**Exhibit 10.28**

**AMENDMENT TO SHARE PURCHASE AND CALL OPTION AGREEMENT**

*Between*

Mr. Yves Guillemain d’Echon

Mr. Jean-Christophe Bodin

Mrs. Catherine Guillemaind’Echon

Mr. Florent Guillemain d’Echon

Mr. Alban Guillemain d’Echon

Mr. Tristan Guillemain d’Echon

Mr. Jean Guillemain d’Echon

Mrs. Katia Bodin

Miss. Fabienne Gairin

Miss. Isabelle Viroulet

Miss. Aurélie Blanchard

Mr. Didier Pinget

Mr. Eric Tourraud

Mr. PhilippeMaréchal

*(ThePurchasers and Grantors)*

and

Conceptus Inc.

*(TheSeller and Beneficiary)*

February 27, 2007

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**TABLEOF CONTENTS**
| **1**      | ** ** | **DEFINITIONS**                     | ** ** | **4**      |
|------------|------------|-------------------------------------|------------|------------|
| ** ** | ** ** | ** **                          | ** ** | ** ** |
| **2**      | ** ** | **EXERCISE OF CALL OPTION**         | ** ** | **4**      |
| ** ** | ** ** | ** **                          | ** ** | ** ** |
| **3**      | ** ** | **DEFINITION OF OPTION PERIODS**    | ** ** | **4**      |
| ** ** | ** ** | ** **                          | ** ** | ** ** |
| **4**      | ** ** | **CONDITIONS PRECEDENT**            | ** ** | **5**      |
| ** ** | ** ** | ** **                          | ** ** | ** ** |
| **5**      | ** ** | **CONFIRMATION OF THE CALL OPTION** | ** ** | **6**      |
| ** ** | ** ** | ** **                          | ** ** | ** ** |
| **6**      | ** ** | **INDEMNITY AND ESCROW**            | ** ** | **6**      |
| ** ** | ** ** | ** **                          | ** ** | ** ** |
| **7**      | ** ** | **PRICE ADJUSTMENT**                | ** ** | **7**      |
| ** ** | ** ** | ** **                          | ** ** | ** ** |
| **8**      | ** ** | **TRANSFER — OWNERSHIP**       | ** ** | **8**      |
| ** ** | ** ** | ** **                          | ** ** | ** ** |
| **9**      | ** ** | **GENERAL**                         | ** ** | **8**      |

** **

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**AMENDMENTTO SHARE PURCHASE AND CALL OPTION AGREEMENT**

This amendment (“**Amendment**”) to the Share Purchase and Call Option Agreementdated January 17, 2004 is entered into on February 27, 2007 (“**Amendment Effective Date**”),

**BETWEEN:**

**1.****                                               ConceptusInc.**, a company organized under the laws of the State of Delaware, theregistered office of which is at 331 E. Evelyn Street, Mountain View,California, United States of America, represented by Mark Siezckarek in hiscapacity of President and Chief Executive Officer, duly authorized for thepurpose hereof,

(hereinafterreferred to as the “**Seller**” or the“**Beneficiary**”),

**AND**:

**2.****                                              **Mr.Yves Guillemain d’Echon, born on July 30, 1956, at Nevers, France, Frenchcitizen, living at 3, rue Jacques Lemercier 78000 Versailles, married under the*communauté réduite aux acquêts*regime**,**

**3.**                                               Mr.Jean-Christophe Bodin, born on February 25, 1957, at Neuilly sur Seine, Frenchcitizen, living at 3, rue Charles Gounod 94440 Santeny, married under the *séparation des biens* regime,

(the parties 2 and 3 are acting jointly and severallyand hereinafter referred to as the “**Managers**”),

**4.****                                              **Mrs.Catherine Guillemain d’Echon, née Johanet, born on June 22, 1958, at Donzy, Frenchcitizen, living at 3, rue Jacques Lemercier 78000 Versailles, married under the*communauté réduite aux acquêts*regime,

**5.****                                              **Mr.Florent Guillemain d’Echon, born on February 28, 1982, at Lyon, France, Frenchcitizen, living at 3, rue Jacques Lemercier 78000 Versailles, single,

