<PAGE>

                                                                      EXHIBIT 10

                               DATED JANUARY, 2005

                       (1)  THE PERSONS NAMED IN SCHEDULE 1

                            (2) LAKE HOLDINGS LIMITED

                            (3) INTER-TEL LAKE LIMITED

                                (4) INTER-TEL, INC.

                            SHARE PURCHASE AGREEMENT

                 relating to the entire issued share capital in
                           Lake Communications Limited
                             Lake Datacomms Limited
                      Lake Electronic Technologies Limited
                                 Fernway Limited
                               Winbay Pty Limited

                                   ARTHUR COX
                                Earlsfort Centre
                                Earlsfort Terrace
                                    Dublin 2

                    (MAMcL / Docs / Project Lucky / SPA v18)

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                               PAGE
------                                                                               ----
<S>      <C>                                                                         <C>
 1       DEFINITIONS AND INTERPRETATION.........................................       4
 2       SALE AND PURCHASE......................................................      15
 3       CONSIDERATION..........................................................      15
 4       EARN-OUT CONSIDERATION.................................................      15
 5       EARN-OUT ACCOUNTS......................................................      17
 6       ACTIONS PENDING COMPLETION.............................................      21
 7       COMPLETION.............................................................      25
 8       COMPLETION ACCOUNTS....................................................      27
 9       CONDUCT OF BUSINESS POST-COMPLETION....................................      28
10       POST-COMPLETION OBLIGATIONS & RIGHTS...................................      33
11       WARRANTIES.............................................................      34
12       THE BUYER'S REMEDIES...................................................      36
13       LIMITATIONS ON THE WARRANTORS' LIABILITY...............................      37
14       RETENTION..............................................................      44
15       WARRANTIES OF THE BUYER AND THE PARENT.................................      45
16       USE OF INTELLECTUAL PROPERTY RIGHTS / INFRINGEMENT CLAIMS..............      45
17       [FURTHER UNDERTAKINGS BY SELLERS]......................................      51
18       INDEMNITIES............................................................      52
19       PENSIONS...............................................................      53
20       GUARANTEE..............................................................      54
21       ASSIGNMENT.............................................................      55
22       ANNOUNCEMENTS..........................................................      56
23       CONFIDENTIALITY........................................................      56
24       COSTS..................................................................      57
25       FURTHER ASSURANCE......................................................      58
26       REMEDIES AND WAIVERS...................................................      58
27       SEVERABILITY...........................................................      58
28       JOINT LIABILITY........................................................      58
29       GENERAL................................................................      59
30       NOTICES................................................................      59
31       GOVERNING LAW AND JURISDICTION.........................................      61
32       ENTIRE AGREEMENT.......................................................      62
33       COUNTERPARTS...........................................................      62

SCHEDULE 1
The Warrantors..................................................................

SCHEDULE 2
The Target Group Companies......................................................

SCHEDULE 3
Items for delivery by the Seller at Completion..................................

SCHEDULE 4
Warranties......................................................................
</TABLE>


<PAGE>

<TABLE>
<S>                                                                               <C>
SCHEDULE 5
Property.................................................................

SCHEDULE 6
The Earn-Out Accounts....................................................

SCHEDULE 7
Registered Intellectual Property Rights..................................

SCHEDULE 8
The Lease................................................................

SCHEDULE 9
The Completion Accounts..................................................

SCHEDULE 11
Finance and Operating Leases.............................................

SCHEDULE 12
The Inter-Company Indebtedness...........................................
</TABLE>

AGREED FORM DOCUMENTS

1. Tax Deed

2. Disclosure Letter

3. Service Agreements

4. Lease

5. Pre-Completion Reorganisation Documents

6. Escrow Agreement

<PAGE>

THIS AGREEMENT is made on                   January, 2005

BETWEEN:

(1)   THE PERSONS NAMED IN SCHEDULE 1 (the "WARRANTORS");

(2)   LAKE HOLDINGS LIMITED, a company incorporated in Ireland with registration
      number 36890 and having its registered office at Beech House, Greenhills
      Road, Tallaght, Dublin 24 (the "SELLER");

(3)   INTER-TEL LAKE LIMITED, a company incorporated in Ireland with registered
      number 391185 and having its registered office at Beech House, Greenhills
      Road, Tallaght, Dublin 24 (the "BUYER"); and

(4)   INTER-TEL, INC., a company incorporated under the laws of the state of
      Arizona, USA, with its principal place of business at 1615 South 52nd
      Street, Tempe, Arizona 85281 USA (the "PARENT").

BACKGROUND:

(A)   The Seller is either directly or indirectly the legal and beneficial owner
      of the Shares, which represent the entire issued share capital of the
      Target Group.

(B)   The Seller has agreed to sell and the Buyer has agreed to purchase the
      Shares on the terms and subject to the conditions of this Agreement.

(C)   The Parent has agreed to guarantee the performance of the payment
      obligations of the Buyer set out in this Agreement on the terms and
      conditions set out in this Agreement. The Warrantors have agreed to
      guarantee the performance of and procure the compliance with the
      obligations of the Seller set out in this Agreement on the terms and
      conditions set out in this Agreement.

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

      1.1   In this Agreement the following expressions shall have the following
            meanings namely:

            "1963 ACT" means the Companies Act, 1963;

            "1990 ACT" means the Companies Act, 1990;

            "1999 ACT" means the Companies (Amendment) Act, 1999;

            "1999 NO. 2 ACT" means the Companies (Amendment) (No. 2) Act, 1999;

            "2001 ACT" means the Company Law Enforcement Act 2001;

                                       4
<PAGE>

            "ACCOUNTING STANDARDS" means accounting principles, standards and
            practices generally accepted in Ireland at the date of this
            Agreement consistently applied with prior periods;

            "ACCOUNTS" means the audited balance sheet as at the Last Accounting
            Date and the audited profit and loss account for the period ended on
            the Last Accounting Date of each Target Group Company (together with
            the related cashflow statements, directors' reports and auditors'
            reports) and includes all notes and other documents annexed thereto
            in accordance with any legal requirement or otherwise;

            "ACCOUNTS RECEIVABLE" means an amount equal to any prepayments made
            by the Target Group Companies and the amounts due and payable from
            debtors of the Target Group Companies (including the Motorola
            Payment) less any reserves or provisions against such amounts and
            less any accounts receivable owing for more than ninety (90) days;

            "A DIRECTOR" means an A Director of the Buyer or a Target Group
            Company as that term is defined in the Articles of Association of
            the relevant company;

            "AGREED FORM" in relation to any document means that document in the
            form agreed and initialled for the purposes of identification by the
            Buyer's Solicitors on behalf of the Buyer and the Seller' Solicitors
            on behalf of the Seller;

            "AGREEMENT" means this agreement and the schedules hereto;

            "ANNUALISED EBIT" has the meaning given to the term in Clause
            4.7(a);

            "ANNUALISED REVENUE AMOUNT" has the meaning given to the term in
            Clause 4.7(b);

            "BUSINESS" means all of the design, manufacture, sales and service
            of the telecommunications business of the Target Group as carried on
            by the Target Group at Completion;

            "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on
            which banks are open for business in Dublin;

            "BUSINESS PLAN" means the business plan for the Target Group in the
            Agreed Form set out at Schedule 10 of this Agreement;

            "BUYER GROUP" means the Buyer, any subsidiary or associated
            undertaking of the Buyer, any holding company of the Buyer and any
            subsidiary or associated undertaking of such holding company;

            "BUYER PAYMENTS" has the meaning given to it in Clause 14.1;

            "BUYER'S SOLICITORS" means Arthur Cox of Earlsfort Centre, Earlsfort
            Terrace, Dublin 2;

5

<PAGE>

            "CASH" means cash at bank or in hand;

            "COMPLETION" means completion of the sale and purchase of the Shares
            in accordance with this Agreement;

            "COMPLETION ACCOUNTS" means the accounts of the Target Group
            prepared in accordance with Schedule 9;

            "COMPLETION ACCOUNTS DATE" means the Completion Accounts Date as
            determined pursuant to Schedule 9;

            "COMPLETION DATE" means the date on which Completion takes place as
            determined pursuant to Clause 7;

            COMPLETION DISCLOSURE LETTER" means the letter from the Warrantors
            to the Buyer in relation to the Warranties to be delivered at
            Completion and referred to in Clause 5.5;

            "CONDITIONS" means the conditions specified in Clause 5.1;

            "CONNECTED PERSON" and "CONNECTED" means a person who would be
            connected with another person for the purposes of Section 26 of the
            Companies Act, 1990 if that other person was a director of a
            company;

            "CONFIDENTIAL INFORMATION" means all information not at present in
            the public domain used in or otherwise relating to the business,
            customers or financial or other affairs of a Target Group Company
            including, without limitation, information relating to:

            (a)   the marketing of any products or services including, without
                  limitation, customer names and lists and any other details of
                  customers, sales targets, sales statistics, market share
                  statistics, prices, market research reports and surveys and
                  advertising or other promotional materials; and

            (b)   projects, business development or planning, commercial
                  relationships and negotiations, which are contemplated or
                  ongoing, or which are in existence (as the case may be) as at
                  the Completion Date;

            "CONSIDERATION" means the price payable for the Shares, specified in
            Clause 3.1;

            "CURRENT LIABILITIES" means an amount equal to the sum of amounts
            owing to trade creditors and normal operating accruals and Other
            Current Liabilities;

            "DAIDALOS AGREEMENT" means Contract Number 506997 among Portugal
            Telecom Inovacao, SA, Telenor Communication II AS, Telefonica
            Investigacion y Desarrollo sa Unipersonal, Eurescom - European
            Institute for Research and Strategic Studies in Telecommunications
            GMbh, Telecom Italia SPA, Polska Telefonia Cyfrowa SP. Z O.O.,
            Telediffusion de France SA, Hellenic Telecommunications Organization
            SA, Motorola SAS, Siemens

6

<PAGE>

            Aktiengesellschaft, NEC Europe Limited, Lucent Technologies
            Nederland BV, Udcast SA, BMW Forschung und Technik GMbh, SES Astra
            SA, Fraunhofer Gesellschaft zur Foerderung der Angewandten Forschung
            EV, Deutsches Zentrum Fuer Luft und Raumfahrt EV, Institut Eurecom
            GIE, Institute for Infocomm Research, Instituto de Telecomunicacoes,
            Universitaet Stuttgart, Universidad Carlos II de Madrid, Zavod za
            Varnostne Tehnologije Informacijske Druzbe in Elecktronsko
            Poslovanje, Akademia Gorniczo-Hutnicza im Stanislawa W Krakowie,
            Heriot Watt University, Institute of Communication and Computer
            Systems, Agora Systems SA, HW Communications Limited, Communication
            Networks Aachen GMbh, France Telecom SA, Eidgenoessische Technische
            Hochschule Zuerich, Waterford Institute of Technology, the Seller,
            Instytut Technik Telekomunikacyjnych I Informatycznych SP Z OO, UH
            Communications AS, China Academy of Telecommunication Research,
            Instituto de Engenharia de Sistemas e Computadores do Porto,
            Universidade do Porto, Universitet ULM, Technische Universitaet
            Braunschweig, Universidad de Murcia, Jozef Stefan Institute,
            university of Lancaster, Temagon Technology and Management
            Consultancy Services SA and Centro di Ricerca in Matematica Pura ed
            Applicata - Consorzio in respect of a project called "Designing
            Advanced Interfaces for the Delivery and Administration of Location
            independent Optimised personal Services" dated 11th December, 2003;

            "DISCLOSURE LETTER" means the letter of today's date from the
            Warrantors to the Buyer in relation to the Warranties;

            "DOMAIN NAMES" means all trademark, service mark, assumed names,
            corporate names and other names used by the Target Group on the
            internet or in government filing offices;

            "EARN-OUT ACCOUNTS" means the accounts of the Target Group prepared
            in accordance with Schedule 6;

            "EARN-OUT ACCOUNTS DATE" means the Earn-Out Accounts Date as
            determined in accordance with Schedule 6;

            "EARN-OUT CONSIDERATION" means the sum of the EBIT Consideration and
            the Revenue Consideration;

            "EARN-OUT DATE" means the date eighteen months after the Completion
            Date;

            "EARN-OUT PERIOD" means the period commencing on the Completion Date
            and ending on the day eighteen (18) months following the Completion
            Date;

            "EBIT" has the meaning given to the term in Schedule 6;

            "EBIT CONSIDERATION" means the sum (if any) payable by the Buyer to
            the Seller pursuant to Clause 4.4;

7

<PAGE>

            "EBIT TARGET" means USD5,733,000 (five million seven hundred and
            thirty three thousand US dollars);

            "EBITDA" means earnings before interest, tax, depreciation and
            amortisation;

            "ENCUMBRANCE" means any mortgage, charge, pledge, lien, option,
            restriction, right of first refusal, right of pre-emption, third
            party right or interest, any other encumbrance or security interest
            of any kind, and any other type of preferential arrangement
            (including, without limitation, title transfer and retention
            arrangements) having a similar effect, other than reservation of
            title over stock in trade arising in the ordinary course of
            business;

            "ENVIRONMENT" has the meaning given to it in paragraph 20 of
            Schedule 4;

            "ESCROW AGENTS" has the same meaning as in the Escrow Agreement;

            "ESCROW AGREEMENT" means the escrow agreement in Agreed Form to be
            entered into by, inter alios, the Buyer and the Seller at
            Completion;

            "ESCROW AMOUNT" means USD6,000,000 (six million US dollars);

            "ESCROW FUND" has the same meaning as in the Escrow Agreement;

            "EURIBOR" means:

            (a)   the percentage rate per annum equal to the offered quotation
                  which appears on the page of the Telerate Screen which
                  displays an average rate of the Banking Federation of the
                  European Union for the euro (currently page 248) for three
                  months at 11.00am (Brussels time) on the quotation date or, if
                  such page or service ceases to be available, such other page
                  or other service for the purpose of displaying an average rate
                  of the Banking Federation of the European Union agreed by the
                  parties; or

            (b)   if no quotation for the relevant period is displayed and the
                  parties have not agreed an alternative service on which a
                  quotation is displayed, the arithmetic mean (rounded upwards
                  to four decimal places) of the rates at which each of the
                  Reference Banks was offering to prime banks in the European
                  interbank market deposits in the euro of an equivalent amount
                  for such period at 11.00am (Brussels time) on the quotation
                  date;

            "EURO" or "EUR" means the currency unit of the participating Member
            States of the European Union as defined in Recital (2) of Council
            Regulation 974/98/EC on the introduction of the euro;

            "FERNWAY" means Fernway Limited, particulars of which are set out in
            Schedule 2;

8

<PAGE>

            "INDEBTEDNESS" means the aggregate amount of borrowings of any
            nature whatsoever of any Target Group Company (including payments
            due under the finance and operating leases listed in Schedule 11),
            plus the amount of any bonuses payable to employees related to this
            transaction, plus the amount of all non-trading liabilities and all
            liabilities outside the ordinary course of business (including,
            without limiting the generality of the foregoing, net unfunded
            pension obligations or other unfunded commitments to employees);

            "INDEMNITIES" means the indemnities set out in Clauses 12, 18 and
            19;

            "INFORMATION TECHNOLOGY" means all computer systems, communication
            systems, software and hardware owned or licensed by or to any Target
            Group Company;

            "INITIAL CONSIDERATION" means USD17,293,818 (seventeen million two
            hundred and ninety-three thousand eight hundred and eighteen US
            dollars);

            "INTELLECTUAL PROPERTY" means patents (including supplementary
            protection certificates), trade marks, service marks, registered
            designs, utility models, design rights, topography rights,
            copyrights (including copyright in computer programs) database
            rights, inventions, Confidential Information, business or trade
            names (including the Name), get-up, Domain Names, and all other
            intellectual property and neighbouring rights and rights of a
            similar or corresponding character (including all associated
            goodwill), and all applications for, or for the protection of, any
            of the foregoing;

            "INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property used,
            or required to be used, by a Target Group Company in, or in
            connection with, the Business (excluding Know-How);

            "INTER-COMPANY INDEBTEDNESS" means the aggregate sum of the total
            amounts due and owing by Target Group Companies to the Seller as at
            the Completion Date;

            "INTEREST RATE" means EURIBOR plus two (2) percent per annum;

            "INVENTORY" means an amount equal to the value of the trading stock
            or inventory of any Target Group Company, acquired during the twelve
            (12) months prior to the Completion Date less any reserves or
            provisions against such amount;

            "KEY PERSONNEL" means each of Anthony Bermingham, Caoimhin O'Laoi,
            Michael O'Dwyer, Ciaran Kelly and Michael Tope;

            "KNOW-HOW" means all information, trade secrets and techniques (not
            publicly known) held in any form (including, without limitation,
            paper, electronically stored data, magnetic media, film and
            microfilm) including, without limitation, that comprised in or
            derived from drawings, data, reports, project reports, formulae,
            specifications, testing procedures, test results,

9

<PAGE>

            component lists, instructions, manuals, brochures, catalogues and
            process descriptions, market forecasts, lists and particulars of
            customers and suppliers;

            "LCL" means Lake Communications Limited, particulars of which are
            set out in Schedule 2;

