<PAGE>
                                                                     Exhibit 4.7


                                                               Final 23. Jan. 02




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                            SHARE PURCHASE AGREEMENT


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                   regarding the acquisition of the shares of

                         OBTREE TECHNOLOGIES INC., BASEL



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                                                   IXOS Software AG - SPA Obtree
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By and between


1.       IXOS SOFTWARE AG
         Bretonischer Ring 12
         85630 Grasbrunn
         Germany

                                                                 - "PURCHASER" -

2.       VARUMA AG
         Neuhofweg 11
         4102 Binningen
         Switzerland

                                                                    - "VARUMA" -

3.       THE SHAREHOLDERS LISTED ON EXHIBIT 01 HERETO
         represented as provided by
         the powers of attorney attached hereto as Exhibit 02

                                                        - "OTHER SHAREHOLDERS" -


- the parties to (1), (2) and (3) also collectively the "PARTIES", each of the
Parties also a "PARTY"; the parties to (2) and (3) collectively also the
"SELLERS", each of the Sellers also a "SELLER" -


                                    PREAMBLE

A.       Obtree Technologies Inc. is a Swiss stock corporation with its
         corporate seat in Basel, Switzerland, and registered with the
         commercial register at Basel under docket no. CH-270.3.002.243-8 (the
         "COMPANY"). The share capital of the Company amounts to CHF
         7,434,744.50 and is split into 14,869,489 shares with a nominal
         participation in the share capital of CHF 0.50 per share. The shares
         are not listed on a stock exchange. 14,790,347 of these shares are
         issued to the shareholders of the Company, (collectively the "SHARES",
         individually the "SHARE"), the remaining 79,142 shares are treasury
         stock held by the Company itself. No share certificates have been
         issued.

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                                                   IXOS Software AG - SPA Obtree
                                                               Final 23. Jan. 02


B.       Varuma holds 9,477,735 shares in the Company and the Other Shareholders
         hold 4,783,218 shares in the Company (collectively the "SELLERS'
         SHARES").

C.       Purchaser is interested to acquire 100 % of the shares of the Company
         by acquiring the Sellers' Shares by executing this Agreement and the
         remaining shares (the "REMAINING SHARES") in the Company from the
         shareholders listed in EXHIBIT C (the "REMAINING SHAREHOLDERS") by
         entering into share purchase agreements at conditions equal to the ones
         contemplated by this Agreement with the Remaining Shareholders (the
         "REMAINING AGREEMENTS").

D.       The Sellers wish to sell the Sellers' Shares to Purchaser, and
         Purchaser wishes to purchase the Sellers' Shares.

E.       Where mentioned in this Agreement, Varuma shall act as agent (the
         "AGENT") for the Sellers.


NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:


1.       SALE OF SELLER'S SHARES

1.1      Sellers hereby sell the Sellers' Shares to Purchaser with all rights
         and obligations pertaining thereto. Purchaser hereby accepts the sale.

1.2      The sale of the Sellers' Shares is subject to the payment of the Share
         Price to the Escrow Accounts in accordance with Section 2 below.

1.3      The sale of the Sellers' Shares shall include all ancillary rights
         appertaining thereto (Nebenrechte), including the rights to any
         undistributed profits from any periods prior to the day of signing of
         this Agreement ("SIGNING DATE") and the rights to dividends for the
         full fiscal year 2002.

1.4      Beneficial title to the Sellers' Shares shall pass (wirtschaftlicher
         Ubergang) to Purchaser as of February 1, 2003, 0:00 hours (the
         "EFFECTIVE DATE").

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2.       SHARE PRICE/ESCROW ACCOUNT

2.1      As purchase price for the sale and transfer of the Sellers' Shares
         pursuant to Section 1.1 above Purchaser shall pay to Sellers a cash
         consideration of CHF 0.52 (in words: Swiss Francs zero and fifty two
         cents) per Sellers' Share (hereinafter the "SHARE PRICE") subject to
         the Share Price Adjustment as set out in Section 2.3.