**6.****                                              **Mr.Alban Guillemain d’Echon, born on August 5, 1983, at Lyon, France, Frenchcitizen, living at 3, rue Jacques Lemercier 78000 Versailles, single,

**7.****                                              **Mr.Tristan Guillemain d’Echon, born on August 15, 1985, at Cosnes-Cours sur Loire,France, French citizen, living at 3, rue Jacques Lemercier 78000 Versailles,single,

**8.****                                              **Mr.Jean Guillemain d’Echon, born on September 10, 1981, at Clermont Ferrand,France, French citizen, living at 36 avenue de Villeneuve l’Etang, MaisonPrincipal-rez de jardin 78000 Versailles, single,

**9.****                                              **Mrs.Katia Bodin, née Agostini, born on August 30, 1966, at Metz, France, Frenchcitizen, living at 3, rue Charles Gounod 94440 Santeny, married under the *séparation des biens* regime,

**10.****                                       **Miss.Fabienne Gairin, born on September 20, 1957, at Lorient, France, Frenchcitizen, living atLe clos de la chaine, 9, rue Charjes d’Orléans 78570 Plaisir,divorced,

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**11.****                                       **Miss.Isabelle Viroulet, born on July 7, 1973, at Saint Ouen, France, French citizen,living at 3, Cité de l’Alma, 75007 Paris, single,

**12.****                                       **Miss.Aurélie Blanchard, born on July 4, 1982, at Agen, France, French citizen,living at7, rue Auguste Renoir, 78390 Bois d’Arcy, single,

**13.**                                        Mr.Didier Pinget, born on November 28, 1961, at Sainte Foy le Lyon, French citizen,living at 9 Boulevard des Brotteaux 69006 Lyon, married under the *séparation des biens* regime,

**14.****                                       **Mr.Eric Tourraud, born on June 5, 1954, at Paris, France, French citizen, livingat12, rue des Troubadours, 66350 Toulouges, divorced,

**15.**                                           Mr. PhilippeMaréchal, born on April 24, 1962, at Juvisy, French citizen, living at 12,avenue de Verdun 78170 La Celle Saint Cloud, married under the *séparation des biens* regime,

(the parties 4 to15 are acting jointly and severally and are hereinafter referred to as the “**Managers Partners**”),

The Managers and ManagersPartners acting jointly and severally and are hereinafter referred tocollectively as the “**Purchasers**”or the “**Grantors**,” and

**16.****                                        ConceptusSAS**, a company organized under the laws of France, the registered office ofwhich is at 7/9 rue du Maréchal Foch, registered at the Versailles registerunder the number 440 204 964, represented by Mr. Yves Guillemain d’Echon in hiscapacity of *Président*, dulyauthorized.

(hereinafterreferred to as the “**Company**”),

The Seller/Beneficiary,the Purchasers/Grantors, and the Company are hereinafter referred toindividually as a “**Party**” andcollectively as the “**Parties**.”

**RECITALS:**

**(A)**                                        The Partieshave entered into a Share Purchase and Call Option Agreement dated January 17,2004 (“**Agreement**”) pursuant to which thePurchasers acquired 100% of the shares in the Company from the Beneficiary andthe Beneficiary sold such shares to the Purchasers.

**(B)**                                        The Agreementgrants the Beneficiary an option to purchase the issued and outstanding sharesof the Company during specified periods for the purchase price specified in theAgreement.

**(C)**                                        The Partiesdesire to amend the Agreement such that, subject to the terms and conditions ofthis Amendment, the Beneficiary shall be obligated to exercise the option topurchase the issued and outstanding shares in the Company on or before January2, 2009 or in connection with a Change in Control.

**(D)**                                        The Parties areentering into an amendment of even date herewith to the Distribution Agreementdated January 17, 2004 between the Beneficiary and the Company (“**Distribution Agreement Amendment**”) pursuant to which theprice paid by Company for

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products provided by the Beneficiary and the minimumpurchase requirements under the Distribution Agreement after the AmendmentEffective Date shall be adjusted.