            "LDL" means Lake Datacomms Limited, particulars of which are set out
            in Schedule 2;

            "LAST ACCOUNTING DATE" means 30th September 2003;

            "LEASE" means the lease in the Agreed Form between the Seller and
            LCL in respect of the Property which is to be entered into at
            Completion and which is set out in Schedule 8;

            "LET" means Lake Electronic Technologies Limited, particulars of
            which are set out in Schedule 2;

            "MANAGEMENT ACCOUNTS" means the unaudited profit and loss account
            and balance sheet and cashflow statement of each Target Group
            Company for the accounting period beginning on the next day
            following the Last Accounting Date and ended on 31st December, 2004
            and attached to the Disclosure Letter;

            "MOTOROLA PAYMENT" means the amount of USD395,000 (three hundred and
            ninety-five US dollars) which is due from Motorola to the Target
            Group in June, 2005;

            "NAME" means "Lake";

            "NET ASSET VALUE" means the combined net asset value of the Target
            Group Companies on the Completion Date calculated in accordance with
            the Schedule 9 being the sum of fixed assets plus Cash plus Accounts
            Receivable plus Inventory, less the sum of Current Liabilities and
            Indebtedness;

            "OTHER CURRENT LIABILITIES" shall include repayable research and
            development grants and corporation tax, but shall not include any
            deferred acquisition consideration;

            "PLANNING ACTS" means the Local Government (Planning & Development)
            Acts 1963 to 1999, the Planning & Development Acts 2000 and 2001,
            the Building Control Act 1990 and any statutory modification or
            re-enactment thereof for the time being in force and any regulations
            or orders for the time being made thereunder;

            "PRE-COMPLETION REORGANISATION" means the reorganisation of the
            companies comprising the Seller Group and the Target Group to be
            effected prior to Completion whereby:

            (I)   The Seller and LCL will enter into the Lease; and

10

<PAGE>

            (II)  The shares in the Target Group Companies held by employees or
                  former employees of the Target Group or Seller Group (or any
                  person other than another Target Group Company) will be
                  transferred to a Target Group Company or redeemed and
                  cancelled;

            "PROPERTY" means the property short particulars of which are set out
            in the Property Schedule and includes a part of the property;

            "PROPERTY SCHEDULE" means Schedule 5;

            "REFERENCE BANKS" means the principal Dublin offices of Allied Irish
            Banks, Bank of Ireland and Ulster Bank or such other banks agreed
            between the parties from time to time;

            "REVENUE AMOUNT" has the meaning given to the term in Schedule 6;

            "REVENUE CONSIDERATION" means the sum (if any) payable by the Buyer
            to the Seller pursuant to Clause 4.5;

            "REVENUE TARGET" means USD56,233,000 (fifty six million, two hundred
            and thirty three thousand US dollars);

            "SELLER GROUP" means the Seller's Parent, the Seller and any company
            wholly or partly, directly or indirectly owned by the Seller's
            Parent or the Seller, or any associated undertaking of the Seller or
            the Seller's Parent;

            "SELLER'S PARENT" means Cadamstown Limited, a company incorporated
            in Ireland with registered number 173200, whose registered office is
            Beech House, Greenhills Road, Tallaght, Dublin 24;

            "SELLER'S SOLICITORS" means Mason Hayes & Curran, 6 Fitzwilliam
            Square, Dublin 2;

            "SERVICE AGREEMENTS" means the service agreements to be entered into
            between LCL and each of the Key Personnel;

            "SHARES" means the entire issued share capital of LCL, LDL, Fernway
            (to the extent not already owned by LDL), Winbay and LET (to the
            extent not already in the direct ownership of LCL) further
            particulars of which are set out in Schedule 2 and which are to be
            purchased by the Buyer under the terms of this Agreement;

            "SUBSIDIARY UNDERTAKING" means a subsidiary undertaking within the
            meaning of the European Communities (Companies - Group Accounts)
            Regulations 1992;

            "TARGET GROUP" means LCL, LDL, Fernway, LET and Winbay and the term
            "TARGET GROUP COMPANY" means any one of them;

11

<PAGE>

            "TARGET GROUP KNOW-HOW" means all information and techniques (not
            publicly known) owned by a Target Group Company or used, or required
            to be used, by a Target Group Company in, or in connection with, the
            Business, held in any form (including, without limitation, paper,
            electronically stored data, magnetic media, film and microfilm)
            including, without limitation, that comprised in or derived from
            drawings, data, reports, project reports, formulae, specifications,
            testing procedures, test results, component lists, instructions,
            manuals, brochures, catalogues and process descriptions, market
            forecasts, lists and particulars of customers and suppliers
            (excluding the Intellectual Property Rights in existence);

            "TARGET INTER-COMPANY INDEBTEDNESS" means the aggregate sum of
            EUR8,153,364 (eight million one hundred and fifty-three thousand
            three hundred and sixty-four euro) (the US dollar equivalent of
            which is USD10,706,182 (ten million seven hundred and six thousand
            one hundred and eighty-two US dollars)) being the total amounts due
            and owing by Target Group Companies to the Seller as at 31st
            December, 2004, as more particularly set out in Schedule 12;

            "TARGET NAV" has the same meaning as in Clause 8.2;

            "TAX" and "TAXATION" means all forms of taxation, duties, imposts
            and levies, and includes (without limiting the generality of the
            foregoing) corporation tax, corporation profits tax, advance
            corporation tax ("ACT"), capital gains tax, development land tax,
            rates, water rates, capital transfer tax, inheritance tax, gift tax,
            capital acquisitions tax, residential property tax, value added tax,
            income tax, dividend withholding tax, pay related social insurance,
            national insurance contributions, amounts due under the PAYE or PRSI
            system, income or other levies, customs and excise duties any other
            import or export duties, stamp duty, stamp duty reserve tax,
            companies capital duty, tax on turnover or profits, sales tax, and
            any other amounts corresponding thereto and all other taxes, rates,
            levies, fines, duties or other fiscal impositions of any kind
            whatsoever, whether imposed by government, municipal or local
            authority or otherwise, or other sums paid in respect of Tax or
            Taxation (including in particular but without derogating from the
            generality of the foregoing any interest, fine, charge, surcharge or
            penalty) whether arising under the laws of Ireland or those of any
            other jurisdiction and whether incurred as principal, agent,
            trustee, indemnitor or otherwise, and regardless of whether such
            taxes, penalties, charges, levies, fines, surcharges and interest
            are directly or primarily chargeable against or attributable to any
            Target Group Company or any other person, firm or company and
            whether or not the Buyer or any Target Group Company is or may be
            entitled to claim reimbursement thereof from any other person or
            persons;

            "TAX AUTHORITY" or "TAXATION AUTHORITY" means the Revenue
            Commissioners, and any other local, municipal, governmental, state,
            federal or other fiscal authority or body anywhere in the world;

12

<PAGE>

            "TAX DEED" means the deed of tax covenant in the agreed form between
            the Seller, the Buyer and the Target Group Companies;

            "TAX WARRANTIES" means the warranties contained in paragraph 6 of
            Schedule 4;

            "TCA" means Taxes Consolidation Act, 1997;

            "TERRITORY" means anywhere in the world where the Target Group's
            products are manufactured, purchased or sold at the date of this
            Agreement;

            "TITLE WARRANTIES" means Warranties 3(a) and 3(b);

            "USD" or "DOLLAR" means the U.S. dollar, the currency unit of the
            United States of America;

            "WARRANTIES" means the warranties contained in Schedule 4 and
            "WARRANTY" means any of them;

            "WINBAY" means Winbay Pty Limited, particulars of which are set out
            in Schedule 2;

            "WORKING HOURS" means 8.30am to 5.30pm on a Business Day.

      1.2   In this Agreement:

            (a)   words and expressions which are defined in the Companies Acts
                  1963 to 2003 (the "COMPANIES ACTS") shall have the same
                  meanings as are ascribed to them in the Companies Acts;

            (b)   reference to a Clause, paragraph or Schedule, unless otherwise
                  specified, is a reference to a clause, paragraph of or
                  schedule to this Agreement;

            (c)   reference to writing or similar expressions includes, unless
                  otherwise specified, transmission by telecopier or comparable
                  means of communication;

            (d)   references to a "COMPANY" shall be construed so as to include
                  any company, corporation or other body corporate, wherever and
                  however incorporated or established;

            (e)   references to a "PERSON" shall be construed so as to include
                  any individual, firm, company, government, state or agency of
                  a state, local authority or government body or any joint
                  venture, association or partnership (whether or not having
                  separate legal personality);

            (f)   reference to a person includes a reference to that person's
                  legal personal representatives and successors;

13

<PAGE>

            (g)   a reference to any statute or statutory provision shall be
                  construed as a reference to (i) the laws of Ireland unless
                  otherwise specified and (ii) the same as it may have been, or
                  may from time to time be, amended, modified or re-enacted;

            (h)   any reference to a "DAY" or a "BUSINESS DAY" shall mean a
                  period of twenty four (24) hours running from midnight to
                  midnight;

            (i)   references to times are to time in Ireland;

            (j)   references to a "MONTH" shall mean a calendar month;

            (k)   a reference to any other document referred to in this
                  Agreement is a reference to that other document as amended,
                  varied, novated or supplemented at any time;

            (l)   any phrase introduced by the terms "INCLUDING", "INCLUDE", "IN
                  PARTICULAR" or other similar expression shall be construed as
                  illustrative and shall not limit the sense or meaning of the
                  words preceding those terms; and

            (m)   references to the singular include the plural and vice versa;
                  and

            (n)   references to the masculine include the feminine and vice
                  versa.

      1.3   All headings and titles are inserted for convenience only. They are
            to be ignored in the interpretation of this Agreement.

      1.4   A reference in Clause 11 and Schedule 4 to the Warrantors'
            knowledge, information, belief or awareness is deemed to include the
            knowledge, information, belief or awareness of the Warrantors and
            the knowledge, information, belief or awareness which the Warrantors
            would have had if the Warrantors had made all reasonable enquiries.

      1.5   Subject to the provisions of Clause 11.8, where any party to this
            Agreement is more than one person then (except in respect of Clauses
            2 and 17):

            (a)   the Warranties, agreements and obligations contained in this
                  Agreement on the part of such parties shall be construed and
                  take effect as joint Warranties, agreements and obligations
                  and the act or default of any one of them shall be deemed to
                  be the act or default of each of them;

            (b)   reference to that party shall refer to each of those persons
                  or any of them as the case may be; and

            (c)   the benefits contained in this Agreement in favour of such
                  party shall be construed and take effect as conferred in
                  favour of all such persons collectively and each of them
                  separately.

14

<PAGE>

      1.6   Where any conversion between euro and US dollars is required to be
            made pursuant to the provisions of this Agreement (a "CONVERSION
            CALCULATION"), the conversion rate to be used for the purposes of
            the Conversion Calculation shall be the mean of the euro/US dollar
            exchange rates for each of the twenty (20) Business Days immediately
            prior to the date on which the Conversion Calculation is made, as
            calculated by the Exchange Rate Office of the Central Bank of
            Ireland.

2.    SALE AND PURCHASE

      2.1   The Seller agrees to sell as beneficial owner and the Buyer shall
            purchase the Shares free from all Encumbrances together with all
            rights of any nature whatsoever now or after the date of this
            Agreement attaching or accruing to them.

      2.2   The Seller waives and shall procure that there will be waived before
            Completion, all rights of pre-emption and other restrictions on
            transfer over the Shares conferred on it or any other person under
            the articles of association of any Target Group Company or
            otherwise.

3.    CONSIDERATION

      3.1   The aggregate Consideration payable by the Buyer to the Seller for
            the Shares is the sum of the Initial Consideration and the Earn-Out
            Consideration (if any)

            (a)   Minus any sums payable by the Warrantors or the Seller to the
                  Buyer pursuant to Clauses 8 and/or 13.6; and

            (b)   Plus any sums payable by the Buyer to the Seller.

      3.2   On Completion the Buyer shall pay the Initial Consideration to the
            Seller.

4.    EARN-OUT CONSIDERATION

      4.1   Subject to the remaining provisions of this Clause 4, the Earn-Out
            Consideration (if any) shall be payable by the Buyer to the Seller
            within ten (10) Business Days of the Earn-Out Accounts Date. For the
            avoidance of doubt, the payment obligation of the Buyer contained in
            this Clause 4.1 shall not be affected by the termination (whether
            voluntary or otherwise) of any Warrantor's employment with the
            Target Group at any time prior to the end of the Earn-Out Period.

      4.2   If, during the Earn-Out Period, the Buyer or any Target Group
            Company suffers loss as a result of any breach by any of the
            Warrantors of their respective Service Contracts then, to the extent
            that any such loss has not already been recovered by the Buyer or
            the relevant Target Group Company from the Escrow Fund or reimbursed
            by the Warrantor who was in breach of the Service Contract, the
            amount of the Earn-Out Consideration (if any)

15

<PAGE>

            payable to the Seller for the sale of the Shares shall be reduced by
            the amount of such loss.

      4.3   The Earn-Out Consideration shall not exceed USD17,600,000 (seventeen
            million, six hundred thousand US dollars).

      4.4   The EBIT Consideration (if any) payable under this Agreement shall
            be calculated as follows:

            (a)   Where Annualised EBIT is less than sixty (60) percent of the
                  EBIT Target, the EBIT Consideration payable to the Seller
                  shall be nil.

            (b)   Where Annualised EBIT is equal to sixty (60) percent of the
                  EBIT Target, the EBIT Consideration payable to the Seller
                  shall be an amount equal to USD5,333,000 (five million three
                  hundred and thirty three thousand US dollars).

            (c)   Where Annualised EBIT is equal to ninety (90) percent of the
                  EBIT Target, the EBIT Consideration payable to the Seller
                  shall be an amount equal to USD10,667,000 (ten million six
                  hundred and sixty seven thousand US dollars).

            (d)   Where Annualised EBIT is equal to or greater than one hundred
                  and ten (110) percent of the EBIT Target, the EBIT
                  Consideration payable to the Seller shall be an amount equal
                  to USD11,733,000 (eleven million seven hundred and thirty
                  three thousand US dollars).

            (e)   Where Annualised EBIT is greater than sixty (60) percent of
                  the EBIT Target but less than ninety (90) percent of the EBIT
                  Target, the EBIT Consideration shall be calculated pro rata by
                  reference to the amounts payable under Clauses 4.4(b) and
                  4.4(c).

            (f)   Where Annualised EBIT is greater than ninety (90) percent of
                  the EBIT Target but less than one hundred and ten (110)
                  percent of the EBIT Target, the EBIT Consideration shall be
                  calculated pro rata by reference to the amounts payable under
                  Clauses 4.4(c) and 4.4(d).

      4.5   No Revenue Consideration shall be payable under this Agreement
            unless the Annualised EBIT is equal to or greater than sixty (60)
            percent of the EBIT Target.

      4.6   Subject to Clause 4.5, the Revenue Consideration (if any) payable
            under this Agreement shall be calculated as follows:

            (a)   Where the Annualised Revenue Amount is less than sixty (60)
                  percent of the Revenue Target, the Revenue Consideration
                  payable to the Seller shall be nil.

16

<PAGE>

            (b)   Where the Annualised Revenue Amount is equal to sixty (60)
                  percent of the Revenue Target, the Revenue Consideration
                  payable to the Seller shall be an amount equal to USD2,667,000
                  (two million six hundred and sixty seven thousand US dollars).

            (c)   Where the Annualised Revenue Amount is equal to ninety (90)
                  percent of the Revenue Target, the Revenue Consideration
                  payable to the Seller shall be an amount equal to USD5,333,000
                  (five million three hundred and thirty three thousand US
                  dollars).

            (d)   Where Annualised Revenue is equal to or greater than one
                  hundred and ten (110) percent of the Revenue Target, the
                  Revenue Consideration payable to the Seller shall be an amount
                  equal to USD5,867,000 (five million eight hundred and sixty
                  seven thousand US dollars).

            (e)   Where the Annualised Revenue Amount is greater than sixty (60)
                  percent of the Revenue Target but less than ninety (90)
                  percent of the Revenue Target, the Revenue Consideration
                  payable to the Seller shall be calculated pro rata by
                  reference to the amounts payable under Clauses 4.6(b) and
                  4.6(c).

            (f)   Where the Annualised Revenue Amount is greater than ninety
                  (90) percent of the Revenue Target but less than one hundred
                  and ten (110) percent of the Revenue Target, the Revenue
                  Consideration payable to the Seller shall be calculated pro
                  rata by reference to the amounts payable under Clauses 4.6(c)
                  and 4.6(d).

      4.7   For the purposes of this Clause 4:

            (a)   "ANNUALISED EBIT" means:

                  (A/18) x 12

                  where "A" is EBIT;

            (b)   "ANNUALISED REVENUE AMOUNT" means:

                  (B/18) x 12

                  where "B" is the Revenue Amount; and

            (c)   the Annualised EBIT and the Annualised Revenue Amount shall be
                  calculated on the basis of the Earn-Out Accounts, which shall
                  be prepared and agreed in accordance with the provisions of
                  Schedule 6.

