy of the Rights Offer Material. The Company agrees to supply the ADS Rights Agent with sufficient copies of the Prospectus for such purposes.


ARTICLE IV.

  

  ACCEPTANCE OF SUBSCRIPTIONS



4.1.     The ADS Rights Agent
  is hereby authorized and directed to receive subscriptions for New ADSs on behalf
  of the Company throughout the Subscription Period. Holders shall make payment
  to the ADS Rights Agent of the Deposit Amount in U.S. dollars. Such payment
  must be received by the ADS Rights Agent no later than 5:00 p.m., New York time,
  on the Expiration Date. Any funds that the ADS Rights Agent receives during
  the Subscription Period from Holders in respect of payments for New ADSs shall
  be deposited in an account at the ADS Rights Agent that the ADS Rights Agent
  designates solely for such purpose (the “Deposit Account”) and such
  funds shall remain in the Deposit Account until they are distributed in accordance
  with Section 6.2.



 

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As promptly as practicable after the ADS Rights Agent receives each Subscription Form, the ADS Rights Agent shall determine whether the Holder sending such Subscription Form has properly completed and executed such form and has submitted the correct  Deposit Amount for the New ADSs. If such form is not properly completed, is unexecuted or if such Holder did not send the correct Deposit Amount, then the ADS Rights Agent will send a notice to such Holder requesting such Holder to correct its Subscription Form or submit the  proper Deposit Amount, as the case may be. If such Holder does not correct its Subscription Form or submit the proper Deposit Amount, as the case may be, by the Expiration Date, such Holder’s right to purchase New ADSs in the ADS Rights Offer shall be deemed to be unexercised  and the ADS Rights Agent shall promptly refund the amount deposited to such Holder. The ADS Rights Agent will require that payment of the Deposit Amount be in the form of a certified or official bank check, money order or wire transfer.



Notwithstanding the foregoing, without further authorization from the Company, except where otherwise specified or as otherwise notified in writing by the Company prior to the Expiration Date, the following Subscription Forms shall be deemed to be properly  completed:



(a)     any subscription with respect to which a Holder has failed to execute a Subscription Form in the manner provided by the terms thereof, provided that (1) the Holder has indicated on such Subscription Form or by written communication, the manner in which the  Holder wishes to subscribe and (2) proper payment has been made by such Holder;



(b)     any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Holder, provided that (1) the Subscription Form  submitted therewith has been duly executed by the Holder, (2) the Holder is the Holder to which such Subscription Form relates, (3) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank of New York and is otherwise in order,  and (4) there is no evidence actually known to the ADS Rights Agent indicating that such check was delivered to the Holder by the drawer thereof for any purpose other than the payment of the accompanying subscription;



(c)     any subscription by a custodian on behalf of a minor which is accompanied by a check drawn by an individual (and not by a corporation, partnership or fiduciary) other than the Holder, if the provisos set forth in clause (b) above are satisfied; or



(d)     any subscription by an individual (and not by a corporation, partnership or fiduciary) which is accompanied by a check drawn by a corporation, partnership or fiduciary other than the Holder, if the provisos set forth in clause (b) above are satisfied.



4.2.     The ADS Rights Agent is hereby authorized to accept subscriptions for New ADSs on behalf of the Company (i) on the Expiration Date, (ii) after determining the total number of New ADSs that an Holder is entitled to purchase in the ADS Rights Offer,  pursuant to Article VI hereof, and (iii) upon the proper completion and execution of the Subscription Form, in accordance with the terms thereof and hereof. 


 

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4.3.     The ADS Rights Agent is authorized to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any  subscription with respect to which:



(a)     the New ADSs to which the Subscription Form relates are registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such Holder provided that the New ADSs purchased are to be issued in the  name of such Holder;



(b)     the New ADSs to which the Subscription Form relates are registered in the name of a corporation and the Subscription Form has been executed by an officer of such corporation, provided that the New ADSs purchased are to be issued in the name of such  corporation;



(c)     the Subscription Form has been executed by a bank, trust company or broker as agent for the Holder to which such Subscription Form relates, provided that the New ADSs purchased are to be issued in the name of such Holder; or



(d)     the New ADSs to which such Subscription Form relates are registered in the name of a decedent and the Subscription Form has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (i) the New  ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (ii) the check tendered in payment of such subscription is drawn for the proper amount and to the order of The Bank Of New York and is otherwise in order, and (iii) there is no  evidence actually known to the ADS Rights Agent indicating that such person is not the duly authorized representative which such person purports to be.