**NOW,THEREFORE**, the Parties agree as follows:

# **1**                             **DEFINITIONS**

All terms with initial capital letters that are notdefined immediately below or elsewhere in this Amendment shall have themeanings given them in the Agreement. For the purpose of this Amendment:

| ***Change in  Control***      |   | means a transaction pursuant to which an entity  becomes the beneficial  owner of securities of the Beneficiary representing 50.1% or more of the  total voting power represented by the Beneficiary’s then outstanding  voting securities. |
|-------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ***Distribution  Agreement*** |   | means the Distribution Agreement attached as  Schedule 4.1 to the  Agreement, as amended by the Distribution Agreement Amendment,  and as further amended from time to time after the date hereof.                                               |

 

Any reference to the term “change of control” (without any capitalletters) contained in the Agreement is hereby replaced by the terms “Change inControl.”

# **2**                             **EXERCISE OFCALL OPTION**

The Beneficiary agrees, subject to the satisfaction ofthe conditions precedent set out in Section 4.1 below, to exercise the CallOption in accordance with the Agreement by providing a Notice of Interest toGrantors’ and Managers’ Agent on or before the earlier of (i) January 2, 2009and (ii) 120 days after the closing date of a Change in Control, but only ifsuch closing date occurs on or after January 1, 2008.  The Beneficiary further agrees that it willnot exercise the Call Option in accordance with the Agreement at any time priorto January 1, 2008.  The Beneficiary willuse good faith efforts to notify the Grantors’ and Managers’ Agent of itsintent to exercise the Call Option 60 days prior to the date it intends toprovide the Notice of Interest.

# **3****                             DEFINITIONOF OPTION PERIODS**

## 3.1                       Section7.1.1(2) of the Agreement is hereby deleted in its entirety and replaced withthe following:

“Starting as from the earlier of (i) the date the Audited FinancialStatements for the Fiscal Year 2006 are notified by the Grantors’ and Managers’Agent to the Beneficiary and (ii) July 31, 2007, and continuing until thebeginning of Option Period 2 (“**Option Period 1**”);”

## 3.2                       Section7.1.1(3) of the Agreement is hereby deleted in its entirety and replaced withthe following:

“Starting as from the earlier of (i) the date the Audited FinancialStatements for the Fiscal Year 2007 are notified by the Grantors’ and Managers’Agent to the Beneficiary and (ii) July 31, 2008, and continuing until thebeginning of Option Period 3 (“**Option Period 2**”);”

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# **4****                             CONDITIONSPRECEDENT**

## 4.1                       The obligation of theBeneficiary to exercise the Call Option as set out in Section 2 above andacquire the Option Shares is subject to the satisfaction of all of thefollowing conditions precedent at all times between the date of the Notice ofInterest and the Transfer of the Option Shares Date:

### 4.1.1                        there is no event,circumstance, condition, fact, effect, or other matter (including any matterslisted on the Disclosure Schedule) that would, alone or in combination withother matters, cause any of the representations and warranties set forth inSection 7.5 of the Agreement to be inaccurate or untrue;

### 4.1.2                        neither the Grantors nor theCompany is in breach of the Agreement or the Distribution Agreement;

### 4.1.3                        the aggregate of (i) theCompany’s liabilities and (ii) the profits made by the Company during theperiod beginning on January 1, 2007 and ending on the Transfer of the OptionShares Date, as determined in accordance with the Accounting Principles, (saidaggregate amount being referred to as the “**Company’sAdjusted Liabilities**”) do not exceed the Company’s assets asdetermined in accordance with the Accounting Principles, and the Company’sAdjusted Liabilities would not exceed the Company’s assets as determined inaccordance with the Accounting Principles immediately after the Transfer of theOption Shares Date;

### 4.1.4                        the Company shall havepurchased from the Beneficiary (i) at least 17,500 units of Conceptus Products(meaning Essure kits containing two products) in calendar year 2007 and (ii) atleast 5,685 units of Conceptus Products in each full calendar quarter that haselapsed in 2008 prior to the Transfer of the Option Shares Date (provided thatif a full calendar quarter has not elapsed in 2008 at the time of the Notice ofInterest, the condition precedent described in clause (ii) shall not apply);

### 4.1.5                        thereimbursement rate for the Essure procedure established by the Frenchgovernment is, together with theapplicable value-added tax, equal to or greater than €628.90;