5.    CONDITIONS

      5.1   Completion is subject to and conditional upon the following
            conditions being satisfied, or in the case of the Conditions in
            Clauses 5.1(a) to 5.1(j), waived by the Buyer, on or before the
            Completion Date:

17

<PAGE>

            (a)   Such third party consents, approvals, authorisations or
                  releases (including the consent of Enterprise Ireland and
                  Ulster Bank) as are necessary for the completion of the sale
                  and transfer of the Shares being obtained by the Seller and
                  the Buyer as the case may be.

            (b)   A letter, in a form reasonably satisfactory to the Buyer,
                  addressed to each Target Group Company from each of BT,
                  Commander Australia Limited and TT Electronic Manufacturing
                  Services Limited confirming its consent to the transaction
                  contemplated by this Agreement and waiving any rights they may
                  have to terminate their respective contracts with the Target
                  Group as a result of such transaction.

            (c)   An agreement in a form reasonably satisfactory to the Buyer
                  between Commander Australia Limited, Lake Holdings Limited,
                  the Buyer and the Target Group Companies novating the existing
                  contract between Commander Australia Limited and Lake Holdings
                  Limited for the benefit of the Buyer and the Target Group.

            (d)   The Warranties being true and correct in all material respects
                  both on the date of this Agreement and on Completion subject
                  to the matters disclosed in the Disclosure Letter and the
                  Completion Disclosure Letter respectively.

            (e)   There having been no material adverse change in the Target
                  Group's business, assets or financial condition since the Last
                  Accounting Date and the Warrantors not being aware of any fact
                  or circumstance which is likely to cause a material adverse
                  change to the prospects of the Target Group other than
                  exchange rate movements between the euro and the US dollar.

            (f)   Evidence in a form satisfactory to the Buyer that before, or
                  as soon as practicable, and in any event within ten (10)
                  Business Days, following Completion, the security registered
                  in the Companies Registration Office in Dublin, or the
                  companies registry of any other jurisdiction in which a member
                  of the Target Group is incorporated or the trademark, patent
                  or land registry of any jurisdiction world-wide which is
                  created in favour of Ulster Bank Limited or Ulster Bank
                  Markets Limited or Ulster Bank Commercial Services Limited or
                  any other person by any member of the Target Group will be
                  released;

            (g)   No temporary restraining order or preliminary or permanent
                  injunction, judgment, order or decree or any court or
                  governmental or regulatory authority or competent jurisdiction
                  prohibiting the sale and purchase of the Shares or the other
                  transactions contemplated hereby being in effect.

            (h)   No suit, action or proceeding being pending or threatened
                  before or by any court or governmental or regulatory authority
                  (A) seeking to

18

<PAGE>

                  restrain or prohibit the sale and purchase of the Shares or
                  other transactions contemplated hereby or (B) seeking damages
                  or other relief in connection with the execution and delivery
                  of this Agreement or the consummation of the purchase and sale
                  of the Shares and the other transactions contemplated hereby.

            (i)   Save as contemplated by Clause 5.1(j), no change having taken
                  place to the capital structure of any Target Group Company,
                  including without limitation, any transfer issue, purchase or
                  redemption of shares or variation in any of the rights
                  attaching to shares.

            (j)   The acquisition and/or redemption by the Seller or a Target
                  Group Company of all of the issued shares in LET and Fernway
                  not owned by the Seller or a Target Group Company, at no net
                  cost to the Target Group or the Buyer.

            (k)   The Target Group having been "de-grouped" from the Seller's
                  VAT group.

      5.2   The Buyer shall be entitled at its discretion to waive compliance in
            whole or in part with the Conditions on any terms it decides.

      5.3   The Seller and the Warrantors shall use all reasonable endeavours to
            achieve satisfaction of each of the Conditions set out in Clauses
            5.1(a) to 5.1(j) as soon as possible before the date set for
            Completion in Clause 7.1, and the Parent agrees, for the purposes of
            the Seller obtaining the consent of Enterprise Ireland ("EI") (as
            required by Clause 5.1(a)) and the consent of TT Electronic
            Manufacturing Services Limited ("TTEMS") (as required by Clause
            5.1(b)), to:

            (a)   give a letter of comfort to TTEMS in substantially the same
                  form as the letter of comfort given by the Seller to TTEMS
                  prior to the date of this Agreement; and

            (b)   to enter into a guarantee with EI whereby the Parent and/or
                  the Buyer undertakes to guarantee the payment obligations of
                  LDL and LCL pursuant to the grants set out in Schedule 1 of a
                  draft letter dated 10th September, 2004 from EI to Caoimhin
                  O'Laoi;

            (copies of which have been furnished to the Parent prior to the
            execution of this Agreement).

      5.4   If at any time the Seller or the Warrantors become aware of a fact
            or circumstance that appears likely to prevent any of the Conditions
            being satisfied, they shall inform the Buyer as soon as practicable,
            but in any event no later than two (2) Business Days after the date
            on which the Seller or the Warrantors become so aware.

19

<PAGE>

      5.5   (a)   A draft of the Completion Disclosure Letter will be provided
                  to the Buyer and the Buyer's Solicitors at least five (5)
                  Business Days prior to the date set for Completion in Clause
                  7.1.

            (b)   The Completion Disclosure Letter shall only disclose facts or
                  circumstances that are exceptions to the Warranties that occur
                  between the date of this Agreement and Completion.

            (c)   Having reviewed the facts and circumstances disclosed in the
                  Completion Disclosure Letter:

                  (i)   if the facts and circumstances disclosed in the
                        Completion Disclosure Letter disclose breaches of
                        Warranties with a value equal to or in excess of
                        USD100,000, the Buyer may, in its sole discretion,
                        rescind this Agreement; or

                  (ii)  if the facts and circumstances disclosed in the
                        Completion Disclosure Letter disclose breaches of
                        Warranties with a value less than USD100,000, the Buyer
                        shall not rescind this Agreement on the basis of such
                        disclosures.

            (d)   Notwithstanding the provisions of Clause 5.5(c) or any other
                  provision of this Agreement, if facts or circumstances are
                  disclosed in the Completion Disclosure Letter which constitute
                  a breach of the Warranties between the date of this Agreement
                  and Completion, such facts or circumstances shall not qualify
                  the Warranties in any way and the limitations set out in
                  Clauses 13.1(a) and 13.1(b) shall not apply to claims for
                  breach of Warranty arising from matters disclosed in the
                  Completion Disclosure Letter ("COMPLETION WARRANTY CLAIMS").

                  If any facts or circumstances that are exceptions to the
                  Warranties occur between the date of this Agreement and
                  Completion but are not disclosed in the Completion Disclosure
                  Letter, then Clauses 13.1(a) and 13.1(b) shall not apply to
                  claims for breach of Warranty arising from such facts or
                  circumstances which are made after Completion. However, for
                  the avoidance of doubt, the provisions of this Clause 5.5(d)
                  shall not affect the application of Clauses 13.1(a) and
                  13.1(b) to claims arising after Completion in respect of any
                  breach of the Warranties which is not based on (i) facts or
                  circumstances disclosed in the Completion Disclosure Letter or
                  (ii) facts or circumstances which occurred between the date of
                  this Agreement and Completion.

      5.6   Subject to Clause 5.8, if any of the Conditions have not been
            satisfied by 11 am on the date set for Completion in Clause 7.1,
            then on that date the Buyer may at its option (but without prejudice
            to any other right or remedy it may have) by notice in writing to
            the Seller:

            (a)   waive the Conditions;

20

<PAGE>

            (b)   postpone the date for Completion to a date falling not more
                  than thirty (30) Business Days after the date set for
                  Completion in Clause 7.1; or

            (c)   rescind this Agreement.

      5.7   If the Buyer postpones the date for Completion in accordance with
            Clause 5.6 then the provisions of this Agreement shall apply as if
            the date set for Completion in Clause 7.1 were the date to which
            Completion is so postponed.

      5.8   The Buyer may only elect to postpone the date for Completion in
            accordance with Clause 5.6 on one occasion.

      5.9   If the Buyer elects to rescind this Agreement in accordance with
            Clauses 5.5 or 5.6 then all rights and obligations of the parties
            shall cease to have effect immediately upon rescission except that
            rescission shall not affect the accrued rights and obligations of
            the parties at the date of rescission provided that the maximum
            aggregate liability of any party pursuant to this Clause 5.9 shall
            not exceed USD200,000 (two hundred thousand US dollars).

6.    ACTIONS PENDING COMPLETION

      6.1   The Warrantors and the Seller hereby covenant with and undertake to
            the Buyer that neither they nor any Target Group Company shall at
            any time prior to Completion without the prior written consent of
            the Buyer deliberately do, allow or procure any act or omission
            which would (or would be likely to) cause, constitute or result in a
            breach of the Warranties or which would cause any of the Warranties
            to be untrue, incorrect or misleading. If such an act or omission
            shall occur prior to Completion, the Seller and the Warrantors shall
            take all necessary steps to remedy (to the extent that it is
            possible to do so) the situation resulting or likely to result in a
            breach of Warranty.

      6.2   The Warrantors and the Seller hereby covenant with and undertake to
            the Buyer that no action will be deliberately taken (save as herein
            otherwise contemplated or required) by the Warrantors, the Seller or
            any Target Group Company which prejudices the continuance for the
            benefit of a Target Group Company of any or all contracts,
            engagements, business connections and orders subsisting at the date
            hereof or hereafter in relation to the Business. If such action
            shall be taken, the Seller and the Warrantors shall take all
            necessary steps to remedy (to the extent that it is possible to do
            so) the situation and prevent the discontinuance of any such
            contract, engagement, business connection or order.

      6.3   The Warrantors and the Seller hereby covenant with and undertake to
            the Buyer that the Buyer and its agents will, upon reasonable
            notice, be allowed access to the books and records of each Target
            Group Company including, without limitation, the statutory books,
            minute books, leases and contracts in the possession or control of a
            Target Group Company.

21

<PAGE>

      6.4   The Warrantors and the Seller hereby covenant with and undertake to
            the Buyer that the Warrantors and the Seller shall not, at any time
            prior to Completion:

            (a)   dispose or attempt to dispose of any interest in the Shares or
                  grant any option over, or mortgage, charge or otherwise
                  encumber or dispose of any of the Shares; or

            (b)   enter into discussions with any persons as regards the Shares
                  or any possible sale of the Business or a material part of the
                  Business.

      6.5   Without prejudice to the foregoing, the Warrantors and the Seller
            hereby covenant with and undertake to the Buyer that each Target
            Group Company shall not at any time prior to Completion without the
            prior written consent of the Buyer:

            (a)   except as contemplated by Condition 5.1(j), permit or cause to
                  be proposed any alteration to its share capital (including any
                  increase thereof) or the rights attaching to its shares;

            (b)   except as contemplated by Condition 5.1(j), create, allot,
                  issue, redeem, consolidate, convert or sub-divide any share or
                  loan capital or grant or agree to grant any options for the
                  issue of any share or loan capital;

            (c)   except as contemplated by Condition 5.1(j), subscribe or
                  otherwise acquire, or dispose of any shares in the capital of
                  any company;

            (d)   acquire or dispose of the whole or part of the undertaking of
                  it or of any other person, firm or company or acquire or
                  dispose of an asset except in the ordinary course of its
                  business or assume or incur a liability, obligation or expense
                  (actual or contingent) except in the ordinary course of its
                  business;

            (e)   except as contemplated by Condition 5.1(j), send any notice to
                  its shareholders or pass any shareholder resolution;

            (f)   cease or propose to cease to carry on its business or be wound
                  up or enter into receivership, or any form of management or
                  administration over its assets;

            (g)   permit or suffer any of its insurances to lapse or do anything
                  which would make any policy of insurance void, null or
                  voidable or might result in an increase in the premium payable
                  under any policy of insurance or prejudice the ability to
                  effect equivalent insurance in the future;

            (h)   apply or permit its directors to apply to petition to the
                  Court for an examinership or similar order to be made in
                  respect of it;

22

<PAGE>

            (i)   make any change to its auditors, its bankers or the terms of
                  the mandate given to such bankers in relation to its
                  account(s), or its accounting reference date;

            (j)   except as contemplated by Condition 5.1(j) or by execution of
                  the Lease, enter into or vary any transaction or arrangement
                  with, or for the benefit of any of its directors or
                  shareholders or any other person who is a Connected Person
                  with any of its directors or shareholders;

            (k)   borrow monies (other than by way of its agreed overdraft
                  facility) or accept credit (other than normal trade credit) or
                  make payments out of or drawings on its bank accounts other
                  than in accordance with its usual practice prior to the date
                  of this Agreement or amend the terms of its borrowings or
                  indebtedness in the nature of borrowing;

            (l)   make any payment otherwise than on an arm's length basis;

            (m)   enter into or give or permit or suffer to subsist any
                  guarantee of or indemnity or contract of suretyship for or
                  otherwise commit itself in respect of the due payment of money
                  or the performance of any contract, engagement or obligation
                  of any other person or body;

            (n)   propose, pay, declare or make any dividend or propose, declare
                  or make any other distribution;

            (o)   enter into any partnership or joint venture;

            (p)   incur any capital expenditure (including obligations under
                  hire purchase and leasing arrangements) exceeding in aggregate
                  EUR100,000 (one hundred thousand euro) or as regards any
                  single item EUR50,000 (fifty thousand euro);

            (q)   dispose of any asset of a capital nature with a book or market
                  value in excess of EUR25,000 (twenty five thousand euro);

            (r)   provide a gratuitous benefit to an officer or employee (or any
                  of their dependants) or employ, engage or terminate the
                  employment or engagement of a person other than a new accounts
                  manager;

            (s)   vary or make any binding decisions on the terms of employment
                  and service of any officer or employee increase or vary the
                  salary or other benefits of any such officer or employee or
                  appoint or dismiss any officer or such employee;

            (t)   create or permit the creation of or suffer to subsist any
                  Encumbrance over the whole or any part of its assets or redeem
                  any Encumbrance over any asset of any Target Group Company;

23

<PAGE>

            (u)   make any loan or give any credit (other than normal trade
                  credit) or acquire any loan capital of any corporate body
                  (wherever incorporated);

            (v)   surrender or agree to any material change in the terms of any
                  substantial agreement to which it is from time to time a
                  party;

            (w)   enter into or amend or vary any leasing, hire, hire purchase
                  or other agreement for payment on deferred terms or any
                  unusual or onerous contract or any other material or major or
                  long term contract;

            (x)   make any change in its business or do any act or thing
                  (including, for the avoidance of doubt, process accounts
                  receivable and/or accounts payable) outside the ordinary
                  course of its business;

            (y)   conduct any litigation (save for the collection of debts
                  arising in the ordinary course of business) or settle or
                  compromise any claim or dispute or waive a right in relation
                  to litigation or arbitration proceedings;

            (z)   make a claim under Section 597 of the TCA which affects an
                  asset owned by any Target Group Company; or

            (aa)  amend or discontinue (wholly or partly) any of the Pension
                  Schemes (as defined in paragraph 16(a) of Schedule 4) or
                  communicate to any member or former member, officer or
                  employee of any of the Pension Schemes a plan, proposal or an
                  intention to amend, discontinue (wholly or partly), or
                  exercise a discretion, in relation to such Pension Scheme.

      6.6   The Warrantors and the Seller undertake to the Buyer to co-operate
            with the Buyer to:

            (a)   ensure the efficient continuation of management of the Target
                  Group after the date of this Agreement; and

            (b)   prepare for the introduction of the Buyer's Code of Ethics in
                  readiness for Completion.

      6.7   Within two (2) Business Days of the date of this Agreement, the
            Seller shall send to the holders of shares in the Target Group
            Companies who are employees or former employees of the Target Group
            or Seller Group or which are not another Target Group Company (the
            "THIRD PARTY SHAREHOLDERS") the Notices of Extraordinary General
            Meeting required to initiate the procedure for the redemption and
            cancellation of shares held by the Third Party Shareholders.

24

<PAGE>

7.    COMPLETION

      7.1   Completion shall take place at the offices of the Buyer's Solicitors
            on 28th February, 2005.

      7.2   At Completion the Seller shall deliver or procure to be delivered to
            the Buyer those items set out in Schedule 3.

      7.3   The Seller shall procure that the directors of each Target Group
            Company shall convene and at Completion hold a meeting of board of
            directors at which the directors shall (to the extent relevant to
            each such company):

            (a)   vote in favour of the registration of the Buyer and/or its
                  nominee(s) as member(s) of the company in respect of the
                  Shares (subject to the production of duly stamped transfers);

            (b)   revoke all existing mandates for the operation of bank
                  accounts and issue new mandates giving authority to persons
                  nominated by the Buyer;

            (c)   change the registered office of the company to such place as
                  is nominated by the Buyer;

            (d)   change the financial year end of the company to 31st December;

            (e)   appoint such persons as the Buyer may nominate as directors,
                  secretary and auditors of the company with immediate effect
                  and approve the resignations of such persons as directors,
                  secretary and auditors as may be required by the Buyer;

            (f)   convene an extraordinary general meeting of the company to
                  consider a resolution to adopt Articles of Association in a
                  form approved by the Buyer;

            (g)   approve and authorise the execution by the company of the Tax
                  Deed; and

            (h)   approve and authorise the execution by the company of any of
                  the Service Agreements (if any) to which it is a party.