4.4.     In all cases other
  than those described in Sections 4.3(a) through (d) above, the ADS Rights Agent
  will be required to obtain all necessary proof of authority to sign in connection
  with subscriptions for New ADSs; provided, however, that in the
  event that such proof of authority has not been received on or prior to the
  Expiration Date, the ADS Rights Agent may obtain advice from the Company as
  to whether any such subscriptions may be accepted and the ADS Rights Agent shall
  have no liability whatsoever in the event it acts in good faith in accordance
  with such advice nor shall the ADS Rights Agent be required to accept subscriptions
  for New ADSs in the absence of such proof in the event it does not receive such
  advice from the Company prior to the Expiration Date and shall have no liability
  whatsoever for any such action.



ARTICLE V.

  

  REPORTS BY THE ADS RIGHTS AGENT


5.1.     The ADS Rights Agent will advise the Company by facsimile transmission (a) on the Commencement Date as to the total number of Holders and the total number of ADSs outstanding as of the Record Date; and (b) on each business day during the  Subscription Period as to:


 

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	 	 	          (i)     the total number of subscriptions for New ADSs pursuant to the ADS Rights Offer that the ADS Rights Agent has received (which have been properly completed and executed and for which the correct payment amount was received) and the aggregate number of New ADSs subscribed for;



	 	 	 
	 	 	          (ii)     the aggregate amount of funds received by the ADS Rights Agent in payment of such subscriptions; and 



	 	 	 
	 	 	          (iii)     the total number of Holders which the ADS Rights Agent has notified pursuant to Section 4.1 that their Subscription Form was not properly completed or that the correct Deposit Amount for the New ADSs was not received.




5.2.     Not later than 10:00 a.m. (New York City time) on the first New York banking day following the Expiration Date, the ADS Rights Agent will advise the Company and the Depositary by e-mail or facsimile transmission (the “Subscription Report”) as to:


	 	 	          (i)     the total number of New ADSs subscribed for in the ADS Rights Offer pursuant to the exercise of ADS Rights and the total number of Shares represented thereby;



	 	 	 
	 	 	          (ii)     the total number of unsubscribed ADS rights and the number of share rights represented thereby; and



	 	 	 
	 	 	          (iii)     the aggregate amount of funds received by the ADS Rights Agent in payment of such subscriptions.



ARTICLE VI.

  

  PAYMENTS; SHARE SUBSCRIPTION; REFUNDS



6.1.     As promptly as practicable
  after delivery of the Subscription Report in accordance with Section 5.2, the
  ADS Rights Agent, as agent for the subscribing Holders, (i) shall transfer from
  the Deposit Account to the Depositary the fee required under the Deposit Agreement
  for execution and delivery of American Depositary Receipts evidencing all the
  New ADSs and any applicable expenses of the Depositary, and (ii) shall purchase,
  for settlement on or before the expiration date of the Share Rights Offer (which
  is expected to be 5:00pm, Paris time, on July 23, 2003), an amount of euros
  equal to the subscription price for Shares times the number of Shares to be
  represented by New ADSs for which Holders subscribed (the “Euro Subscription
  Amount”). If the Deposit Amount paid by any subscribing Holder to the ADS
  Rights Agent exceeds the amount required to pay the Holder’s share of the
  Euro Subscription Amount, the



 