### 4.1.6                        no event, circumstance, condition, fact, effect, or other matterexists that, alone or in combination with other matters, Materially AdverselyAffects one or all of the Companies or that has or is reasonably likely to havea material adverse effect on the business, assets, condition (financial orotherwise), prospects, results or operations of the Beneficiary;

### 4.1.7                        the distribution agreementsprovided by the Company to the Beneficiary as of the Amendment Effective Date (“**Distributor Agreements**”) are: (i) completeand accurate copies of all of the Company’s agreements pursuant to whichConceptus Products are sold or distributed on behalf of the Company as of theAmendment Effective Date; and (ii) in effect as of the Transfer of the OptionsShares Date with prices for Conceptus Products and minimum purchaserequirements equal to or greater than those contained in the DistributorAgreements as of the Amendment Effective Date;

### 4.1.8                        except as approved by theBeneficiary in writing: (i) all distribution, reseller or similar agreementswith respect to the sale or distribution of Conceptus Products entered intoafter the Amendment Effective Date (A) contain terms substantially similar tothe Company’s form of distributor agreement provided by the Company to theBeneficiary prior to the Amendment Effective Date, (B) do not have terms thatextend beyond 2014, (C) specify that the price paid by the distributor forConceptus Products is equal to or greater than €350, and (C) have minimum annual purchase requirements consistent withthe minimum purchase requirements in other Company distributor agreementsentered into in the

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### Ordinary Course of Business; and (ii) all sales of Conceptus Products by Company pursuantto the Distributor Agreements, the agreements described in clause (i) above, orotherwise have been in the Ordinary Course of Business;

### 4.1.9                        the Company has been and is incompliance with all Laws;

### 4.1.10                  since the Amendment Effective Date,there has been no change in Law that Materially Adversely Affects thedistribution or sale of Conceptus Products in any country in the Territory,including the provision of Conceptus Products to the Company by theBeneficiary;

### 4.1.11                  the Company has not granted or agreedto grant: (i) any compensation or other benefit that would become due at anytime as a result of the Transfer of the Option Shares; or (ii) since theAmendment Effective Date, increases in compensation payable to Companyemployees that would cause the aggregate compensation of Company employees toincrease by more than 10% on an annual basis from the aggregate compensationamount of €792,311 measured fromthe time of the Amendment Effective Date;

### 4.1.12                  the Grantors and the Beneficiary haveexecuted the Escrow Agreement (as defined in Section 6 below) prior to theTransfer of the Option Shares Date; and

### 4.1.13                  Mr. Yves Guillemain d’Echon and Mr.Jean-Christophe Bodin are the Managers and are actively involved in theoperation of the Company.

# **5****                             CONFIRMATIONOF THE CALL OPTION**

## 5.1                       Section 7.1.4 of the Agreementis hereby deleted in its entirety and replaced with the following:

## “Within thirty(30) days of the end of the Due Diligence Period, and provided (i) theBeneficiary has received the Disclosure Schedule and the Due DiligenceDisclosure, (ii) all of the conditions precedent set forth in Section 4.1 ofthe Amendment have been satisfied at all times between the date of the Noticeof Interest and the Transfer of the Option Shares Date, and (iii) the Grantorsor Company are not in breach the Agreement or the Distribution Agreement, theBeneficiary will confirm the exercise of the Call Option by written notice bythe Beneficiary to the Grantors’ and Managers’ Agent (the “**Confirmation of the Call Option**”).  Absent any such confirmation for the reasonsspecified in clauses (i) through (iii) above, the Beneficiary shall be deemednot to have exercised the Call Option and will be under no obligation topurchase the Option Shares (unless it exercises the Call Option again inaccordance with Article 7.1.1 et seq.). In addition, if the Beneficiary does not exercise the Call Option forthe reasons specified in clauses (i) through (iii) above, or if at any time theGrantors or Company breach the Agreement or the Distribution Agreement, theAmendment and all rights and obligations thereunder shall automaticallyterminate.”

# **6****                             INDEMNITYAND ESCROW**

## 6.1                       In Section 8 of the Agreement(excluding subsections 1 through 4 of Section 8.1), the term “Managers” ishereby deleted and replaced in each instance with the term “Grantors.”