2.2      The Share Price is based on an enterprise value of (Share Price
         multiplied by the number of 14,790,347 Shares) CHF 7,690,980.44 (in
         words: Swiss Francs seven million six hundred ninety thousand nine
         hundred eighty and forty four cents) assessed on the assumption that
         the Actual Net Equity (as defined hereinafter) amounts per December 31,
         2002 to CHF -6,000,000.00 (in words: Swiss Francs minus six million)
         (the "GUARANTEED NET EQUITY"). "Actual Net Equity" means the
         consolidated net equity of the Company and its subsidiaries (the
         "COMPANIES") according to US GAAP as per December 31, 2002. The Company
         will in its Financial Statements as defined in Section 4.4 provide for
         a general provision of at least CHF 800,000.00 (in words: Swiss Francs
         eight hundred thousand) covering (among other claims and risks) claims
         from Mepomuk Software GmbH against the Company and tax claims and risks
         (without subdividing or allocating the provision to specific claims and
         risks).

2.3      Not later than 15 (fifteen) Banking Days after the Signing Date, the
         Company shall submit to the Parties the audited Financial Statements as
         defined in Section 4.4. The Financial Statements shall be prepared
         under the direction of Chris Jenni as provided in Section 4.4.
         Purchaser shall direct the Company to give Chris Jenni and his team
         fullest support to prepare the statements. In case that the Actual Net
         Equity falls short of the Guaranteed Net Equity, the Share Price as
         stated in Section 2.1. above shall be reduced as follows (the "SHARE
         PRICE ADJUSTMENT"):

         For each CHF that the Actual Net Equity falls short of the Guaranteed
         Net Equity, the enterprise value as determined in Section 2.2 above
         shall be reduced accordingly and a new price per Share shall be
         calculated on the basis of the reduced enterprise value; provided that
         such reduction shall only take place if the difference between the
         Actual Net Equity and the Guaranteed Net Equity is more than CHF
         500,000.00 (Freigrenze).

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                                                   IXOS Software AG - SPA Obtree
                                                               Final 23. Jan. 02

         The maximum Share Price Adjustment shall be CHF 0.19 (in words Swiss
         Francs zero and nineteen cents) per Share.

2.4      On the Signing Date, the Share Price shall be paid as follows:

         -        an amount of CHF 6,702,647.91 equal to CHF 0.47 (in words:
                  Swiss Francs zero and forty seven cents) per Sellers' Share,
                  shall be paid to the Escrow Account I (as defined in Section
                  2.5, the "ESCROW AMOUNT I") and

         -        an amount of CHF 713,047.65 equal to CHF 0.05 (in words: Swiss
                  Francs zero and five cents) per Sellers' Share shall be paid
                  to the Escrow Account II (as defined in Section 2.6, the
                  "ESCROW AMOUNT II").

2.5      Prior to the Signing Date, Purchaser and Agent shall open with a
         reputable Swiss bank to be designated by Purchaser and Agent (the
         "ESCROW AGENT") a bank account to be jointly held by Agent and
         Purchaser ("UND"-Konto, the "ESCROW ACCOUNT I") to receive payment by
         Purchaser of the Escrow Amount I.

         Unless provided otherwise in this Agreement, the Escrow Account I shall
         be subject to the terms and conditions agreed upon between the Agent
         and Purchaser on the one side and the Escrow Agent I on the other side.
         Purchaser shall open the Escrow Account I in agreement with the Agent.
         Interest accrued on the Escrow Account I shall be added to and
         considered to be part of the Escrow Amount I. The fees and expenses of
         the Escrow Agent shall be paid by the Purchaser.

         The Escrow Agent shall be instructed to release any funds on the Escrow
         Account I only

         2.5.1    in accordance with corresponding (ubereinstimmenden) written
                  instructions by Agent and Purchaser, or

         2.5.2    to Varuma on behalf of Sellers within twelve Banking Days
                  after presentation by the Company of the audited Financial
                  Statements to the Purchaser as defined in Section 4.4 the
                  Escrow Amount I except for the amount of the Escrow Account I
                  for which the Purchaser can provide proof of a pending court
                  action between Sellers and Purchaser regarding the Share Price
                  Adjustment in accordance with Section 2.3 hereof or regarding
                  a rescission in accordance with Section 3 hereof, in each case
                  including a

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                                                   IXOS Software AG - SPA Obtree
                                                               Final 23. Jan. 02

                  specific request relating to the attribution of the remaining
                  Escrow Amount I.