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Depositary’s fees and expenses
  and the expenses of the currency conversion, the ADS Rights Agent shall, at
  the time the ADS Rights Agent delivers the New ADSs, remit the excess in U.S.
  dollars (without interest) to the subscribing Holder. If the Deposit Amount
  paid by any subscribing Holder to the ADS Rights Agent is less than the amount
  required to pay Holder’s share of the Euro Subscription Amount, the Depositary’s
  fees and expenses and the expenses of the currency conversion, the ADS Rights
  Agent shall pay the amount of such deficiency on behalf of such Holder. The
  Holder will then be required to pay, upon notice by the ADS Rights Agent to
  such Holder, the amount of such deficiency promptly (including interest and
  expenses) to the ADS Rights Agent, and the ADS Rights Agent need not deliver
  any New ADSs subscribed for by such Holder prior to the receipt by the ADS Rights
  Agent of such payment. If payment of the amount of any deficiency is not received
  from such Holder by the ADS Rights Agent by the later of (i) the fifth business
  day after receipt of the ordinary shares underlying the New ADSs by the Depositary’s
  custodian, as described in Section 7.1 below, and (ii) the fifth business day
  after the ADS Rights Agent gives notice of such deficiency, the ADS Rights Agent
  may sell the New ADSs subscribed for by such Holder at a public or private sale,
  at such place or places and upon such terms as it may deem proper, and the ADS
  Rights Agent may allocate the proceeds of such sales in an amount sufficient
  to cover such deficiency (including interest and expenses). In such event, the
  ADS Rights Agent will then send promptly any remaining New ADSs to such Holder
  together with a check in the amount of excess proceeds, if any, from such sale;
  provided, however, that, if the amount of such excess proceeds
  realized upon the sale of such subscribing Holder’s ADSs is less than $5.00,
  such excess proceeds need not be distributed. The Company shall indemnify the
  ADS Rights Agent, with interest, for any unreimbursed deficiency in subscription
  money, including fees and expenses.



6.2.     The ADS Rights Agent
  shall pay to the Company the Euro Subscription Amount and shall instruct the
  Depositary to subscribe for the total number of Shares to be represented by
  New ADSs for which Holders have subscribed prior to the expiration date of the
  Share Rights Offer. The payment shall be made in same day funds by wire transfer
  in euro to the bank account specified by the Company on Exhibit B hereto.




6.3.     The parties understand that, pursuant to the Deposit Agreement and in accordance with the Subscription Report delivered pursuant to Section 5.2, the Depositary will use reasonable efforts to sell rights to purchase Shares to which it is entitled as the holder of  Deposited Securities (as defined in the Deposit Agreement) but which the ADS Rights Agent does not request it to exercise on behalf of subscribing Holders, and the ADS Rights Agent shall request that the Depositary do so as promptly as practicable after the Expiration Date and remit  the proceeds of such sale to the Holders with respect to which such share rights were sold as promptly as practicable.


ARTICLE VII.

  

  ISSUANCE OF ADRs



7.1.     On or about August
  4, 2003, the Company will deposit the new Shares underlying the New ADSs (the
  “New Shares”) with Société Générale, as
  Custodian under the Deposit Agreement, and will request that the Depositary
  confirm such deposit to the ADS Rights Agent. 



 

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7.2.     When the New Shares to be represented by the New ADSs have been deposited, the ADS Rights Agent shall forward to the Depositary the registration instructions contained in the Subscription Forms delivered by subscribing Holders and shall instruct the  Depositary to send New ADSs issuable in respect of those Shares registered in accordance with those instructions to the ADS Rights Agent and the ADS Rights Agent shall deliver those New ADSs in accordance with those instructions, subject to the provisions of Section 6.1.


ARTICLE VIII.

  

  LIMITATIONS OF DUTIES


8.1.     The ADS Rights Agent shall have no duties or obligations nor shall it be subject to any liability under this Agreement or the transactions contemplated by this Agreement, except that it shall perform its duties specifically set forth in this Agreement without  gross negligence or willful misconduct, and no implied duties or obligations shall be read into this Agreement against the ADS Rights Agent.



8.2.     The ADS Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any New Shares,  Subscription Form or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents.



8.3.     The ADS Rights Agent shall not be obligated to take any legal action hereunder on behalf of any Holder or any other person.