      7.4   The Warrantors and the Seller shall procure at Completion:

            (a)   the payment of all monies owing to each Target Group Company
                  (whether then due for payment or not) by the Seller or the
                  Warrantors or any director of any Target Group Company or by
                  any of them or any Connected Person;

            (b)   the release of any and all guarantees or indemnities or
                  security given by any Target Group Company for or on behalf of
                  the Seller or the

25

<PAGE>

                  Warrantors or for or on behalf of any director of any Target
                  Group Company or for or on behalf of any of them or any
                  Connected Person.

      7.5   The Seller and the Warrantors shall procure at Completion that:

            (a)   any Intellectual Property or Know-How owned, used or held by
                  the Warrantors or the Seller Group is assigned or otherwise
                  transferred to one of the Target Group Companies;

            (b)   the rights and claims (if any) of the Warrantors and any
                  member of the Seller Group in connection with past
                  infringements of the Intellectual Property Rights or any
                  inventions or discoveries described therein shall be assigned
                  to one of the Target Group Companies; and

            (c)   that an amount equal to the Escrow Amount is paid to the
                  Escrow Agents who shall deal with the same in accordance with
                  terms of the Escrow Agreement.

      7.6   The Seller and the Warrantors shall, and shall procure that any
            member of the Seller Group shall:

            (a)   assign and/or deliver to a Target Group Company any asset
                  whatever (including bank balances, agencies or appointments)
                  in their name or in the name of a company or companies
                  controlled by them which asset is related to the Business of
                  any Target Group Company carried on at Completion;

            (b)   irrevocably waive any claims against any Target Group Company
                  its agents, or employees which they may have outstanding at
                  Completion.

      7.7   At Completion, each of the parties thereto shall enter into the Tax
            Deed.

      7.8   At Completion the Buyer shall deliver to the Seller's Solicitors
            (whose receipt shall be an absolute discharge therefor):

            (a)   the Consideration referred to in Clause 3.2 by way of wire
                  transfer for same day value to a bank account nominated by the
                  Seller's Solicitors; and

            (b)   the Tax Deed duly executed by the Buyer.

      7.9   The Buyer shall not be obliged to complete this Agreement unless:

            (a)   the Seller complies fully with all its obligations under
                  Clauses 6 and 7; and

            (b)   the purchase of all of the Shares is completed in accordance
                  with the provisions of this Agreement on the Completion Date
                  (but if the Buyer exercises its option pursuant to Clause
                  7.10(a), completion of the

26

<PAGE>

                  purchase of some of the Shares does not affect the Buyer's
                  rights in connection with the others).

      7.10  If Completion does not take place on the date set for Completion in
            Clause 7.1 because the Seller fails to comply with any of its
            obligations under this Clause 7, the Buyer may by notice to the
            Seller:

            (a)   proceed to Completion to the extent reasonably practicable;

            (b)   postpone Completion to a date not more than thirty (30)
                  Business Days after the date set for Completion in Clause 7.1;
                  or

            (c)   terminate this Agreement.

      7.11  If the Buyer postpones Completion to another date in accordance with
            Clause 7.10(a), the provisions of this Agreement apply as if that
            other date is the date set for Completion in Clause 7.1.

      7.12  If the Buyer terminates the Agreement pursuant to Clause 7.10(c),
            each party's further rights and obligations cease immediately on
            termination, but termination does not affect a party's accrued
            rights and obligations at the date of termination.

      7.13  Prior to registration of stock transfer forms in respect of the
            Shares in the register of shareholders of each relevant Target Group
            Company and after Completion, the Seller shall co-operate in any
            manner required by the Buyer for the convening, holding at short
            notice and conduct of general meetings of each Target Group Company,
            shall execute on a timely basis all proxy forms, appointments of
            representatives, documents of consent to short notice and such like
            that the Buyer may require, and shall generally act in all respects
            as the nominee and at the direction of the Buyer in respect of the
            Shares sold by it and all rights and interests attaching thereto and
            shall issue letters of direction to the registered holders of any of
            the Shares who hold such shares as its nominee requiring them to act
            on the instructions of the Buyer for the aforesaid purposes.

      7.14  The Seller and the Buyer shall, within five (5) Business Days of
            Completion, give to each Target Group Company such notice as is
            required by Section 53 of the Companies Act, 1990.

8.    COMPLETION ACCOUNTS

      8.1   The Completion Accounts shall be prepared and agreed in accordance
            with the provisions of Schedule 9.

      8.2   If the Completion Accounts show (i) a Net Asset Value for the Target
            Group less than EUR997,090 (nine hundred and ninety-seven thousand
            and ninety euro) (the "TARGET NAV") and/or (ii) any Indebtedness
            (other than the finance and operating leases set out in Schedule 11)
            and/or (iii) the Inter-Company

28

<PAGE>

            Indebtedness is greater than the Target Inter-Company Indebtedness,
            the Initial Consideration shall be reduced on a dollar for dollar
            basis by an amount equal to (i) the amount by which the Net Asset
            Value shown in the Completion Accounts is less than the Target NAV
            and (ii) an amount equal to the amount of the Indebtedness (other
            than the finance and operating leases set out in Schedule 11) shown
            in the Completion Accounts and (iii) the amount by which the
            Inter-Company Indebtedness exceeds the Target Inter-Company
            Indebtedness (the "INITIAL CONSIDERATION REDUCTION").

      8.3   The Initial Consideration Reduction (if any) shall be paid to the
            Buyer by the Seller as soon as practicable following, and in any
            event within five (5) Business Days of, the Completion Accounts
            Date. Any amount payable to the Buyer under this Clause 8 shall, to
            the extent payment by the Seller is not made in accordance with the
            terms of this Clause, be set-off against any other monies owing or
            which may become owing by the Buyer or the Target Group Companies to
            the Seller, including, without limitation to the generality of the
            foregoing and to Clause 14, the Earn-Out Consideration.

      8.4   If the Target Group has not received the Motorola Payment in full by
            the date falling one hundred and twenty (120) days after the last
            Business Day of June, 2005 (the "PAYMENT DATE"), then the Seller
            shall pay to the Buyer as soon as practicable following, and in any
            event within five (5) Business Days of, the Payment Date an amount
            equal to the difference between the amount of the Motorola Payment
            and the amount (if any) received by the Target Group in respect of
            the Motorola Payment (the "SELLER PAYMENT"). If, after the Seller
            Payment has been made in full to the Buyer, Motorola pays an amount
            to the Target Group in respect of the Motorola Payment, then the
            Buyer shall pay an amount equal to such amount received from
            Motorola to the Seller within five (5) Business Days of receipt by
            the Buyer of such payment from Motorola.

9.    CONDUCT OF BUSINESS POST-COMPLETION

      9.1   From the Completion Date all financial statements, records and
            reports of the Target Group shall be prepared in accordance with the
            accounting principles, standards and practices generally accepted in
            the United States of America from time to time ("US GAAP"). For the
            avoidance of doubt, nothing in this Clause 9.1 shall require the
            Completion Accounts or the Earn-Out Accounts to be prepared in
            accordance with US GAAP. Where any statutory or regulatory provision
            requires financial statements or returns to be prepared in
            accordance with the accounting principles, standards and practices
            generally accepted in Ireland from time to time ("IRISH GAAP"), the
            Target Group Companies shall take the necessary steps to allow such
            statements or returns to be prepared in accordance with Irish GAAP.

      9.2   Subject to the remaining provisions of this Clause 9, the Buyer
            hereby undertakes with the Seller that neither it nor any member of
            the Buyer Group nor any Target Group Company shall, for as long as
            the Target Group achieves the following cumulative EBITDA figures
            (i) for the quarter ending 31st December, 2004, break-even (ii) for
            the quarter ending

28

<PAGE>

            31st March 2005, USD981,000 (nine hundred and eighty one thousand US
            dollars) (iii) for the quarter ending 30th June, 2005, USD2,038,000
            (two million and thirty eight thousand US dollars) and (iv) for the
            quarter ending 30th September, 2005, USD3,466,000 (three million
            four hundred and sixty six thousand US dollars), without the prior
            written consent of the Seller, at any time between the Completion
            Date and the Earn-Out Date:

            (a)   cause or require any Target Group Company to sell or otherwise
                  dispose of any substantial or material part of its undertaking
                  or assets which will result in a material adverse change in
                  the nature of the Business of the Target Group during the
                  Earn-Out Period;

            (b)   cause the costs of the Target Group to be reduced to a level
                  which is not consistent with maintaining the levels of growth
                  in revenue achieved by the Target Group in the two (2) years
                  prior to Completion;

            (c)   cease to use the name used by the Target Group or a Target
                  Group Company at Completion in the carrying on of the Business
                  (save that reference may be made to the Buyer Group and any of
                  its trade names/brands in connection with such name used by
                  the Target Group);

            (d)   cause the costs of the Target Group to be increased to a level
                  which is beyond that contemplated by the Business Plan and
                  which is not reasonably required in order to maintain the
                  levels of growth in revenue achieved by the Target Group in
                  the two (2) years prior to Completion;

            (e)   require the transfer of any of the Intellectual Property
                  Rights by any Target Group Company to the Buyer Group or a
                  third party but, for the avoidance of doubt, this shall not
                  prevent any company in the Buyer Group from using such
                  Intellectual Property Rights in its business or products;

            (f)   without good cause procure a restructuring of the Business or
                  any part thereof or cause the Business or any part thereof to
                  be terminated or wound down where the likely effect of such
                  action would reduce the earning capacity of the Target Group;

            (g)   subject and without prejudice to Clause 9.7, knowingly
                  interfere with or do anything calculated to impair or
                  materially adversely affect the relationship of any Target
                  Group Company with customers of the Target Group;

            (h)   require any member of the Target Group to enter into any
                  transaction with any member of the Buyer Group or any party
                  whatsoever which is not on arm's length terms;

29

<PAGE>

            (i)   remove or appoint any directors of the Target Group Companies,
                  other than any A Directors; or

            (j)   breach the terms of the Service Agreements.

      9.3   Any member of the Buyer Group may allocate any of its overheads or
            costs to any Target Group Company but such allocation shall not be
            used to reduce the amount of the Earn-Out Consideration payable to
            the Seller pursuant to this Agreement if it has a net negative
            effect on EBIT or the Revenue Amount of the Target Group during the
            Earn-Out Period unless:

                  (i)   the allocation is in an area where the existing
                        overheads and costs of the relevant Target Group Company
                        have been reduced by changes effected as a result of the
                        Buyer acquiring the Target Group (for example, and
                        without prejudice to the generality of the foregoing,
                        where a pre-Completion contract for a service is
                        terminated and the Buyer instead allocates a reasonable
                        portion of the cost of obtaining a replacement service
                        for the Buyer Group and the Target Group as a whole to
                        the relevant Target Group Company); or

                  (ii)  the allocation is of a direct cost directly and only
                        attributable to the operation of the Target Group
                        Companies (in which case the allocation shall not exceed
                        the amount of the direct cost so allocated) but,
                        notwithstanding the generality of the foregoing
                        provisions of this Clause 9.3(ii), members of the Buyer
                        Group shall not allocate administrative or support costs
                        to the Target Group Companies but may allocate third
                        party legal, accounting and network communications costs
                        directly attributable to the Target Group Companies to
                        any Target Group Company.

      9.4   If the Seller seeks to withhold or delay its consent for the
            purposes of Clause 9.2 and has reasonably demonstrated to the Buyer
            that the course of action or omission proposed is likely to have a
            material adverse effect on the ability of the Target Group to
            achieve the EBIT Target and the Revenue Target, then the Buyer may
            nevertheless proceed with the proposed action or omission provided
            that the direct negative financial effect of only the particular act
            or omission in question shall be disregarded when determining
            whether the EBIT Target and the Revenue Target have been achieved.

      9.5   The Warrantors will procure (insofar as possible) that, without the
            prior written consent of the Buyer, they will not act, and will not
            cause any Target Group Company to act, outside the ordinary course
            of business at any time between the Completion Date and the Earn-Out
            Date, or, without prejudice to the generality of the foregoing, to:

30

<PAGE>

            (a)   Materially change the accounting practices, standards or
                  principles used in the preparation of any financial statements
                  or accounts (whether audited or unaudited) of any Target Group
                  Company;

            (b)   Materially change the pricing or discounting policies of any
                  Target Group Company in relation to the Business provided
                  that, for the avoidance of doubt, the Buyer acknowledges and
                  accepts that its prior consent shall not be required:

                  (i)   with respect to the roll out by the Target Group of its
                        new SIGMA product (should this occur during the Earn-Out
                        Period) aimed at the high-volume low-margin end of the
                        Business, in respect of which product the Target Group
                        shall be entitled to lower its profit margin in
                        comparison to those currently achieved on other products
                        sold by the Business;

                  (ii)  with respect to the grant of discounts by the Target
                        Group under its existing contract with BT for the supply
                        of certain products in South Africa (further details of
                        which are set out in the Disclosure Letter), provided
                        that such discounts are not in excess of what is
                        reasonable and necessary to safeguard the Target Group's
                        position under such contract;

            (c)   Do or omit to do anything which will cause or is likely to
                  cause Enterprise Ireland or the European Community to make a
                  claim against the Buyer or any Target Group Company for
                  repayment of any amounts paid by Enterprise Ireland or
                  Forbairt, or the European Community respectively, to any
                  Target Group Company or member of the Seller Group;

            (d)   Delay capital expenditure or other expenditure which would be
                  prudent in connection with the Business, its long-term
                  development or the assets of the Target Group until after the
                  Earn-Out Date; or

            (e)   Materially change the principles and policies underlying the
                  compensation, incentive and bonus payments to employees and
                  officers of any Target Group Company.

      9.6   Subject to the provisions of Clause 9.7, each party to this
            Agreement hereby covenants with and undertakes to the other parties
            to use his or its skills and all reasonable endeavours to promote
            the Business and the interests of the Target Group.

      9.7   The Warrantors and the Seller hereby acknowledge that:

            (a)   products and services designed, manufactured, sold,
                  distributed or serviced by the Buyer Group do, at the date of
                  this Agreement, and will, during the Earn-Out Period and
                  thereafter, compete with products and services designed,
                  manufactured, sold, distributed or serviced by

31

<PAGE>

                  the Target Group in the United States of America and elsewhere
                  and that the Seller shall have no claim against the Buyer or
                  the Buyer Group in connection with or arising out of such
                  competition or the sales, marketing or purchasing policies of
                  any member of the Buyer Group, or any transactions between the
                  Buyer Group and any customer or prospective customer of the
                  Target Group, whether in relation to the preparation of the
                  Earn-Out Accounts, the payment of the Earn-Out Consideration,
                  the terms of this Agreement or otherwise; and

            (b)   this Agreement does not constitute a warranty, representation,
                  undertaking, obligation or arrangement on the part of the
                  Buyer or any member of the Buyer Group that it or they will
                  buy, distribute or service any products designed,
                  manufactured, sold, distributed or serviced by the Target
                  Group at any time after the date of this Agreement, and
                  nothing in this Agreement shall require the Buyer or any
                  member of the Buyer Group to do so.

      9.8   If any dispute, controversy or difference arises between the Seller
            and the Buyer as to the matters set out in this Clause 9:

            (a)   the Seller and the Buyer shall attempt in good faith to agree
                  the matter which is the subject of the dispute, controversy or
                  difference within twenty (20) Business Days of the dispute,
                  controversy or difference arising (the "DISPUTE DATE");

            (b)   if agreement is not reached within twenty (20) Business Days
                  of the Dispute Date, the Buyer and the Seller shall procure
                  that the matter is referred for arbitration to an arbitrator
                  agreed between the parties or, in default of agreement within
                  twenty five (25) Business Days of the Dispute Date, to an
                  arbitrator nominated by the Chairman for the time being of the
                  Bar Council of Ireland on the written application of either
                  party. The arbitrator shall be a Senior Counsel specialising
                  in Chancery Law, of not less than seven years experience as a
                  Senior Counsel. The arbitration shall be conducted in
                  accordance with the provisions of the Arbitration Acts, 1954
                  to 1998.

            (c)   Where any dispute, controversy or difference is referred to an
                  arbitrator pursuant to this Clause 9, the arbitrator shall
                  determine the issue between the parties and may, in doing so,
                  determine that an appropriate amount is added to or deducted
                  from the Annualised EBIT or the Annualised Revenue Amount.

            (d)   The arbitrator shall set a limited time period and establish
                  procedures designed to reduce the cost and time for discovery
                  while allowing the parties an opportunity, adequate in the
                  sole judgment of the arbitrator, to discover relevant
                  information from the opposing parties about the subject matter
                  of the dispute. The arbitrator shall rule upon motions to
                  compel or limit discovery and shall have the authority to
                  impose sanctions, including legal fees and costs, to the
                  extent as a court of

32

<PAGE>

                  competent law or equity, should the arbitrator determine that
                  discovery was sought without substantial justification or that
                  discovery was refused or objected to without substantial
                  justification.