## 6.2                       Section 8.1(4) of the Agreementis hereby deleted in its entirety and replaced with the following:

## “any Taxesreassessment incurred by the Companies based on any facts or events havingarisen on or prior to the Transfer of the Option Shares, regardless of whethersuch facts or events were disclosed on the Disclosure Schedule or in the DueDiligence Disclosure, but excluding any such reassessment resulting from theadjustment of the purchase price for Conceptus Products specified in theDistribution Agreement Amendment;”

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## 6.3                       A new Section 8.7 is added tothe Agreement which reads as follows:

## Promptly afterthe Transfer of the Option Shares Date the Beneficiary shall deposit 11% of theOption Purchase Price (in lieu of payment of such amount to the Grantors) withan escrow agent located in the United States (provided that the agent is anoffice of a French bank located in the United States) selected by theBeneficiary and reasonably acceptable to the Managers (the “**Escrow Agent**”), such deposit, together withany interest that may be earned thereon, shall constitute the escrow funds (the“**Escrow Funds**”).  The Escrow Funds shall be held by the EscrowAgent and be available until the first anniversary of the Transfer of theOption Shares Date (the “**Escrow Period**”)to compensate the Indemnified Parties for indemnifiable Losses arising from Claimssubmitted by the Beneficiary pursuant to this Article 8.  During the period between the Notice ofInterest and the Transfer of the Option Shares Date, the Beneficiary and theGrantors shall enter into and agreement with the Escrow Agent (the “**Escrow Agreement**”) containing terms thataddress: (i) procedures for the release of Escrow Funds to the IndemnifiedParties in response to Claims, including a provision, consistent with Section8.3, that the Escrow Agent shall pay any Losses specified in a Claim in theabsence of a written objection by the Managers within 30 days after theirreceipt of the applicable Claim Notice; (ii) the handling and investment of theEscrow Funds during the Escrow Period; (iii) the disbursement of the remainingEscrow Funds to the Grantors at the end of the Escrow Period (subject to anypending Claims); and (iv) other reasonable and customary terms for such escrowagreements.  During the Escrow Period,the Beneficiary shall notify the Escrow Agent and the Managers simultaneouslyof any Claim. For clarity, the procedures specified in this Section 8.7 and theamount of the Escrow Funds do not constitute the Beneficiary’s exclusive remedywith respect to Claims or other liabilities arising from or related to thisAgreement, and, subject to the limitations set forth in Section 8.2, theBeneficiary may seek all other remedies available at law or equity with respectto Claims or such other liabilities.

# **7****                             PRICEADJUSTMENT**

## 7.1                       As an additional considerationfor the Option Shares, the Beneficiary agrees to pay the Grantors, subject tothe terms and conditions of this Article 8, an amount (the “**Earn Out**”) which shall be equal to:

### 7.1.1                        the profits made by the Companyduring the period beginning on January 1, 2007 and ending on the Transfer ofthe Option Shares Date (the “**Interim Period**”),which profits shall be calculated in conformity with article L. 232-12 of theFrench Commercial Code, taking into account, in the Ordinary Course ofBusiness, (i) allowances for the necessary depreciation and provisions (*constitution des amortissements et provisions*) and (ii)amounts to be allocated to the statutory reserves (*réserveslégales*) or to any other reserve set forth by the by-laws of theCompany (*réserves statutaires*), provided howeverthat the existing retained profits (*report à nouveaubénéficiaire*) or loss carry-forward (*pertesantérieures*) shall not be taken into account for the purposes ofcalculating the Earn Out.

### 7.1.2                        less any dividends distributedby the Company after January 1, 2007, other than the distribution to be made in2007 and pertaining to the profits for fiscal year 2006.

## 7.2                       For the avoidance of doubt, theEarn Out will not include any profits made before January 1, 2007 and in theevent the Company would have made no profits during the Interim Period, thenthe amount of the Earn Out shall be equal to zero and no Earn Out shall bepaid.