8.4.     The ADS Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement, the Subscription Form or any other Rights Offer Materials or be required to verify the same; and may rely upon and comply with,  and shall not have any liability for relying upon and complying with, any Subscription Form or other Rights Offer Material, certificate, instrument, opinion of counsel, notice, letter, telegram, records, or other document or security delivered to it in connection with this Agreement.



8.5.     The ADS Rights Agent may consult with legal counsel for the Company or its own counsel (which may be in-house counsel) and rely upon any opinion of such counsel, and shall have no liability in respect of any action taken, omitted or suffered by the ADS  Rights Agent hereunder in reliance upon, and in accordance with, any such opinion.



8.6.     The ADS Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company, and to apply to the Company for advice or instructions in connection with its duties, and it shall not be  liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of the Company or for any delay in acting while waiting for those instructions. Any application by the ADS Rights Agent for written instructions from the Company may, at the option of  the ADS Rights


 

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Agent, set forth in writing any action proposed to be taken or omitted by the ADS Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The ADS Rights Agent shall not be liable for any action taken by, or  omission of, the ADS Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three business days after the date the executive officer of the Company actually receives such application,  unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the ADS Rights Agent shall have received written instructions in response to such application specifying the action to be taken  or omitted.


8.7.     The ADS Rights Agent shall escheat any property held by the ADS Rights Agent in accordance with applicable law.



8.8.     In no event will the ADS Rights Agent be liable to any person (a) for any special, consequential or punitive damages; or (b) if, by reason of:


	 	 	          (i)     any law or regulation of any state or country or of any governmental or regulatory authority or stock exchange; or



	 	 	 
	 	 	          (ii)     any circumstances beyond its control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services;



it is delayed or prevented from, or would be subject to any civil or criminal liability if it did and therefore does not do, any thing that this Agreement otherwise requires it to do.


8.9.     The ADS Rights Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Rights Agent shall not be responsible for any misconduct or negligence on the  part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed with due care by it hereunder. 


ARTICLE IX.

  

  COMPENSATION; PAYMENT OF EXPENSES; INDEMNIFICATION


9.1.     In consideration for the services rendered under this Agreement, the Company agrees to pay to the ADS Rights Agent the fees agreed upon in writing by the Company and the ADS Rights Agent from time to time, and the Company agrees to pay to the ADS  Rights Agent, on demand of the ADS Rights Agent, its actual out of pocket expenses, including, without limitation, fees and expenses of counsel, incurred in the preparation and execution of this Agreement and performance of the ADS Rights Agent’s duties under this Agreement.


 

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9.2.     The Company shall
  be liable for and shall indemnify and hold harmless the ADS Rights Agent, its
  directors, employees, agents and affiliates from and against any and all claims,
  losses, liabilities, damages, expenses or judgments (including attorneys’
  fees and expenses) (collectively referred to herein as “Losses”) howsoever
  arising from or in connection with this Agreement or the performance of the
  ADS Rights Agent’s duties hereunder, the enforcement of this Agreement
  and disputes between the parties hereto; provided, however, that
  nothing contained herein shall require that the ADS Rights Agent be indemnified
  for Losses arising from the gross negligence or willful misconduct of the ADS
  Rights Agent. 




9.3.     No provision of this Agreement, other than Section 6.1, shall require the ADS Rights Agent to expend or risk the ADS Rights Agent’s own funds or otherwise incur any financial liability in the performance of any of the ADS Rights Agent’s duties hereunder or  in the exercise of the ADS Rights Agent’s rights.


ARTICLE X.

  

  TERMINATION OF AGENCY


Unless terminated earlier by the parties hereto, this Agreement shall terminate upon the later of the date the ADS Rights Agent has fully performed its obligations under this Agreement and sixty (60) days after delivery of the New ADSs by the Depositary (the “Termination  Date”). On the business day following the Termination Date, the ADS Rights Agent shall deliver to the Company any Rights Offer entitlements, if any, held by the ADS Rights Agent under this Agreement. The ADS Rights Agent’s rights under Sections 9.1 and 9.2 shall survive the  termination of this Agreement.


ARTICLE XI.