            (e)   The decision of the arbitrator as to the resolution of any
                  dispute, controversy or difference and to the allocation of
                  the arbitrator's costs and expenses shall be binding and
                  conclusive upon the parties to this Agreement. Such decision
                  shall be written and shall be supported by written findings of
                  fact and conclusions which shall set forth the award,
                  judgment, decree or order awarded by the arbitrator.

            (f)   Judgment upon any award rendered by the arbitrator may be
                  entered in any court having jurisdiction. Any such arbitration
                  shall be held in Dublin and shall be governed by Irish law.

10.   POST-COMPLETION OBLIGATIONS & RIGHTS

      10.1  The Seller will procure that, as soon as practicable after
            Completion (and in any event within thirty (30) days), the name of
            any company in the Seller Group which uses the Name is changed to a
            name that does not include the Name and is not confusingly similar
            thereto.

      10.2  The Seller will procure that, as soon as practicable after
            Completion (and in any event within thirty (30) days), the
            registered address of any company in the Seller Group which is Beech
            House, Greenhills Road, Tallaght, Dublin 24 is changed to another
            registered address.

      10.3  The Seller acknowledges and agrees that the Buyer may, at its sole
            discretion, make an election under 338(g) of the Internal Revenue
            Code of the United States of America with respect to the acquisition
            of the Shares.

      10.4  Following Completion, the Seller shall use its best endeavours to
            procure that LCL is substituted for the Seller as a party to the
            Daidalos Agreement and a recipient of grants thereunder on
            substantially the same terms as those to which the Seller is
            currently subject. If such substitution is not completed by the date
            which is nine months following the Completion Date (the
            "SUBSTITUTION DATE"), the Seller shall pay to the Buyer on the
            Substitution Date the sum of EUR477,250 (four hundred and seventy
            seven thousand and two hundred and fifty euro).

      10.5  Following Completion, if any of the Warrantors or the Seller becomes
            aware of any third party claim (including, for the avoidance of
            doubt, any claim by any Tax Authority) which is likely to result in
            a claim under the terms of this Agreement and/or the Tax Deed, that
            Warrantor or the Seller (as the case may be) shall provide an A
            Director of the Buyer with written details of such claim as soon as
            practicable (and for the purposes of this Clause 10.5, sending the
            relevant details by email shall constitute "written details"), but
            in any event no later than five (5) Business Days after the date on
            which the Warrantor or the Seller (as the case may be) becomes so
            aware.

33

<PAGE>

      10.6  THE ICI GUARANTEE

            (a)   Following Completion, the Parent hereby agrees to guarantee
                  the repayment by the Target Group Companies of the
                  Inter-Company Indebtedness to the Seller in accordance with
                  the terms and conditions of the Inter-Company Indebtedness
                  (the "ICI GUARANTEE").

            (b)   The ICI Guarantee shall be a continuing guarantee and shall
                  continue in full force and effect until the Inter-Company
                  Indebtedness has been paid, discharged or satisfied in full
                  and notwithstanding any insolvency of the Seller or any change
                  in the status of the Seller.

            (c)   The Parent shall not be exonerated or discharged nor shall its
                  liability be affected by any forbearance, whether as to
                  payment, time, performance or otherwise howsoever or by any
                  other indulgence being given to the relevant Target Group
                  Companies or by the variation of the terms of this Agreement
                  or by any act, thing, omission or means whatsoever which, but
                  for this provision, might operate to exonerate or discharge
                  the Parent from their obligations under the ICI Guarantee.

            For the avoidance of doubt, the parties hereby agree and acknowledge
            that the ICI Guarantee shall only be effective following Completion.
            In the event that Completion does not occur, the ICI Guarantee and
            this Clause 10.6 shall be of no effect.

11.   WARRANTIES

      11.1  The Warrantors hereby warrant to the Buyer in relation to each
            Target Group Company on the terms of Schedule 4 only Immediately
            before the time of Completion, the Warrantors shall be deemed to
            warrant to the Buyer on the terms of Schedule 4 only by reference to
            the facts existing at the Completion Date. For this purpose only,
            where in a Warranty there is an express or implied reference to the
            "date of this Agreement" that reference is to be construed as a
            reference to the "date of Completion".

      11.2  The Warrantors acknowledge that the Buyer is entering into this
            Agreement in reliance upon each of the Warranties.

      11.3  The Warranties are qualified by the facts and circumstances fairly
            disclosed in the Disclosure Letter. The Warranties given at
            Completion are qualified by the facts and circumstances fairly
            disclosed in the Completion Disclosure Letter. Claims may be made by
            the Buyer under the Warranties whether or not the Buyer knew or
            could have discovered (whether by any investigation made by it or on
            its behalf into the affairs of each Target Group Company or
            otherwise) prior to signing this Agreement that any of the
            Warranties have not been complied with or carried out or are
            otherwise untrue or misleading. The Warrantors may invoke the
            Buyer's actual knowledge (but not the Buyer's constructive
            knowledge) of a fact or circumstance which might make a

34

<PAGE>

            Warranty untrue, inaccurate, incomplete or misleading as a defence
            to a claim for breach of Clause 11.1.

      11.4  The Warrantors agree with the Buyer that the Warrantors shall waive
            and not enforce any right which the Warrantors may have in respect
            of any misrepresentation, inaccuracy, neglect or omission in or from
            any information or advice supplied or given by any Target Group
            Company or any officer, employee or adviser of or to any Target
            Group Company for the purpose of assisting the Warrantors to give
            any of the Warranties or to prepare the Disclosure Letter or the
            Completion Disclosure Letter.

      11.5  Each of the Warranties shall be construed separately and
            independently and (except where the Agreement expressly provides
            otherwise) shall not be limited or restricted by reference to or
            inference from another Warranty.

      11.6  Between the execution of this Agreement and Completion, the
            Warrantors shall notify the Buyer forthwith if they become aware of
            a fact or circumstance which constitutes a breach of Clause 6 or
            Clause 11.1 or has caused, or will or is likely to cause, a breach
            of Warranty.

      11.7  The rights and remedies of the Buyer in respect of a breach of any
            of the Warranties shall not be affected by the sale and purchase of
            the Shares.

      11.8  Subject to Clause 13.1(c), the liability of the Warrantors for
            breach of any Warranty shall be joint.

      11.9  All sums payable by the Warrantors to the Buyer pursuant to this
            Clause 11 shall be paid free and clear of deductions and/or
            withholdings save only as may be required by law.

      11.10 If any deductions and/or withholdings are required by law to be made
            from any sums payable from the Warrantors to the Buyer pursuant to
            this Clause 11 then, subject to Clause 11.8, the Warrantors shall
            pay to the Buyer such sums as will, after the deductions and/or
            withholdings are made, leave the Buyer with the same amount as it
            would have been entitled to receive if no such deductions and/or
            withholdings had been required to be made. If the Buyer receives any
            refund in respect of any deduction and/or withholdings in respect of
            which the Warrantors have paid a sum to the Buyer pursuant to this
            Clause 11.10, the Buyer shall immediately refund to the Warrantors,
            an amount equal to the amount of the refund actually received by the
            Buyer.

      11.11 If any sum payable by the Warrantors to the Buyer pursuant to this
            Clause 11 shall be subject to a liability to Tax in the hands of the
            Buyer, the Warrantors shall be under the same obligation to make an
            increased payment in relation to that liability to Tax as if the
            liability were a deduction or withholding required by law. If the
            Buyer receives any refund in respect of any deduction and/or
            withholdings in respect of which the Warrantors have paid a sum to
            the Buyer pursuant to this Clause 11.10, the Buyer shall immediately
            refund to the Warrantors, an amount equal to the amount of the
            refund actually received by

35
<PAGE>

      the Buyer, unless the sum originally paid by the Warrantors was in respect
      of an item included or referred to in the balance sheet of any Target
      Group Company.

      11.12 If the Buyer notifies a claim for breach of any Warranty pursuant to
            Clause 13.3 and the Warrantors do not dispute that claim, then the
            Warrantors shall pay to the Buyer any amount required to be paid
            pursuant to this Clause 11 as cleared funds or, at the option of the
            Buyer, discharge directly the underlying liability, within twenty
            (20) Business Days of receipt of notice of the subject matter or, if
            later, on the day before the due date for settlement or discharge of
            the liability the subject matter of the claim.

12.   THE BUYER'S REMEDIES

      12.1  If, on or before the date set for Completion in Clause 7.1, the
            Buyer considers that the Seller or the Warrantors are in material
            breach of any provision of this Agreement (a "PRE-COMPLETION
            BREACH"), the Buyer may by notice to the Seller and the Warrantors
            elect to proceed to Completion or terminate this Agreement.

      12.2  If the Buyer terminates this Agreement pursuant to Clause 12.1:

            (a)   the Seller and the Warrantors shall indemnify the Buyer
                  against all its costs relating to the negotiation,
                  preparation, execution or termination of this Agreement or the
                  satisfaction of a condition set out in Clause 5.1; and

            (b)   each party's further rights and obligations cease immediately
                  on termination, but termination does not affect a party's
                  accrued rights and obligations at the date of termination;

            provided that the maximum aggregate liability of any party pursuant
            to this Clause 12.2 shall not exceed USD200,000 (two hundred
            thousand US dollars).

      12.3  If the Buyer proceeds to Completion pursuant to Clause 12.1 and:

            (a)   the value of an asset of a Target Group Company is or becomes
                  less than the value would have been had the Pre-Completion
                  Breach not occurred; or

            (b)   a Target Group Company is subject to or incurs a liability or
                  an increase in a liability which it would not have been
                  subject to or would not have incurred had the Pre-Completion
                  Breach not occurred,

            the Seller and the Warrantors shall pay the Buyer on demand (at the
            Buyer's option), unless the amount payable in respect of the
            Pre-Completion Breach is disputed by the Seller or the Warrantors,
            an amount equal to either:

36
<PAGE>

            (c)   the reduction in the value of the asset or, as the case may
                  be, the liability or increased liability; or

            (d)   the reduction caused in the value of the Shares.

      12.4  The Seller and the Warrantors shall indemnify the Buyer against each
            reasonable cost which the Buyer may incur whether before or after
            the start of an action in connection with:

            (a)   the enforcement by the Buyer of any settlement of a claim
                  against the Seller or the Warrantors in respect of a
                  Pre-Completion Breach or alleged Pre-Completion Breach; and

            (b)   the enforcement of any judgment given in legal proceedings
                  against the Seller or the Warrantors in respect of a
                  Pre-Completion Breach or alleged Pre-Completion Breach in
                  which judgment is given for the Buyer.

      12.5  Without prejudice to any other right or remedy of the Buyer under
            this Agreement or otherwise all sums payable by the Seller or the
            Warrantors, under this Agreement shall bear interest at the Interest
            Rate from the date of claim until the date of payment (before as
            well as after judgment).

13.   LIMITATIONS ON THE WARRANTORS' LIABILITY

      13.1  The liability of the Warrantors shall be limited in accordance with
            the following provisions of this Clause 13:

            (a)   no liability shall attach to the Warrantors for beach of any
                  Warranty (other than the Title Warranties) if the loss
                  sustained in respect of such breach or the amount of such
                  claim is less than EUR38,500 (thirty-eight thousand five
                  hundred euro).

            (b)   No liability shall attach to the Warrantors for breach of any
                  Warranty (other than the Title Warranties) unless the
                  aggregate amount of all liabilities under the Warranties shall
                  have exceeded the total sum of EUR225,000 (two hundred and
                  twenty-five thousand euro) whereupon the Warrantors shall be
                  liable for the entire amount of such liabilities and not
                  merely the excess.

            (c)   The aggregate liability of the Warrantors under this Agreement
                  in respect of all or any claims shall be subject to an overall
                  maximum liability of an amount equal to the Consideration
                  (being the Initial Consideration and the Earn-Out
                  Consideration paid by the Buyer to the Seller) and the
                  Inter-Company Indebtedness (together the "PAYMENTS"), but the
                  maximum aggregate liability of each of the Warrantors under
                  the Warranties in respect of all or any claims shall not
                  exceed the percentage of the Payments set out opposite their
                  names below:

37
<PAGE>

<TABLE>
<S>                           <C>
Anthony Bermingham            42.74%

Caoimhin O'Laoi               42.74%

Michael O'Dwyer               10.68%

Michael Tope                   3.84%
</TABLE>

      13.2  Notwithstanding any other provision of this Agreement, no limitation
            of any kind whatsoever shall apply in respect of any claim made
            hereunder against the Warrantors:

            (a)   if such claim arises or is delayed as a result of any
                  fraudulent act or fraudulent omission or fraudulent
                  misrepresentation of the Warrantors, or if such claim arises
                  from deliberate misstatement, deliberate misconduct or
                  deliberate concealment by the Warrantors;

            (b)   to the extent that the claim relates to title to the Shares;

            (c)   to the extent that the claim relates to any criminal or
                  statutory fine or penalty; or

            (d)   pursuant to Warranty 5(b)(xviii) (Payments to directors or any
                  of the Warrantors).

      13.3  A claim against the Warrantors under the Warranties shall be barred
            unless written notice thereof shall have been given to the
            Warrantors:

            (a)   in the case of a claim under the Tax Warranties before the
                  seventh anniversary of the Completion Date provided that such
                  period of seven years shall be reduced with respect to claims
                  relating to Tax which arise in Ireland to five (5) years from
                  Completion on the date which is specified in the Finance Act
                  2003 (Commencement of Section 17) Order 2003 (Statutory
                  Instrument 508 of 2003) being the date on which the amending
                  provisions of Section 17(1)(g) of the Finance Act 2003 are due
                  to come into operation (except in the case of fraud which
                  causes the Revenue Commissioners to re-open assessments in
                  respect of the period up to Completion, in which case the
                  limitation in respect of a claim against the Warrantors shall
                  be extended to twenty years after the end of the accounting
                  period of the Target Group Company next following Completion);

            (b)   in the case of a claim under paragraph 20 of Schedule 4
                  (Environment) before the date which is four (4) years and nine
                  (9) months after the Completion Date; or

            (c)   in the case of any other claim under the Warranties in
                  Schedule 4 before the second anniversary of the Completion
                  Date.

38
<PAGE>

            A claim which is validly made within the required period aforesaid
            shall, unless previously settled or withdrawn, be deemed to have
            been waived or withdrawn in the event that legal proceedings in
            respect thereof are not issued and served on any Warrantor within
            one (1) year of written notice of the relevant claim first being
            given as aforesaid.

      13.4  Where the Warrantors are liable in respect of a breach of the
            Warranties and a provision has been made for the matter giving rise
            to the claim in the Accounts or the Completion Accounts, the
            liability of the Warrantors shall be reduced by an amount equal to
            the amount of the provision.