2.6      Prior to the Signing Date, Agent and Purchaser shall open with the
         Escrow Agent a second bank account to be jointly held by Agent and
         Purchaser ("UND"-Konto, the "ESCROW ACCOUNT II") to receive payment by
         Purchaser of the Escrow Amount II. The funds on the Escrow Account II
         shall serve as collateral for Purchaser with respect to any claims of
         Purchaser against Sellers under or in connection with this Agreement.

         Unless provided otherwise in this Agreement, the Escrow Account II
         shall be subject to the terms and conditions agreed upon between the
         Agent and Purchaser on the one side and the Escrow Agent II on the
         other side. Purchaser shall open the Escrow Account II in agreement
         with the Agent. Interest accrued on the Escrow Account II shall be
         added to and considered to be part of the Escrow Amount II. The fees
         and expenses of the Escrow Agent shall be paid by the Purchaser.

         The Escrow Agent shall be instructed to release any funds on the Escrow
         Account II only

         2.6.1    in accordance with corresponding (ubereinstimmenden) written
                  instructions by Agent and Purchaser, or

         2.6.2    to Purchaser in such amounts in which payment claims of
                  Purchaser against Sellers have been adjudicated by court
                  judgment (gerichtliches Urteil), arbitral award
                  (Schiedsspruch) or other enforceable instrument (sonstiger
                  Vollstreckungstitel) in all cases upon presentation by
                  Purchaser of an original (Ausfertigung) of the respective
                  instrument, or

         2.6.3    pursuant to the following paragraph:

                  On June 30, 2004, unless Agent and Purchaser have instructed
                  the Escrow Agent otherwise or unless Purchaser can provide
                  proof of a pending court action between Sellers and Purchaser
                  in connection with this Agreement that includes a specific
                  request relating to the attribution of the remaining Escrow
                  Amount II, the Escrow Agent shall release to Agent (on behalf
                  of Sellers) the funds then remaining on the Escrow Account II.

3.       RESCISSION RIGHTS (RUCKTRITTSRECHTE)

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                                                   IXOS Software AG - SPA Obtree
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3.1      Purchaser shall have the right to withdraw from this Agreement without
         any liability to the Sellers if

         3.1.1    according to a review of the audited Financial Statements
                  (with an unqualified auditors' opinion as defined in Section
                  4.4) by Ernst & Young, Frankfurt, the difference between
                  Guaranteed Net Equity and Actual Net Equity exceeds CHF
                  3,000,000.00 (Swiss Francs three million); or

         3.1.2    if Other Shareholders withdraw from this Agreement, for
                  reasons whatsoever and if because of such withdrawal the
                  Purchaser's shareholding in the Company falls below 90% of the
                  Shares of the Company; provided that the Purchaser may only
                  rescind if (i) the acceptance period for the offer to the
                  Remaining Shareholders according to Section 7.3 has expired
                  and (ii) the Company and the Purchaser are unable to reach 90%
                  shareholding by way of capital reduction and increase of the
                  share capital by CHF 5'000'000.--.

3.2      Purchaser shall have the right to withdraw according to Section 3.1.1
         above not later than 10 (ten) Banking Days after presentation by the
         Company of the audited Financial Statements to the Purchaser as defined
         in Section 4.4; the right to withdraw under Section 3.1.2 shall be
         exercisable within 60 (sixty) Banking Days following the Signing Date.

4.       SELLERS' GUARANTEES

         Sellers hereby represent (sichern zu) and warrant (garantieren) to
         Purchaser that the following statements are complete and correct in all
         respects and are not misleading, in each case as of the Signing Date
         (the "SELLERS GUARANTEES"):

4.1      Organization and Qualification. The Companies are duly organized and
         validly existing under the laws under which they have been incorporated
         and have full right and authority to own and to operate their
         properties and to engage in the business in which they are now engaged.

4.2.     Capital Structure. All Shares have been validly issued and fully paid
         in. No further capital, non-voting stock, convertible securities or
         similar rights in the Companies have been created or issued or agreed
         to be issued by the Signing Date.

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                                                   IXOS Software AG - SPA Obtree
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4.3      Ownership. Sellers are the sole owners of and have good and valid title
         to the Sellers' Shares, which are free and clear of all liens,
         encumbrances, options, charges, equities and claims arising from any
         privilege, pledge or security arrangement. The Sellers have full right
         and capacity to transfer and sell complete title to the Sellers'
         Shares. The Company owns all the issued and outstanding shares of the
         Subsidiaries.