## 7.3                       In order to be able to calculatethe Earn Out, the Grantors will draw up the balance sheet (*bilan*) of the Company as of the closing ofthe Interim Period and the profit and loss accounts for the Interim Period(together the “**Interim Financial Statements**”),as soon as possible after the end of the Interim Period. The Grantors shallprovide a draft of the Interim Financial Statements to the Beneficiary togetherwith the proposed amount of the Earn Out calculated as set forth above.

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## The Beneficiary shall notify the Grantors within thirty (30) days ofreceipt of the draft Interim Financial Statements whether or not it agrees onthe draft Interim Financial Statements prepared by the Grantors and on thecalculation of the Earn Out made by the Grantors.  If the Beneficiary notifies the Grantors itsdisagreement on the draft Interim Financial Statements and/or on thecalculation of the Earn Out (the “**Notice ofNon-Acceptance**”), then the Earn Out shall be calculated by theExpert as set out in Schedule A.

## 7.4                       Within ten (10) days after finaldetermination of the Interim Finance Statements and final calculation of theEarn Out, either by mutual consent of the Beneficiary and the Grantors or bythe Expert, the Earn Out will be paid to the Grantors by check or banktransfer. The Earn Out shall be paid to the Grantors prorata the number ofOption Shares sold by each of them.

# **8****                             TRANSFER—OWNERSHIP**

## 8.1                       In the seventh paragraph ofArticle 7.3 of the Agreement, the clause “Notwithstanding Article 7.2.2 hereabove” is deleted in its entirety and replaced by “Notwithstanding Article7.2.3 here above.”

# **9****                             GENERAL**

## 9.1                       This Amendment shall beeffective upon the Amendment Effective Date, whereupon the Agreement shall be,and hereby is, amended as set forth herein; provided that this Amendment shallnot be effective, and the Parties shall have no obligations under this Amendment,unless and until the Distribution Agreement Amendment is executed by theCompany and the Beneficiary.

## 9.2                       On and after the AmendmentEffective Date, each reference in the Agreement to “this Agreement,” “hereunder,”“hereof,” “herein” or words of like import shall mean and be a reference to theAgreement as amended hereby.

## 9.3                       Except as expressly amended bythis Amendment, the Agreement shall remain in full force and effect.

## 9.4                       This Amendment may be executedin one or more counterparts, each of which shall be deemed to be an original,but all of which together shall constitute a single instrument.

## [*The nextpage is the signature page*.]

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## **IN WITNESS WHEREOF**,the Parties have caused this Amendment to be signed by a person duly authorizedas of the Amendment Effective Date.

| /s/ Yves Guillemain D’Echon                                                                                                                                                                                                |   | /s/ Mark Siezckarek                          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------|
| Mr. Yves GUILLEMAIN D’ECHON                                                                                                                                                                                                |   | CONCEPTUS Inc.                               |
|                                                                                                                                                                                                                            |   | By: Mr. Mark SIEZCKAREK                      |
| Pursuant to Article 1415 of the French Civil  Code, the undersigned Mrs Catherine  Guillemain d’Echo hereby expressly accepts  all the undertakings made by Mr. Yves  Guillemain d’Echon pursuant to this  Agreement. |   | Title: President and Chief Executive Officer |
|                                                                                                                                                                                                                            |   |                                         |
| /s/ Catherine Guillemain D’Echon                                                                                                                                                                                           |   |                                         |
| Mrs Catherine GUILLEMAIN D’ECHON                                                                                                                                                                                           |   |                                         |

 
| /s/ Jean-Christophe Bodin |   | /s/ Yves Guillemain D’Echon     |
|---------------------------|--------|--------------------------------------|
| Mr. Jean-Christophe BODIN |   | CONCEPTUS SAS                        |
|                      |   | By: Mr. Yves GUILLEMAIN D’ECHON |
|                      |   | Title: President                     |

 
| /s/ Catherine Guillemain D’Echon |   | /s/ Florent Guillemain D’Echon |
|---------------------------------------|--------|-------------------------------------|
| Mrs Catherine GUILLEMAIN D’ECHON |   | Mr. Florent GUILLEMAIN D’ECHON |

 
| /s/ Alban Guillemain D’Echon |   | /s/ Tristan Guillemain D’Echon |
|-----------------------------------|--------|-------------------------------------|
| Mr. Alban GUILLEMAIN D’ECHON |   | Mr. Tristan GUILLEMAIN D’ECHON |