      13.5  The Warrantors shall not be liable for any claim for breach of
            Warranty:

            (a)   if and to the extent that the loss occasioned by any breach
                  has already been recovered (for the avoidance of doubt there
                  being deducted from such recovery any loss, liability or
                  expense thereof) under any of the other Warranties or the Tax
                  Deed or the Indemnities;

            (b)   if and to the extent that the loss to which the claim relates
                  would not have occurred but for any voluntary act, omission or
                  transaction of the Buyer or the Buyer Group or on its behalf
                  (and for this purpose an act, omission or transaction of the
                  Buyer or any Target Group Company shall only be deemed to be
                  voluntary if it was sanctioned in writing by an A Director
                  and, for the purposes of this Clause 13.5(b), an email shall
                  constitute "in writing") carried out on or occurring after
                  Completion otherwise than in the ordinary course of business,
                  and except:

                  (i)   where an A Director of the Buyer could not reasonably be
                        expected to know that such act, omission or transaction
                        would give rise to a claim;

                  (ii)  pursuant to a legally binding commitment or arrangement
                        entered into prior to Completion; and

                  (iii) where the voluntary act, omission or transaction is
                        required to comply with law or the requirements of any
                        regulatory authority For the avoidance of doubt, a
                        disclosure to the Revenue Commissioners under Sections
                        1086 or 955 TCA or a "qualifying disclosure", as defined
                        in the Guide for Revenue Auditors, will not constitute a
                        voluntary act for this purpose;

            (c)   to the extent that it arises or is increased (to the extent
                  only of such increase) as a result of an increase on rates of
                  Taxation after the date of this Agreement with retrospective
                  effect or such breach or claim occurs as a result of any
                  legislation enacted and made in force after the date of this
                  Agreement with retrospective effect;

39
<PAGE>

            (d)   to the extent that the loss occasioned by any breach has
                  already been recovered (for the avoidance of doubt there being
                  deducted from such recovery any loss, liability or expense
                  incurring in making such recovery) under any of the other
                  Warranties, any other provision of this Agreement or under the
                  Tax Deed;

            (e)   to the extent that the Buyer or a Target Group Company or any
                  member of the Buyer Group receives any credit or makes
                  recovery of a financial amount which reduces the liability of
                  the Buyer or of the Target Group Company or the member of the
                  Buyer Group in respect of the claim as a result of the
                  particular circumstances giving rise to the claim;

            (f)   to the extent that such claim would not have arisen but for a
                  cessation of trading or alteration in the nature of the
                  Business after Completion;

            (g)   to the extent that the matter is fairly disclosed in the
                  Disclosure Letter or the Completion Disclosure Letter;

            (h)   to the extent that the matter arises from the entry into of
                  this Agreement or any document contemplated thereby;

            (i)   to the extent that a defence of a third party claim giving
                  rise to a Warranty claim is materially adversely affected by
                  loss or destruction of records of the Target Group after
                  Completion by or at the direction of an A Director of the
                  Buyer;

            (j)   to the extent that the loss giving rise to such claim

                  (i)   is admitted as recoverable by an insurer, but is not
                        paid or recovered because of a written request by an A
                        Director of the Buyer or an A Director of a Target Group
                        Company made to the insurers (for example with a view to
                        the amount payable being offset against premiums or with
                        a view not to trigger an increase in insurance
                        premiums); or

                  (ii)  has been recovered by the Buyer or a member of the Buyer
                        Group or any Target Group Company from any third party
                        or under any policy of insurance; or

                  (iii) could have been recovered if after Completion there had
                        been maintained the insurance cover in place at the time
                        of Completion, but such cover was not maintained as a
                        result of a written request by an A Director of the
                        Buyer or an A Director of a Target Group Company made to
                        the insurers;

                  provided that:

40
<PAGE>

                  (A)   the existence of such a policy of insurance shall not
                        preclude the making by the Buyer of its claim or
                        recovery from the Warrantors pending such admission (as
                        in (i)), recovery (as in (ii)) or an agreement or
                        determination that the loss could have been recovered
                        (as in (iii));

                  (B)   in the event of such admission, recovery, agreement or
                        determination, the Warrantors shall be entitled to
                        recover from the Buyer such amount as it is agreed or
                        determined constitutes the amount by which the Buyer's
                        loss is reduced by reason of such admission, recovery,
                        agreement or determination;

            (k)   to the extent that the loss in respect of which the claim is
                  made arises from or is increased by any matter, act, omission,
                  or circumstance, which would not have occurred but for a
                  failure or omission by a Target Group Company to make any
                  claim, election, surrender or disclaimer or give any notice or
                  consent to do any other things after Completion the making or
                  doing of which is taken into account in computing the
                  provision for Taxation in the Accounts, provided the
                  Warrantors shall have identified and notified an A Director of
                  the relevant Target Group Company of such claims, elections,
                  surrenders or disclaimers. in writing in a timely fashion
                  explaining the consequences of failing to make such claims,
                  elections, surrenders or disclaimers;

            (l)   to the extent that the loss giving rise to the claim arises as
                  a result primarily of any change in the accounting policy or
                  practice or in the financial year end of a Target Group
                  Company after Completion otherwise than where such a change is
                  necessary to comply with generally accepted accounting
                  standards or to correct an error in existence prior to
                  Completion. For the avoidance of doubt, compliance with US
                  GAAP by the Target Group after Completion shall not give rise
                  to a claim for breach of Warranty.

      13.6  Any payment by the Warrantors to the Buyer pursuant to the
            Warranties or any other provision of this Agreement or the Tax Deed,
            or deducted by the Buyer from the Earn-Out Consideration in
            accordance with the terms of this Agreement shall be deemed to be a
            reduction of the consideration payable hereunder.

      13.7  Nothing herein or in the Warranties, shall or shall be deemed to
            relieve the Buyer of any common law duty to mitigate any loss or
            damage incurred by it.

      13.8  The Buyer shall not be entitled to rescind this Agreement after
            Completion.

      13.9  For the avoidance of doubt, except as otherwise explicitly stated in
            this Agreement, no provision of this Agreement or the Disclosure
            Letter or the Completion Disclosure Letter shall operate to reduce,
            exempt or extinguish the liability of the Seller pursuant to the
            Indemnities.

41
<PAGE>

      13.10 THIRD PARTY CLAIMS

            (a)   Where the Buyer and/or any Target Group Company are at any
                  time entitled to recover from some other person (including
                  without limitation any insurance company) (a "THIRD PARTY
                  CLAIM") any amount in respect of any matter giving rise to a
                  claim for breach of Warranty or pursuant to the Indemnities,
                  the Buyer shall not be obliged to pursue (or to procure that
                  the relevant Target Group Company pursues) any Third Party
                  Claim before making a claim for breach of Warranty or under
                  the Indemnities (a "BUYER CLAIM") in respect thereof. If the
                  Buyer elects, in its sole and absolute discretion, to pursue
                  the Buyer Claim instead of the Third Party Claim then,
                  forthwith after the Buyer has received all damages, expenses
                  and other amounts to which it is entitled pursuant to the
                  settlement or determination of the Buyer Claim from the Escrow
                  Fund or the Warrantors as the case may be, the Buyer shall
                  assign its rights (or procure that the relevant Target Group
                  Company assigns its rights) in respect of the relevant Third
                  Party Claim to the Warrantors, on the condition that the
                  Warrantors shall not make any admission of liability,
                  agreement, settlement or compromise in connection with any
                  counter-claim relating to a Third Party Claim assigned to the
                  Warrantors pursuant to this Clause 13.10(a) without the prior
                  written consent of the Buyer, such consent not to be
                  unreasonably withheld or delayed.

            (b)   If the Warrantors make any payment by way of damages for
                  breach of any of the Warranties or pursuant to the Indemnities
                  and after the making of the relevant payment, any Target Group
                  Company or the Buyer recovers from a third party a sum which
                  would have reduced the liability of the Warrantors in respect
                  of such breach the Buyer shall, once it or the relevant Target
                  Group Company has received such sum, forthwith repay to the
                  Warrantors so much of the recovered amount from the third
                  party (less the cost of recovery, interest or liability to
                  Taxation) as does not exceed the sum paid by the Warrantors to
                  the Buyer or the relevant Target Group Company.

            (c)   If any claim is made against the Buyer or any Target Group
                  Company by a third party which will result in a Buyer Claim
                  (after taking into account the limitations contained in this
                  Agreement) (a "THIRD PARTY CLAIM") the Buyer shall procure
                  that it and/or each Target Group Company shall, as
                  appropriate, and subject always to the Buyer and each Target
                  Group Company first being indemnified and secured to their
                  reasonable satisfaction against any liabilities and expenses
                  which they thereby incur:

                  (i)   not make any admission of liability, agreement,
                        settlement or compromise or otherwise take any action in
                        relation thereto without the prior written consent of
                        the Warrantors, such consent not to be unreasonably
                        withheld or delayed;

42
<PAGE>

                  (ii)  take such reasonable steps as the Warrantors may request
                        in writing to avoid, resist, appeal, compromise, defend,
                        mitigate or otherwise deal with the Third Party Claim
                        unless matters of corporate or management policy or a
                        conflict of interest make it advisable for the Buyer or
                        the relevant Target Group Company to retain control of
                        defending the Third Party Claim and provided that (i)
                        any request or instruction from the Warrantors shall be
                        given to the Buyer or the relevant Target Group Company
                        in a proper, timely and reasonable fashion, and (ii) the
                        Warrantors shall not request the Buyer or any Target
                        Group Company to take any steps which would restrict or
                        impair the current or prospective business activities of
                        the Buyer or any Target Group Company or materially
                        prejudice the Buyer or any Target Group Company.

            (d)   For the purposes of this Clause 13.10(d), a "TAX CLAIM" is any
                  claim made against the Buyer or any Target Group Company by a
                  third party which will result in claim under the Tax Deed
                  (after taking into account the limitations contained in the
                  Tax Deed).

                  For the purposes of Clause 13.10(c) and this Clause 13.10(d)
                  the parties agree that, should the Warrantors propose to
                  conclude a Third Party Claim or a Tax Claim by making a
                  payment (the amount of which has been agreed by the relevant
                  third party or determined by a court) directly to the relevant
                  third party then the Buyer shall not object to that payment
                  being made directly to such third party provided that:

                        (A)   there is no net negative financial effect on the
                              Buyer; and

                        (B)   the Warrantors obtain an acknowledgement from the
                              third party that such payment is in full and final
                              settlement of the relevant Third Party Claim or
                              Tax Claim so as to permit (pursuant to the
                              relevant generally accepted accounting principles)
                              the reversal of any accrual in respect of such
                              Third Party Claim or Tax Claim in the accounts of
                              any Target Group Company.

                  In such circumstances, then:

                        (I)   no accrual shall be made in the Earn-Out Accounts
                              in respect of the matter giving rise to such Third
                              Party Claim or Tax Claim;

                        (II)  where the Earn-Out Accounts contain an accrual,
                              such accrual shall be reversed or there shall be
                              deemed to be included therein a receivable equal
                              to the accrual; and

43
<PAGE>

                        (III) the Seller shall be entitled to payment of
                              Earn-Out Consideration by reference to Earn-Out
                              Accounts without such accrual. If a payment has
                              already been made by reference to Earn-Out
                              Accounts containing such accrual, the relevant
                              balancing payment will be made by the Sellers
                              within ten (10) Business Days of receipt of such
                              recovery.

14.   RETENTION

      14.1  Subject to Clause 14.5, if at the time that the Earn-Out
            Consideration becomes due and payable to the Seller under Clause 4,
            or any other amount is due and payable to the Seller or the
            Warrantors from the Buyer (and for this purpose rent due and payable
            to the Seller from LCL pursuant to the Lease shall be treated as an
            amount due and payable to the Seller from the Buyer) or the Escrow
            Fund at any time ("BUYER PAYMENTS"), notice of a claim (the "CLAIM")
            has been given to the Warrantors under the Warranties in this
            Agreement or under the Tax Deed or any other amount is owed by the
            Seller or the Warrantors to the Buyer, the Buyer shall be entitled
            to serve notice on the Seller or the Warrantors (the "RETENTION
            NOTICE") which notice shall give details of the amount claimed by
            the Buyer in the Claim or of its intention to retain the amount
            specified in the Retention Notice from the Earn-Out Consideration or
            the Buyer Payments. The amount specified to be retained (the
            "RETAINED AMOUNT") shall be an amount equal to the amount of the
            Claim specified in the Retention Notice and shall be dealt with in
            accordance with Clause 14.2.

      14.2  The Retained Amount shall be placed in a bank deposit account to be
            established in a bank nominated by the Buyer and in the joint names
            of the Buyer's Solicitors and the Seller's Solicitors (collectively
            the "JOINT ACCOUNT HOLDERS"). The Joint Account Holders are hereby
            irrevocably authorised and instructed to deal with the Retained
            Amount in accordance with the remaining provisions of this Clause
            14.

      14.3  The parties agree that if legal proceedings have not been instituted
            against the Seller or the Warrantors as the case may be in respect
            of the Claim before the service of the Retention Notice and the
            Claim is not settled or agreed between the parties within thirty
            (30) Business Days of the service of the Retention Notice, the
            Buyer, the Warrantors and the Seller shall procure that the Claim is
            referred for arbitration to an arbitrator agreed between the parties
            or, in default of agreement, within ten (10) Business Days of one
            party suggesting the name of an arbitrator to the other, to an
            arbitrator nominated by the Chairman for the time being of the Bar
            Council of Ireland on the written application of either party. The
            arbitrator shall be a Senior Counsel specialising in Chancery Law,
            of not less than seven years experience as a Senior Counsel. The
            arbitration shall be conducted in accordance with the provisions of
            the Arbitration Acts, 1954 to 1998.

44
<PAGE>

      14.4  Upon the determination or settlement of the Claim, the Joint Account
            Holders shall pay the Retention Amount in whole or in part to the
            person who it is determined or agreed is entitled thereto, together
            with interest accrued thereon in the bank deposit account referred
            to in Clause 14.2.

      14.5  The decision whether to serve a Retention Notice pursuant to this
            Clause 14 or to make a claim for reimbursement from the Escrow Fund
            shall be at the sole discretion of the Buyer, provided that the
            Buyer shall not be entitled to recover twice in respect of the same
            Claim.

15.   WARRANTIES OF THE BUYER AND THE PARENT

      In consideration for the Seller entering into this Agreement, each of the
      Buyer and the Parent warrants to the Seller as follows:

      15.1  That it is duly incorporated and validly existing under the law of
            its country of incorporation;

      15.2  That it has full corporate power and authority to enter into this
            Agreement, the documents in the Agreed Form and the Disclosure
            Letter and Completion Disclosure Letter (collectively the
            "TRANSACTION DOCUMENTS") and to complete the transactions
            contemplated thereby (the "TRANSACTIONS"). The execution and
            delivery of the Transaction Documents by the Buyer or the Parent (as
            the case may be) and its completion of the Transactions contemplated
            therein does not conflict with:

            (a)   Any judgment or court order by which the Buyer or the Parent
                  is bound; or

            (b)   Any provision of the constitutional documents of the Buyer or
                  the Parent.

16.   USE OF INTELLECTUAL PROPERTY RIGHTS / INFRINGEMENT CLAIMS

      16.1  The Seller and the Warrantors shall not, and shall procure that no
            company controlled by them, will, either alone or jointly, with,
            through or as manager, adviser, consultant or agent for any person,
            directly or indirectly use in connection with any business which
            competes, directly or indirectly, with any part or all of the
            Business, any of the Target Group Know-How, Intellectual Property
            Rights, in particular a name including the Name, OfficeLink or
            Sigma, or use anything which is intended or is likely to be confused
            with such names or any of the Intellectual Property Rights or Target
            Group Know-How.

      16.2  In the event that any time prior to the third anniversary of the
            Completion Date (the "THIRD ANNIVERSARY"), any third party makes a
            claim or suit or threatens any claim or suit (hereinafter referred
            to as the "DATE OF CLAIM") in respect of an alleged infringement of
            its intellectual property rights arising out of the processes,
            methods, products or services used in the manufacture of the

45
<PAGE>

            products supplied by a Target Group Company prior to the Date of
            Claim (an "INFRINGEMENT CLAIM"), then subject to:

            (a)   the Infringement Claim not being based on a matter fairly
                  disclosed in the Disclosure Letter or the Completion
                  Disclosure Letter;

            (b)   the Infringement Claim not being the subject of a claim for
                  breach of Warranty; and

            (c)   the Buyer having retained or recovered monies equal to the
                  full amount of the Infringement Claim pursuant to Clause 14
                  (Retention) or the Escrow Agreement,

            the Buyer shall procure that it and/or each Target Group Company
            shall:

                  (i)   not make any admission of liability, agreement,
                        settlement or compromise or otherwise take any action
                        without the prior written consent of a majority of the
                        Warrantors (such consent not to be unreasonably withheld
                        or delayed);

                  (ii)  consult in good faith with the Warrantors to determine
                        who shall be best placed, having regard to the nature of
                        the Infringement Claim, the best interests of the
                        Business and any prospective business activities of the
                        Target Group, and the achievement by the Warrantors of
                        the payment of Earn-Out Consideration (to the extent
                        relevant at the Date of Claim), to defend such
                        Infringement Claim.

                  Once a party is chosen to defend an Infringement Claim, it
                  shall take all reasonable steps as the other party may
                  reasonably request in a proper and timely fashion to avoid,
                  resist, appeal, compromise, defend, mitigate or otherwise deal
                  with the Infringement Claim.

      16.3  Where the defence of an Infringement Claim has been delegated to a
            party:

            (a)   that party shall keep the other party fully and promptly
                  informed of any matters relevant to such defence and shall
                  take account of all reasonable requirements of the other party
                  in relation to such defence; and

            (b)   that party shall not make any settlement or compromise of the
                  Infringement Claim or agree to any matter in the conduct of
                  such defence which may affect the amount of liability in
                  connection with such Infringement Claim, without the prior
                  consent of the other party, which consent shall not be
                  unreasonably withheld or delayed.

      16.4  For the purposes of Clause 16.3, the following provisions shall
            apply:

46
<PAGE>

            (a)   Where the Warrantors have conduct of the defence of an
                  Infringement Claim, the Warrantors shall indemnify and secure
                  the Buyer and any Target Group Company to its reasonable
                  satisfaction in respect of all costs, charges and expenses
                  reasonably and properly incurred by the Buyer or any Target
                  Group Company in connection with such Infringement Claim
                  provided that the amount recoverable by the Buyer pursuant to
                  such indemnification or security shall not exceed the amount
                  of the Buyer Payments due and payable after the date on which
                  the indemnity or security is called in. In the event that the
                  Infringement Claim is not settled or compromised before the
                  Third Anniversary, the provisions of Clause 16.7 shall apply.

            (b)   Where the Buyer has conduct of the defence of an Infringement
                  Claim, it shall, unless the prior written consent of a
                  majority of the Warrantors is given or a majority of the
                  Warrantors specifically request otherwise in writing (in which
                  case the provisions of subparagraph (ii) below shall apply):

                  (i)   where the Infringement Claim is brought within the
                        jurisdiction of the courts of the United States, use its
                        in-house counsel (the "IN-HOUSE COUNSEL") to conduct
                        such defence insofar as the In-House Counsel is
                        competent on the matter of the Infringement Claim and is
                        legally capable to defend the Infringement Claim;

                  (ii)  where the Infringement Claim is brought outside the
                        jurisdiction of the courts of the United States, or
                        where the Warrantors specifically request that In-House
                        Counsel not be used, or where In-House Counsel is not
                        competent on the matter of the Infringement Claim or is
                        not legally capable to defend the Infringement Claim,
                        only engage external lawyers ("EXTERNAL LAWYERS") after
                        agreement is reached with a majority of the Warrantors
                        regarding same. In such circumstances each party agrees
                        to act in good faith and in a reasonable manner in
                        agreeing to the appointment of such External Lawyers.