4.4      Financial Statements. The complete consolidated financial statements of
         the Company and the financial statements of its subsidiaries as audited
         (including in each case, where applicable, the balance sheet (Bilanz),
         the profit and loss statement (Gewinn- und Verlustrechnung), the notes
         (Anhang), the business report (Geschaftsbericht), and to the extent
         required by the applicable GAAPs the cash flow statement and the equity
         consolidation, collectively the "FINANCIAL STATEMENTS") for the fiscal
         years ending December 31, 2001 and 2002 have been (a) prepared in
         accordance with US-GAAP (the consolidated group), UK-GAAP (Obtree
         Technologies UK Ltd.) and Swiss GAAP (the Company and Obtree
         Technologies Switzerland AG) and accounting practices commonly adopted
         by companies carrying on business similar to those carried out by the
         Companies utilizing and continuing the same capitalization and election
         rights as well as valuation principles used by the Companies (in all
         cases in accordance with applicable GAAP) in preparation of its monthly
         account for September 2002. If there remain valuation, election and
         other discretion rights, such discretion shall be exercised in the best
         interest of the Sellers. (b) The Financial Statements present a true
         and fair view of the net worth as well as of the assets and liabilities
         (Vermogenslage), the financial position (Finanzlage) and the earnings
         position (Ertragslage) of the Companies. (c) The Financial Statements
         have been properly audited and an unqualified auditors' opinion
         (Bericht der Revisionsstelle) has been affixed, whereby a note in the
         opinion saying that the equity is less than half of the share capital
         but that there is no need to call a general meeting of the shareholders
         in accordance with Art. 725 para. (1) of the Swiss Code of Obligations
         because there is subordinated debt exceeding the difference between
         equity and half of the share capital shall not be considered to be a
         qualification.

         In particular, on December 31, 2002 the Companies had good and clear
         title free of all liens and/or other encumbrances whatsoever to all
         assets listed on the respective balance sheets except as declared
         otherwise in the Financial Statements.

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                                                   IXOS Software AG - SPA Obtree
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4.5      Claims of Mepomuk Software GmbH. Except and to the extent as provided
         for in the Financial Statements, the setting-off of claims between the
         Company and Mepomuk Software GmbH will not be contested by an
         insolvency receiver appointed for Mepomuk Software GmbH and no claims
         of Mepomuk Software GmbH can be raised against the Company based on
         German corporate or insolvency law.


4.6.     Insolvency of Companies. Except for Mepomuk Software GmbH, no
         insolvency proceedings have been, or have been threatened to be,
         applied for regarding the assets of the Companies and there are no
         circumstances which would require the initiation of such proceedings.
         None of the Companies have stopped or suspended payment of their debt
         or otherwise become insolvent or over-indebted. No circumstances exist
         pursuant to any applicable bankruptcy laws which would justify the
         voidance of this Agreement. No debt settlement arrangement between any
         of the Companies and its creditors has been proposed or agreed.


4.7      Claims and Litigation. Except and to the extent as provided for in the
         Financial Statements, there are no actions, suits or proceedings
         pending against the Companies either in court or before any
         administrative board, agency or commission.


4.8      Taxes. Except and to the extent as provided for in the Financial
         Statements, the Companies have paid all taxes which have become due by
         December 31, 2002, especially the Companies do not have any obligations
         to pay VAT for any time period before December 31, 2002 (keine
         Verpflichtung zur Zahlung von Mehrwertsteuer fur Zeitraume vor dem
         Signing Date), and there is no further liability for any such taxes to
         be paid for any time period before December 31, 2002 and no interests
         or penalties accrued or accruing with respect thereto.


4.9      Intellectual Property/Know-how. The Companies own or have adequate
         license to use all the know-how and all patents, trademarks, trade
         names, copyrights and other intellectual property rights which are
         necessary for the conduct of their business as it is conducted at the
         Signing Date. In particular, all the patents, tradenames, copyrights
         and trademarks set forth in EXHIBIT 4.9 are valid and owned by the
         Companies. To the best knowledge of the Sellers these patents,
         tradenames, copyrights and trademarks do not violate the rights of any
         third party and third parties do not have any rights to such patents,
         tradenames, copyrights and trademarks and the Companies have no
         obligations to disclose such patents, tradenames, copyrights and
         trademarks to any third parties.