 
| /s/ Jean Guillemain D’Echon |   | /s/ Katia Bodin  |
|----------------------------------|--------|------------------|
| Mr. Jean GUILLEMAIN D’ECHON |   | Mrs. Katia BODIN |

 
| /s/ Fabienne Gairin   |   | /s/ Isabelle Viroulet  |
|-----------------------|--------|------------------------|
| Miss. Fabienne GAIRIN |   | Miss Isabelle VIROULET |

 
| /s/ Aurélie Blanchard  |   | /s/ Didier Pinget |
|-----------------------------|--------|-------------------|
| Miss Aurélie Blanchard |   | Mr. Didier PINGET |

 
| /s/ Eric Tourraud |   | /s/ Philippe Marechal |
|-------------------|--------|-----------------------|
| Mr. Eric TOURRAUD |   | Mr. Philippe MARECHAL |

 

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**ScheduleA**

1.                           Shouldthe Beneficiary disagree with the draft Interim Financial Statements preparedby the Grantors, then the Beneficiary and the Grantors shall discuss in goodfaith the objections of the Beneficiary on those items of the draft InterimFinancial Statements and/or the calculation of the Earn Out on which theydisagree (the “**Disputed Items**”) and shall usetheir reasonable endeavors to reach an agreement on such Disputed Items, withinten (10) days of the Notice of Non-Acceptance (or any other date as theBeneficiary and the Grantors may agree in writing).

2.                           Ifthe Grantors and the Beneficiary do not reach an agreement on the draft InterimFinancial Statements and/or on the calculation of the Earn Out within theperiod referred to in paragraph 1 above, then the Disputed Items (and onlythose) shall be referred, on the application of either the Beneficiary or theGrantors, for determination to an expert chosen by the Beneficiary and theGrantors (said expert or any successor thereof, the “**Expert**”).  Failing an agreement among the Beneficiaryand the Grantors on such designation within twenty (20)  days of theNotice of Non Acceptance, any of them may request the President of theCommercial Court of Paris ruling under summary proceedings (*statuant en référé*) to appoint an independent firm ofinternationally recognized chartered accountants, each of the Beneficiary andthe Grantors having the opportunity to be heard.  If the initial Expert (or any of itssuccessor(s) appointed in accordance with the procedure set out hereafter) refuses,or is unable to carry out its mission hereunder then its successor shall beappointed as set forth in this paragraph 2.

3.                           Followingappointment of the Expert, the Beneficiary and the Grantors shall each promptly(and in any event within such time frame as reasonably enables the Expert tomake its decision in accordance with the period set forth in paragraph 5 belowprepare and deliver to the Expert a written statement on the Disputed Items(together with the relevant documents including the Draft Interim FinancialStatements and the calculation of the Earn Out).  The Beneficiary and the Grantors agree topromptly provide each other and where applicable, the Expert, with allinformation in their respective possession or control relating to the operationsof the Company, including access at all reasonable times to all employees,books, records and files, and other relevant information and all co-operationand assistance, as may be reasonably required to enable the production of andthe review of the draft Interim Financial Statements.

4.                           Themission of the Expert shall be limited to the review and resolution of theDisputed Items based solely upon the elements presented by the Parties and notby independent review. The Expert shall act as pursuant to the provisions ofClause 1592 of the French Civil Code and its decision shall be final andbinding on the Parties (absent any gross mistake) and shall not be subject toany recourse before a court or arbitration tribunal except as necessary toenforce such decision.

5.                           TheExpert shall make its decision after due hearings of the Beneficiary and theGrantors. The Expert shall be requested to give its decision within thirty (30)days of acceptance by the Expert of its appointment hereunder.

6.                           Thedecision of the Expert shall be founded and the Expert shall provide theBeneficiary and the Grantors with a final version of the Interim FinancialStatements, together with a calculation of the amount of the Earn Out, andshall specify in reasonable details what adjustments, if any, have been made tothe draft Interim Financial Statements and the calculation of the Earn Out inrespect of the Disputed Items.

7.                           Thefees and expenses of the Expert shall be borne equally between the Beneficiary,on the one hand, and the Grantors, on the other hand.

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