      16.5  For the purposes of Clause 16.4(b), the Buyer, on the six (6) month
            anniversary of the Date of Claim and on each subsequent six (6)
            month anniversary until the Third Anniversary, shall notify the
            Warrantors of the "Buyer's Costs" (insofar as practicable giving a
            detailed breakdown of same) incurred in the six (6) months since the
            Date of Claim (a "NOTIFICATION") or the date of the previous
            Notification in defending the Infringement Claim. For the purposes
            of this Clause 16.5, the "BUYER'S COSTS" shall mean:

            (a)   any court costs incurred in the relevant six (6) month period,
                  being costs directly associated with any applications required
                  to be made to

47
<PAGE>

                  court in connection with the Infringement Claim during the
                  relevant six (6) month period, but excluding In-House and
                  External Counsel fees;

            (b)   where the Infringement Claim is settled or compromised or
                  finally determined by a court of competent jurisdiction within
                  the relevant six (6) month period, awarded or negotiated
                  damages (but which shall for the purposes of Clauses 16.2 to
                  16.7 (inclusive) in either case be limited to such portion of
                  those awarded or negotiated damages as consists of damages
                  suffered in respect of direct losses incurred by the claimant
                  up to the Date of Claim only) or awarded or negotiated
                  royalties representing royalties (which for the avoidance of
                  doubt shall be limited to royalties payable on the relevant
                  products of the Target Group sold prior to the Date of Claim);
                  and

            (c)   in the case of External Counsel, their reasonable legal fees

            but no other costs.

            If the Warrantors do not dispute the amount of the Buyer's Costs
            within fifteen (15) Business Days of the date of the Notification,
            the Warrantors shall be deemed to have accepted the amount of the
            Buyer's Costs set out in the Notification. In the event that the
            Warrantors dispute the amount of the Buyer's Costs, they shall
            notify the Buyer in writing within the said fifteen (15) Business
            Days. In the event that the Buyer and the Seller cannot agree on an
            amount in respect of the Buyer's Costs within a further ten (10)
            Business Days from the date of the Warrantors' response, the matter
            shall be referred to arbitration on the application of either party.
            In the event that the matter is referred to arbitration, the
            provisions of Clause 9.8(b) to 9.8(f) (inclusive) shall apply
            mutatis mutandis to such arbitration.

      16.6  Where the Buyer's Costs have been agreed or are deemed to be
            accepted by the Warrantors or are determined by arbitration ("AGREED
            BUYER'S COSTS"), the Buyer shall be entitled to withhold from any
            Buyer Payments due and payable to the Seller after the date on which
            such agreement is reached or deemed to be accepted or determined by
            arbitration, an amount equal to the Agreed Buyer's Costs and for the
            avoidance of doubt any Buyer Payments falling due for payment prior
            to the date on which the Buyer's Costs have been agreed or deemed to
            be accepted or are determined by arbitration, shall be paid without
            any withholding pursuant to this Clause 16.6.

      16.7  If the Infringement Claim has not been settled or compromised before
            the Third Anniversary, the following provisions shall apply:

            (a)   Where the Warrantors have conduct of the defence of the
                  Infringement Claim pursuant to Clause 16.4(a), the Buyer shall
                  assume full responsibility for the further conduct of the
                  defence of the Infringement Claim on the Third Anniversary,
                  and shall procure the release of the Warrantors from any
                  indemnity or security provided pursuant to Clause 16.4(a),
                  subject to the discharge by the Warrantors

48
<PAGE>

                  of any outstanding costs reasonably and properly incurred by
                  the Buyer pursuant to Clause 16.4(a).

            (b)   As and from the Third Anniversary, but subject to Clause
                  16.7(e) below, the Warrantors shall have no further liability
                  howsoever arising in respect of any Infringement Claim, and
                  accordingly the Buyer shall indemnify and keep the Warrantors
                  indemnified against any and all loss, damages, claims and
                  expenses reasonably and properly incurred which the Warrantors
                  may incur in respect of any Infringement Claim.

            (c)   On the Third Anniversary or as soon as reasonably practicable
                  thereafter and in any event within twenty (20) Business Days
                  of the Third Anniversary, the Buyer and the Warrantors shall
                  seek to determine the level of gross sales of the product(s)
                  which is/are the subject of any Infringement Claims (the
                  "PRODUCT") in the jurisdiction(s) in which the breach which is
                  the subject of the Infringement Claims has allegedly occurred
                  (the "RELEVANT JURISDICTION") during the twelve (12) months
                  prior to the Date of Claim (the "RELEVANT PERIOD") (the "GROSS
                  SALES"). The value of the Gross Sales shall be extracted from
                  the audited accounts and all relevant working papers for the
                  Relevant Period. In the event that the Buyer and the
                  Warrantors cannot agree the amount of Gross Sales within said
                  twenty (20) Business Days, the matter shall be referred to the
                  Target Group's auditors, whose decision shall be binding save
                  in the case of manifest error. For the purposes of allowing
                  the parties or the auditors, as the case may be, to determine
                  the Gross Sales, the Buyer and the Warrantors undertake to
                  each other to procure (in so far as is within their respective
                  powers of procurement) that all relevant information is shared
                  with the auditors to allow the level of Gross Sales to be
                  properly determined.

            (d)   Where the Gross Sales have been agreed or determined by the
                  auditors, they shall then constitute the "AGREED GROSS Sales".
                  An amount equal to two per cent (2%) of the Agreed Gross Sales
                  ("GROSS SALES DEDUCTION"), being a rate of royalty fee which
                  might be negotiated as part of any settlement or compromise of
                  or decision on any Infringement Claim ("ROYALTY RATE"), shall
                  be retained in the Escrow Fund (notwithstanding any provisions
                  in the Escrow Agreement relating to the termination of the
                  Escrow Fund on the Third Anniversary) and dealt with in
                  accordance with the remainder of this Clause 16.7.

            (e)   Subject to Clause 16.7(f), if all Infringement Claims have
                  been ultimately settled or compromised or determined by a
                  court or other competent body, then if such settlement,
                  compromise or determination included an amount of royalty
                  payments based on a royalty rate lower than the Royalty Rate
                  (the "ACTUAL ROYALTY RATE"), the Buyer shall refund to the
                  Warrantors within five (5) Business Days of the

49
<PAGE>

                  settlement, compromise or determination of the last such
                  Infringement Claim an amount equal to:

                  A - (B x C) in respect of each Infringement Claim pursuant to
                  which a payment based on an Actual Royalty Rate was made

                  Less any licence fees, third party claims or third party costs
                  or damages paid by the Buyer pursuant to the settlement,
                  compromise or determination of any Infringement Claim

                  Where:

                  A =    Gross Sales Deduction

                  B =    Agreed Gross Sales

                  C =    Actual Royalty Rate

                  For the avoidance of doubt:

                  (i)   if the Actual Royalty Rate is greater than two per cent
                        (2%), the Buyer shall be solely liable in respect of all
                        amounts payable in respect of the Infringement Claim in
                        excess of the amount of the Gross Sales Deduction;

                  (ii)  the aggregate liability of the Buyer to make any refund
                        to the Warrantors pursuant to this Clause 16.7(e) shall
                        be limited to the amount of the Gross Sales Deduction,
                        and if the Gross Sales Deduction is paid out by the
                        Buyer pursuant to the settlement, compromise or
                        determination of an Infringement Claim in accordance
                        with the terms of this Clause 16, then the Buyer shall
                        have no liability to make any refund to the Warrantors
                        pursuant to this Clause 16.7(e); and

                  (iii) if no royalty payments are required to be paid to the
                        claimant as part of such settlement, compromise or
                        determination, then the Buyer shall pay to the
                        Warrantors within five (5) Business Days of such
                        settlement, compromise or determination an amount equal
                        to the Gross Sales Deduction less any licence fees,
                        third party claims or third party costs or damages paid
                        by the Buyer pursuant to the settlement, compromise or
                        determination of any Infringement Claim.

            (f)   On the eighth anniversary of Completion (the "EIGHTH
                  ANNIVERSARY"), notwithstanding that any remaining Infringement
                  Claims have not been settled, compromised or determined by a
                  court or other competent body, the Buyer shall refund to the
                  Warrantors within five (5) Business Days of the Eighth
                  Anniversary an amount equal to the Gross Sales Deduction less
                  any costs or expenses of the Buyer incurred, or amounts

50
<PAGE>

                  owing from the Warrantors to the Buyer, pursuant to the
                  provisions of Clauses 16.2 to 16.7 (inclusive).

17.   FURTHER UNDERTAKINGS BY SELLER AND WARRANTORS

      17.1  The Seller and the Warrantors shall not and shall procure that no
            body corporate controlled by them (or which is currently controlled
            by them but ceases to be controlled by them during the currency of
            the restrictions in this Clause 17, or which comes under the control
            of any or all of them during the currency of the restrictions in
            this Clause 17) will, either alone or jointly with, through or as
            manager, adviser, consultant or agent for any person, directly or
            indirectly:

            (a)   for a period of two (2) years from the Completion Date carry
                  on, or be engaged, concerned or interested in, or assist, any
                  business competing, directly or indirectly, with any part or
                  all of the Business in the Territory.

            (b)   for a period of two (2) years from the Completion Date in
                  competition with any part or all of the Business either seek
                  to procure orders from, or do business with, or procure
                  directly or indirectly any other person to seek to procure
                  orders from or do business with, any person who has been a
                  customer of any Target Group Company in any part or all of the
                  Business at any time during the previous twelve (12) months
                  period;

            (c)   for a period of two (2) years from the Completion Date engage,
                  employ, solicit, or contact with a view to the engagement or
                  employment by any person, any employee, officer or manager of
                  any Target Group Company;

            (d)   do or say anything which is harmful to the reputation of any
                  Target Group Company or which may lead any person to cease to
                  deal with any Target Group Company in connection with any part
                  or all of the Business on substantially equivalent terms to
                  those previously offered or at all;

            (e)   for a period of two (2) years from the Completion Date seek to
                  contract with or engage, in such a way as to adversely affect
                  the business of any Target Group Company as carried on at the
                  date of this Agreement, any person or entity who has been
                  contracted with or engaged to manufacture, assemble, supply or
                  deliver products, goods, materials or services to any Target
                  Group Company at any time during the previous twelve (12)
                  months period;

            with the intent that each of the foregoing provisions of this Clause
            17.1 shall constitute an entirely separate and independent
            restriction on the Seller and each of the Warrantors.

51
<PAGE>

      17.2  It is agreed between the parties that, whilst the restrictions set
            out in Clause 17.1 are considered fair and reasonable, if it should
            be found that any of the restrictions be void or unenforceable as
            going beyond what is fair and reasonable in all the circumstances
            and if by deleting part of the wording or substituting a shorter
            period of time or different geographical limit or a more restricted
            range of activities for any of the periods of time, geographical
            limits or ranges of activities set out in Clause 17.1 it would not
            be void or unenforceable then there shall be substituted such next
            less extensive period or limit or activity or such deletions shall
            be made as shall render Clause 17.1 valid and enforceable.

18.   INDEMNITIES

      18.1  The Warrantors hereby agree to indemnify and hold harmless and keep
            the Buyer indemnified for a period of four (4) years and nine (9)
            months from the Completion Date against all costs, claims, actions,
            proceedings, demands, losses, awards, penalties, fines, liabilities
            (including without limitation, any liability to Taxation) and
            expenses (including, without limitation, reasonable legal and other
            professional fees) which the Buyer or any Target Group Company may
            incur in relation to or arising out of or in connection with the
            Pre-Completion Reorganisation or any repayment of the Inter-Company
            Indebtedness.

      18.2  The Warrantors hereby agree to indemnify and hold harmless and keep
            the Buyer indemnified for a period of three (3) years from the
            Completion Date against all costs, claims, actions, proceedings,
            demands, losses, awards, penalties, fines, liabilities (including
            without limitation, any liability to Taxation) and expenses
            (including, without limitation, reasonable legal and other
            professional fees) which the Buyer or any Target Group Company may
            incur in relation to or arising out of or in connection with the
            employment of Shay Loftus by the Target Group prior to Completion
            including, but not limited to, any claim in relation to commission
            payments and/or any claim in respect of performance related matters.

      18.3  The Warrantors hereby agree to indemnify and hold harmless and keep
            the Buyer indemnified for a period of three (3) years from the
            Completion Date against all costs, claims, actions, proceedings,
            demands, losses, awards, penalties, fines, liabilities (including
            without limitation, any liability to Taxation) and expenses
            (including, without limitation, reasonable legal and other
            professional fees) which the Buyer or any Target Group Company may
            incur in relation to or arising out of or in connection with any
            redundancies implemented by the Seller or any Target Group Company
            prior to Completion.

      18.4  The Warrantors hereby agree to indemnify and hold harmless and keep
            the Buyer indemnified for a period of three (3) years from the
            Completion Date against all costs, claims, actions, proceedings,
            demands, losses, awards, penalties, fines, liabilities (including
            without limitation, any liability to Taxation) and expenses
            (including, without limitation, reasonable legal and

52
<PAGE>

            other professional fees) which the Buyer or any Target Group Company
            may incur in relation to or arising out of or in connection with the
            claims made by Niall Geoghegan, Geraldine Burke and Lisa Whelan
            against any Target Group Company prior to Completion and which are
            not recovered by the Buyer or any Target Group Company from the
            pre-Completion insurer of the Target Group Companies.

19.   PENSIONS

      19.1  For the purposes of this Clause only, "DEFINED BENEFIT SCHEME" means
            a pension scheme under which the amount of some or all of the
            retirement benefits payable to or in respect of a member of the
            scheme is calculated in accordance with a pre-determined formula
            which takes account of the service of the member to retirement,
            death or withdrawal and the remuneration of the member averaged over
            his service at or close to his retirement, death or withdrawal
            within the meaning of Section 2 of the Pensions Act and includes in
            particular the Discontinued Schemes as defined in paragraph 16 of
            Schedule 4 hereto.

      19.2  The Warrantors and the Seller hereby agree to indemnify and hold
            harmless and keep the Buyer indemnified for a period of five (5)
            years commencing on 20th March, 2003 against all costs, claims,
            debts, charges, actions, proceedings, demands, losses, awards,
            penalties, fines, liabilities (including without limitation, any
            liability to taxation) and expenses (including, without limitation,
            legal and other professional fees, and fines under the provisions of
            the Pensions Acts 1990-2004 and expenses relating to compliance with
            a direction of the Pensions Ombudsman) which either the Buyer or
            Seller Group may incur suffer or have brought against it, (a
            "PENSION CLAIM") in relation to any such Defined Benefit Scheme or
            its administration or operation including but not limited to any
            Pension Claim arising from or related directly or indirectly to:

            (a)   the Seller Group not paying the required amount of employer
                  contributions in accordance with the Defined Benefit Scheme
                  trust deed and rules;

            (b)   any trustee failing to collect the required amount of employer
                  contributions due to any such Defined Benefit Scheme in
                  accordance with the Defined Benefit Scheme trust deed and
                  rules and/or arrange the timely investment of employer
                  contributions;

            (c)   the administration, implementation, trusteeship, management or
                  supervision of the winding up, of any Defined Benefit Scheme;

            (d)   the transfer of members or their entitlements to another
                  scheme; or

            (e)   any breach by the Seller Group whether as a trustee or on its
                  own behalf, or by any of the trustees (current or former) of a
                  Defined Benefit Scheme, of the Pensions Acts 1990-2004 and any
                  regulations

53
<PAGE>

                  made thereunder and all other laws or regulations applicable
                  to an Occupational Pension Scheme as defined in the Pensions
                  Acts 1990 - 2004 or of any obligation to any current or former
                  employee of Seller Group (or the spouse, dependant or personal
                  representative of such individual) under any such Defined
                  Benefit Scheme prior to the Completion Date.

      19.3  The Warrantors and the Seller further agree to indemnify and hold
            harmless and keep the Buyer indemnified for a period of five (5)
            years commencing on 20th March, 2003 against any obligation which
            may arise for the Buyer to indemnify each and any and every trustee
            and former trustee of any Defined Benefit Scheme.

20.   GUARANTEE

      20.1  THE WARRANTORS' GUARANTEE

            (a)   In consideration of the Buyer entering into this Agreement,
                  the Warrantors hereby unconditionally guarantee to the Buyer
                  the due and punctual performance and observance by the Seller
                  of all its obligations hereunder and the punctual discharge by
                  the Seller of its liabilities to the Buyer contained in or
                  arising under this Agreement (the "WARRANTORS' GUARANTEE").