  

  MISCELLANEOUS



11.1.     Notices.
  All reports, notices and other communications required or permitted to be given
  hereunder to the parties hereto shall be addressed to the following on behalf
  of the respective parties hereto and delivered by overnight courier or by facsimile
  as follows or to such other address as may be specified in writing form time
  to time:




To the Company:


	 	 	Genesys S.A.
954-980, avenue Jean Mermoz
34000 Montpellier, France
Attn: Marie Capela
Fax: +33 4 99 13 25 31
E-mail: marie.capela-laborde@genesys.com



 

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To the ADS Rights Agent:


	 	 	The Bank of New York
Reorganization Administration
101 Barclay Street - 12W
New York, NY 10286
Attn: Dorothy Huttner
E-mail: dhuttner@bankofny.com





11.2.     Assignment.
  Neither the ADS Rights Agent nor the Company shall assign this Agreement
  without first obtaining the written consent of the other party hereto.





11.3.     Headings.
  The Article and Section headings contained herein are for convenience and
  reference only and are not intended to define or limit the scope of any provision
  of this Agreement.





11.4.     Entire Agreement;
  Amendment. This Agreement shall constitute the entire agreement of the
  parties with respect to the subject matter and supersedes all prior oral or
  written agreements in regard thereto. References to any other document or agreement
  shall not incorporate by reference such other document or agreement into this
  Agreement and shall not impose any duties or responsibilities, obligations or
  liabilities on the ADS Rights Agent under such other document or agreement.
  Except as otherwise specifically provided herein, this Agreement may be amended
  only by an instrument in writing duly executed by both parties hereto.





11.5.     Governing
  Law; Jurisdiction; Certain Waivers.




(a)     This Agreement shall be interpreted and construed in accordance with the internal substantive laws (and not the choice of law rules) of the State of New York. All actions and proceedings brought by the ADS Rights Agent relating to or arising from, directly or  indirectly, this Agreement may be litigated in courts located within the State of New York. The Company hereby submits to the personal jurisdiction of such courts; hereby waives personal service of process and consents that any such service of process may be made by certified or  registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder; and hereby waives the right to a trial by jury in any action or proceeding with the ADS Rights Agent. All actions and proceedings brought by the Company against the  ADS Rights Agent relating to or arising from, directly or indirectly, this Agreement shall be litigated only in courts located within the State of New York.



(b)     The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any


 

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provision is held to be unenforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effect.



11.6.     Rights and
  Remedies. The rights and remedies conferred upon the parties hereto
  shall be cumulative, and the exercise or waiver of any such right or remedy
  shall not preclude or inhibit the exercise of any additional rights or remedies.
  The waiver of any right or remedy hereunder shall not preclude or inhibit the
  subsequent exercise of such right or remedy.





11.7.     Representations
  and Warranties of the Company. The Company hereby represents, warrants
  and covenants that:




(a)     The Company is a corporation duly organized and validly existing under the laws of the Republic of France.



(b)     This Agreement has been duly authorized, executed and delivered on its behalf and constitutes the legal, valid and binding obligation of the Company. 



(c)     The execution, delivery and performance of this Agreement by the Company does not and will not violate any applicable law or regulation and does not require the consent of any governmental or other regulatory body except for such consents and approvals as  have been obtained and are in full force and effect. For the avoidance of doubt, all New Shares and New ADSs to be issued and delivered hereunder have been registered with the Securities and Exchange Commission and all transactions contemplated by this Agreement are in  compliance with, and not in violation of, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.




11.8.     Counterparts.
  This Agreement may be executed in any number of counterparts, each of which
  shall be deemed an original, but all of which together shall constitute one
  and the same instrument.



 

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IN WITNESS WHEREOF, GENESYS S.A. and THE BANK OF NEW YORK have executed this Agreement as of the date first set forth above. 


	 	
GENESYS S.A.

        

        By: ____________________

        

        THE BANK OF NEW YORK,

        as ADS Rights Agent

        

        By: ____________________



 

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Exhibit A

  

  Subscription Form

See attached.

 

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Exhibit B

  

  Wire Transfer Instructions

 

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