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                                                   IXOS Software AG - SPA Obtree
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4.10     Fees of Vischer Anwalte. The lawyers of the Company, Vischer Anwalte,
         have not invoiced fees in connection with this transaction exceeding
         CHF 50,000.00 for the time between November 1, 2002 and the Signing
         Date.

5.       REMEDIES FOR PURCHASER

5.1      In the event of a breach of the Sellers' Guarantees under Section 4,
         amounts equal to Sellers' pro rata share (as defined in Section 5.7) of
         the damages shall be released to Purchaser from the Escrow Account II
         pursuant to the following provisions.

5.2      In the event of a breach of the Guarantee in Section 4.5 (Mepomuk), the
         damage shall be equal to the claims of Mepomuk Software GmbH or its
         insolvency estate against the Company.

5.3      In the event of a breach of the Guarantee in Section 4.8 (Taxes), the
         damage shall be equal to the additional taxes, interest and penalties.

5.4      In the event of a breach of the Seller's Guarantee in Section 4.4, the
         Parties shall recalculate the Actual Net Equity as per December 31,
         2002 as if there had been no breach and as if additional amounts due to
         remedy the damage had been duly reflected. The Parties then shall
         redetermine whether such revised Actual Net Equity would have had lead
         to a Share Price Adjustment under Section 2.3 paragraphs 1 and 2 (i.e.,
         reflecting the "Freigrenze", but disregarding the maximum amount). If
         this would have been the case, the damage shall be equal to such
         recalculated Share Price Adjustment multiplied with Sellers' Shares.

5.5      In the event of a breach of any other Seller's Guarantees the damage
         shall be equal to the amount necessary to restore the damage suffered
         by the Purchaser to the warranted position (Schadensersatz).

5.6      All claims of Purchaser arising under this Agreement shall be
         time-barred on or after June 30, 2004. except for all claims of
         Purchaser in respect of liabilities for defects of title arising from a
         breach in respect of Section 4.3 which shall be time barred on or after
         the 7th anniversary of the Signing Date, but which will continue to
         exist only against the individual Seller in breach of Section 4.3.

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                                                   IXOS Software AG - SPA Obtree
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5.7      The liability of each Seller for each damage shall be prorated in
         relation to each Seller's shareholding. The aggregate liability of the
         Sellers under Section 5.1 is in any event limited to CHF 0.05 (in
         words: Swiss Francs zero and five cents) per Sellers' Share.

5.8      The Purchaser shall solely recover damages from the Escrow Account.
         There shall be no personal liability of the Sellers under Sections 4
         and 5 of this Agreement. The maximal amount of damages payable to the
         Purchaser under Sections 4 and 5 of this Agreement shall be limited to
         the Escrow Account.

5.9      The Parties are in agreement that the remedies that the Purchaser may
         have against each Seller individually for breach of obligations set
         forth in this Agreement are solely governed by this Agreement, and the
         remedies provided for by this Agreement shall be the exclusive remedies
         available to Purchaser.

5.10     No information not expressly contained in this Agreement or any of the
         Exhibits thereto shall be held against the Purchaser in respect of any
         Sellers' Guarantees as set out in Section 4 in this Agreement.

5.11     When circumstances become evident that will lead to a breach of
         Guarantee, the Purchaser shall without undue delay inform the Agent,
         and the Purchaser and the Company shall use their best efforts to
         prevent and reduce the damage as much as possible.

6.       PRESS RELEASES

6.1      Neither Party shall, without the prior written consent of Purchaser and
         Agent, disclose the contents of this Agreement to third parties or make
         any information relating thereto available to third parties until the
         first public announcement. This shall not, however, apply to the extent
         a Party or any affiliate of a Party may be obliged to make any
         announcement or disclosure under applicable laws or regulations
         (including, but not limited to the rules of relevant stock exchanges).

6.2      Except for disclosures or statements required under applicable laws or
         regulations, the press releases or public statements by one Party in
         connection with this Agreement shall be mutually agreed upon between
         Purchaser and Agent prior to the release hereof.

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                                                   IXOS Software AG - SPA Obtree
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7.       MISCELLANEOUS

7.1      The Purchaser shall elect new members of the board of directors of the
         Company (Mitglieder des Verwaltungsrats) and shall resolve to release
         fully all of the members of the board of directors of the Company
         having resigned as of the Signing Date at the shareholders' meeting
         scheduled for February 7, 2002. Promptly thereafter, the resignations
         of the members having resigned from their position effective as of the
         Signing Date, shall be filed with the registry of commerce.

7.2      Varuma hereby waives in favour of the Company its right to partly
         convert the loan granted to the Company in the amount of CHF 5,000,000
         ("Loan Amount") into equity of the Company and agrees to accept
         repayment at any time. The Purchaser agrees (i) to direct the Company
         to repay the loan and accrued interest on or before March 31, 2003, and
         (ii), if the Company fails to make the payment, to repay the Loan
         Amount and accrued interest itself to Varuma on behalf of the Company.

7.3      Promptly after the Financial Statements have been submitted pursuant to
         Section 2.3, the Purchaser shall make an offer to all Remaining
         Shareholders to buy the Remaining Shares at a price equal to the Share
         Price and with an equal deduction payable to the Escrow Account I
         (unless settled before) and the Escrow Account II and at the same
         conditions as contemplated by this Agreement.

7.4      Subject to Section 4.10 hereof, all expenses, costs, fees and charges
         in connection with the transactions contemplated under this Agreement
         including, without limitations, legal services, shall be borne by the
         Party commissioning the respective costs, fees and charges.

7.5      In this Agreement the headings are inserted for convenience only and
         shall not affect the interpretation of this Agreement; where a German
         term has been inserted in italics it alone (and not the English term to
         which it relates) shall be authoritative for the purpose of the
         interpretation of the relevant English term in this Agreement. All
         Exhibits to this Agreement constitute an integral part of this
         Agreement.

7.6      "BANKING DAYS" shall mean days banks are open for Banking in Basel,
         Switzerland.

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                                                   IXOS Software AG - SPA Obtree
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7.7      Amendments to this Agreement, including this provision, must be made in
         writing (including telecopy) by the Parties or in any other legally
         required form, if so required.

7.8      The Sellers shall not be entitled to assign any rights or claims under
         this Agreement without the written consent of the Purchaser.

7.9      All notices and other communications hereunder shall - unless expressly
         provided otherwise - be made in writing and shall be delivered or sent
         by registered mail or courier to the addresses below or to such other
         addresses which may be specified by any Party to the other Party in the
         future in writing:

             for Purchaser:                       with copy to:
             IXOS Software AG                     Dr. Andreas Hoffmann
             Bretonischer Ring 12                 Baker & McKenzie
             85630 Grasbrunn, Germany             Theatinerstrasse 23
             Attn.: Mr. Manuel Dohr               80333 Munich, Germany

             for Sellers:                         with copy to:
             Varuma AG                            Dr. Sebastian Burckhardt
             Neuhofweg 11                         Vischer Anwalte und Notare
             4102 Binningen, Switzerland          Aeschenvorstadt 4 Postfach 526
             Attn.: Rudolf Maag                   4010 Basel, Switzerland

7.10     Should any provision of this Agreement be held wholly or in part
         invalid or unenforceable, the validity or enforceability of the other
         parts shall not be affected thereby. In place of the invalid or
         unenforceable provision the Parties shall agree on an appropriate valid
         and enforceable provision, which serves best the economic interest of
         the contract Parties originally pursued by the invalid or unenforceable
         provision.

7.11     This Agreement shall be governed by and construed in accordance with
         the laws of Switzerland. The exclusive jurisdiction for legal actions
         from or in connection with this Agreement is Basel, Switzerland.

                            [SIGNATURE PAGE FOLLOWS]
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                                                   IXOS Software AG - SPA Obtree
                                                               Final 23. Jan. 02


This 23rd day of January 2003

<TABLE>
<S>                            <C>                              <C>
/s/ Robert Hoog                 /s/ Peter Rau                   /s/ Rudolf Maag
------------------------------  ------------------------------  -------------------------------
IXOS Software AG                                                Varuma AG


                                                                /s/ Rolf Brugger
                                                                -------------------------------
                                                                Rolf Brugger, as representative
                                                                of the Other Shareholders
</TABLE>