            (b)   The Warrantors' Guarantee shall be a continuing guarantee and
                  shall continue in full force and effect until all liabilities
                  or purported liabilities of the Seller arising hereunder, and
                  all monies owing or payable or purported to be owing or
                  payable by the Seller under this Agreement (as amended by
                  agreement between the parties hereto from time to time) or
                  arising from any termination of this Agreement shall have been
                  paid, discharged or satisfied in full and notwithstanding any
                  insolvency of the Seller or any change in the status of the
                  Seller. For the avoidance of doubt, the obligations of the
                  Warrantors pursuant to this Clause 20.1 shall not be affected
                  by the liquidation of the Seller (whether by its members or
                  creditors) or the Seller being struck off the register of
                  companies maintained by the Registrar of Companies.

            (c)   The Warrantors shall not be exonerated or discharged nor shall
                  their liability be affected by any forbearance, whether as to
                  payment, time, performance or otherwise howsoever or by any
                  other indulgence being given to the Seller or by the variation
                  of the terms of this Agreement or by any act, thing, omission
                  or means whatsoever which, but for this provision, might
                  operate to exonerate or discharge the Warrantors from their
                  obligations under the Warrantors' Guarantee.

      20.2  THE PARENT'S GUARANTEE

            (a)   In consideration of the Seller entering into this Agreement,
                  the Parent hereby unconditionally guarantees to the Seller the
                  due and punctual

54
<PAGE>

                  performance by the Buyer of all of its payment obligations
                  hereunder (the "PARENT'S GUARANTEE").

            (b)   The Parent's Guarantee shall be a continuing guarantee and
                  shall continue in full force and effect until all monies owing
                  or payable or purported to be owing or payable by the Buyer
                  under this Agreement (as amended by agreement between the
                  parties hereto from time to time) or arising from any
                  termination of this Agreement shall have been paid, discharged
                  or satisfied in full and notwithstanding any insolvency of the
                  Buyer or any change in the status of the Buyer.

            (c)   The Parent shall not be exonerated nor discharged nor shall
                  its liability be affected by any forbearance, whether as to
                  payment, time, performance or otherwise howsoever or by any
                  other indulgence being given to the Buyer or by the variation
                  of the terms of this Agreement or by any act, thing, omission
                  or means whatsoever which, but for this provision, might
                  operate to exonerate or discharge the Parent from its
                  obligations under the Parent's Guarantee.

21.   ASSIGNMENT

      21.1  The Buyer may:

            (a)   at any time assign all or any part of the benefit of, or its
                  rights or benefits under, this Agreement to any member of the
                  Buyer Group; and

            (b)   at any time after the end of the Earn-Out Period, assign all
                  or any part of the benefit of, or its rights or benefits
                  under, this Agreement to any person.

      21.2  The Seller and the Warrantors shall not assign all or any part of
            the benefit of, or their rights or benefits under, this Agreement
            without the prior written consent of the Buyer, other than as
            permitted by Clause 21.4.

      21.3  The Buyer may disclose to a proposed assignee information in its
            possession relating to the provisions of this Agreement and the
            other party which it is necessary to disclose for the purposes of
            the proposed assignment, notwithstanding the provisions of Clause 23
            (Confidentiality).

      21.4  In consideration of the Warrantors guaranteeing the obligations of
            the Seller to the Buyer pursuant to Clause 20.1(a) hereof, the Buyer
            irrevocably consents, in the event of a members' voluntary
            liquidation of the Seller following the Completion Date and as part
            of such liquidation process, to any distribution, assignment,
            novation or disposal (howsoever arising) of all the Seller's rights,
            title, obligations and interests under this Agreement generally to
            the Warrantors or to a Seller Group Company. The Buyer shall, at the
            request of the Warrantors but subject to it being indemnified in
            respect of its reasonable costs, execute any documentation in a form
            reasonably satisfactory to the

55
<PAGE>

            Buyer that may be reasonably required of it in order to give effect
            to such consent.

22.   ANNOUNCEMENTS

      22.1  No announcement concerning the transaction contemplated by this
            Agreement or any ancillary matter shall be made by either party
            without the prior written consent of the other, such consent not to
            be unreasonably withheld or delayed. This restriction does not apply
            in the circumstances described in Clause 22.2.

      22.2  Following Completion, either party may, after notice to the other
            party, make an announcement concerning the transaction contemplated
            by this Agreement or any ancillary matter if required by:

            (a)   law; or

            (b)   any securities exchange or regulatory or governmental body to
                  which that party is subject, wherever situated, including
                  (amongst other bodies) the Irish Stock Exchange, the Irish
                  Takeover Panel or the Irish Competition Authority, whether or
                  not the requirement has the force of law.

23.   CONFIDENTIALITY

      23.1  Each party shall treat as confidential all information obtained as a
            result of entering into or performing this Agreement which relates
            to:

            (a)   the provisions of this Agreement;

            (b)   the negotiations relating to this Agreement;

            (c)   the subject matter of this Agreement; or

            (d)   the other party.

            This Clause shall not apply in the circumstances described in Clause
            23.2.

      23.2  Either party may disclose information which would otherwise be
            confidential:

            (a)   if and to the extent required by law or for the purpose of any
                  judicial inquiry or proceedings;

            (b)   if and to the extent required by existing contractual
                  obligations;

            (c)   if and to the extent required by any securities exchange or
                  regulatory or governmental body to which that party is
                  subject, wherever situated, including (amongst other bodies)
                  the Irish Stock Exchange or the Panel, whether or not the
                  requirement for information has the force of law;

56
<PAGE>

            (d)   if and to the extent required to vest the full benefit of this
                  Agreement in that party;

            (e)   to its professional advisers, auditors and bankers;

            (f)   if and to the extent the other party has given prior written
                  consent to the disclosure; or

            (g)   if and to the extent the information has come into the public
                  domain through no fault of that party.

      23.3  Any information to be disclosed pursuant to Clauses 23.2(a) to
            23.2(g) shall be disclosed only after notice to the other party.

      23.4  Notwithstanding the generality of the foregoing provisions of this
            Clause 23, the Seller and the Warrantors shall not and shall procure
            that no body corporate controlled by them shall, at any time after
            the date of this Agreement, make use of or disclose for their own
            benefit or for or on behalf of or to any other person any
            Confidential Information which may be within or may come to their
            knowledge.

      23.5  The Seller and the Warrantors shall and shall procure that any body
            corporate controlled by them, will use all reasonable endeavours to
            prevent the disclosure of any Confidential Information.

      23.6  Clause 23.4 shall not apply to:

            (a)   disclosure of any Confidential Information to officers or
                  employees of the Buyer or any Target Group Company whose
                  province it is to know about the Confidential Information;

            (b)   disclosure of any Confidential Information required by law or
                  by a recognised stock exchange;

            (c)   disclosure of any Confidential Information to any professional
                  adviser, auditor or banker for the purpose of advising the
                  Seller or the Warrantors and on terms that this Clause 23
                  shall apply to any use or disclosure by the professional
                  adviser, auditor or banker;

            (d)   any Confidential Information which comes into the public
                  domain otherwise than by breach of this Clause 23 by the
                  Seller or the Warrantors.

24.   COSTS

      Except as otherwise provided in this Agreement, each party shall pay its
      own costs and expenses in relation to the negotiation, preparation,
      execution and implementation of this Agreement and all other agreements
      forming part of the sale and purchase of the Shares contemplated by this
      Agreement. In addition, the Warrantors shall pay all the costs and
      expenses of the Warrantors and/or the Seller Group and/or the Target

57
<PAGE>

      Group Companies arising out of or in connection with the Pre-Completion
      Reorganisation.

25.   FURTHER ASSURANCE

      25.1  Each of the Warrantors and the Seller shall, from time to time on
            request and at his own expense, do or procure the doing of all acts
            and/or the execution of all documents in a form satisfactory to the
            Buyer which the Buyer may consider necessary for giving full effect
            to this Agreement and securing to the Buyer the full benefit of the
            rights, powers and remedies conferred upon the Buyer in or by this
            Agreement.

      25.2  Each of the Warrantors and the Seller irrevocably appoints the Buyer
            as his/its attorney to sign, execute and deliver on his/its behalf
            all deeds and documents and to do all acts and things necessary for
            giving full effect to this Agreement and securing to the full
            benefit of the rights, powers and remedies conferred upon the Buyer
            in or by this Agreement.

26.   REMEDIES AND WAIVERS

      26.1  No delay or omission by any party to this Agreement in exercising
            any right, power or remedy provided by law or under this Agreement
            shall:

            (a)   affect that right, power or remedy; or

            (b)   operate as a waiver of it.

      26.2  The exercise or partial exercise of any right, power or remedy
            provided by law or under this Agreement shall not preclude any other
            or further exercise of it or the exercise of any other right, power
            or remedy.

      26.3  The rights, powers and remedies provided in this Agreement are
            cumulative and not exclusive of any rights, powers and remedies
            provided by law.

27.   SEVERABILITY

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

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

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

28.   JOINT LIABILITY

      28.1  The obligations of the Warrantors under this Agreement are joint and
            are subject to the provisions of Clause 13.1(c).

58
<PAGE>

      28.2  If any liability of one or some but not all of the Warrantors is, or
            becomes, illegal, invalid or unenforceable in any respect, that
            shall not affect or impair the liabilities of the other Warrantors
            under this Agreement.

      28.3  Subject to Clause 13.1(c), where any liability of one or some but
            not all of the Warrantors arising out of an obligation which is
            joint is released (in whole or in party) whether by deed, by accord
            and satisfaction or otherwise, the other Warrantors shall continue
            to be jointly liable on that obligation.

      28.4  Any notice given by the Buyer or the Parent to any one or more of
            the Warrantors shall be deemed to be a notice given to all the
            Warrantors, and any notice received by the Buyer or the Parent from
            any of the Warrantors shall be deemed to be a notice given jointly
            by all of the Warrantors.

      28.5  Wherever in this Agreement provision is made for the payment by the
            Buyer to the Warrantors payment by the Buyer to the Seller's
            Solicitors or any one of the Warrantors shall constitute discharge
            by the Buyer of its obligation to make such payment and the Buyer
            shall not be obliged to see to the application of the monies paid as
            between the relevant Warrantors.

29.   GENERAL

      29.1  No variation of this Agreement shall be valid unless it is in
            writing and signed by or on behalf of each of the parties.

      29.2  This Agreement shall enure to the benefit of and be binding upon the
            personal representatives and estate or successors and assigns (as
            the case may be) of the parties.

30.   NOTICES

      30.1  Subject to Clause 30.2, any notice or other communication under this
            Agreement shall only be effective if it is in writing.

      30.2  Communication by electronic mail shall not be effective under this
            Agreement.

      30.3  Any notice or other communication given or made under this Agreement
            shall be addressed as provided in Clause 30.5 and, if so addressed,
            shall, in the absence of earlier receipt, be deemed to have been
            duly given or made as follows:

            (a)   if sent by personal delivery, on delivery at the address of
                  the relevant party;

            (b)   if sent by pre-paid post, two clear Business Days after the
                  date of posting;

            (c)   if sent by facsimile, on the Business Day after having been
                  transmitted.

59
<PAGE>

      30.4  Any notice or other communication given or made, or deemed to have
            been given or made, outside Working Hours will be deemed not to have
            been given or made until the start of the next period of Working
            Hours.

      30.5  The relevant notice details are:

            THE WARRANTORS:    As set out in Schedule 1

            THE BUYER:         General Counsel
                               Inter-Tel Incorporated
                               1615 So. 52nd St.
                               Tempe
                               Arizona 85281
                               Facsimile Number: 480 449 8929

            With a copy to:    Chief Financial Officer
                               Inter-Tel Incorporated
                               1615 So. 52nd St.
                               Tempe
                               Arizona 85281
                               Facsimile Number: 480 449 8929

            THE SELLER:        The Company Secretary
                               Lake Holdings Limited
                               c/o KPMG, 1 Stokes Place, Dublin 2

            THE PARENT:        General Counsel
                               Inter-Tel Incorporated
                               1615 So. 52nd St.
                               Tempe
                               Arizona 85281
                               Facsimile Number: 480 449 8929

            With a copy to:    Chief Financial Officer
                               Inter-Tel Incorporated
                               1615 So. 52nd St.
                               Tempe
                               Arizona 85281
                               Facsimile Number: 480 449 8929

      30.6  A party may notify the other parties of a change to its notice
            details. That notification shall only be effective on:

            (a)   any effective date specified in the notification; or

            (b)   if no effective date is specified or the effective date
                  specified is less than five (5) clear Business Days after the
                  date when notice is received, the date falling five (5) clear
                  Business Days after the notification has been received.

60
<PAGE>

      30.7  The provisions of this Clause shall not apply in relation to the
            service of Service Documents (as defined in Clause 31.5).

31.   GOVERNING LAW AND JURISDICTION

      31.1  This Agreement is governed by, and shall be construed in accordance
            with the laws of Ireland.

      31.2  Subject to Clause 31.3, each of the parties to this Agreement
            irrevocably agrees that the courts of Ireland are to have exclusive
            jurisdiction to settle any dispute arising out of or in connection
            with this Agreement and, for such purposes, irrevocably submits to
            the exclusive jurisdiction of such courts. Any proceeding, suit or
            action arising out of or in connection with this Agreement (the
            "PROCEEDINGS") shall, subject to Clause 31.3, therefore be brought
            in the courts of Ireland.

      31.3  In the event that any of the Warrantors cease to reside in Ireland
            or any significant assets belonging to any of the Warrantors are
            transferred outside the jurisdiction of Ireland following
            Completion, notwithstanding the provisions of Clause 31.2 the Buyer
            shall be entitled to bring Proceedings in any jurisdiction(s) where
            a Warrantor resides or any significant assets belonging to a
            Warrantor are located at the date of issue of the Proceedings. The
            taking of Proceedings in any one or more jurisdictions referred to
            in Clause 31.2 or this Clause 31.3 shall not preclude the taking of
            Proceedings in any of those jurisdictions (whether concurrently or
            not) if and to the extent permitted by applicable law.

      31.4  Each of the parties to this Agreement irrevocably waives any
            objection to Proceedings in the courts referred to in Clauses 31.2
            and 31.3 on the grounds of venue or on the grounds of forum non
            conveniens.

      31.5  "SERVICE DOCUMENT" means a writ, summons, order, judgment or other
            document relating to or issued in connection with any Proceedings.

      31.6  The Buyer and the Parent irrevocably appoint John Glackin of Arthur
            Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2 to be its agent
            for the service of process in Ireland. The Buyer and the Parent
            agree that any Service Document may be effectively served on them in
            connection with Proceedings in Ireland by service on their agent.

      31.7  Any Service Document shall be deemed to have been duly served if
            marked for the attention of John Glackin, Arthur Cox at Earlsfort
            Centre, Earlsfort Terrace, Dublin 2 or such other address within
            Ireland as may be notified and:

            (a)   left at the specified address; or

            (b)   sent to the specified address by pre-paid post.

61
<PAGE>

            In the case of (a) the Service Document shall be deemed to have been
            duly served when it is left. In the case of (b) the Service Document
            shall be deemed to have been duly served three (3) clear Business
            Days after the date of posting.

      31.8  If the agent at any time ceases for any reason to act as such, the
            Buyer and the Parent shall appoint a replacement agent having an
            address for service in Ireland and shall notify the Seller of the
            name and address of the replacement agent. Failing such appointment
            and notification, the Seller shall be entitled by notice to the
            Buyer and the Parent to appoint a replacement agent to act on the
            Buyer's and the Parent's behalf. The provisions of this Clause
            applying to service on an agent apply equally to service on a
            replacement agent.

      31.9  A copy of any Service Document served on an agent shall be sent by
            post to the Buyer and/or the Parent (as the case may be).

32.   ENTIRE AGREEMENT

      32.1  For the purposes of this Clause, "PRE-CONTRACTUAL STATEMENT" means a
            Draft agreement, undertaking, representation, warranty, promise,
            assurance or arrangement of any nature whatsoever, whether or not in
            writing, relating to this Agreement made or given by a party to this
            Agreement or any other person at any time prior to the date of this
            Agreement.

      32.2  This Agreement and the Disclosure Letter together with, on the
            Completion Date, the Completion Disclosure Letter constitute the
            whole and only agreement between the parties relating to the sale
            and purchase of the Shares as contemplated by this Agreement and,
            save in respect of fraud, the parties hereto shall have no claim
            other than a claim for breach of contract in respect of the
            Warranties set out herein.

      32.3  Except to the extent repeated in this Agreement, this Agreement
            supersedes and extinguishes any Pre-contractual Statement.

      32.4  Each party acknowledges that in entering into this Agreement it is
            not relying upon any Pre-contractual Statement which is not set out
            in this Agreement.

      32.5  Subject to Clause 32.2, no party shall have any right of action
            against any other party to this Agreement arising out of or in
            connection with any Pre-contractual Statement (except in the case of
            fraud) except to the extent repeated in this Agreement.

33.   COUNTERPARTS

      33.1  This Agreement may be executed in any number of counterparts, and by
            the parties on separate counterparts, but shall not be effective
            until each party has executed at least one counterpart.

62
<PAGE>

      33.2  Each counterpart shall constitute an original of this Agreement, but
            all the counterparts shall together constitute but one and the same
            instrument.

63
<PAGE>

Signed, sealed and delivered by                  _______________________________
ANTHONY BERMINGHAM
in the presence of:

Signature of witness: ______________________________
Name:                 ______________________________
Address:              ______________________________
                      ______________________________
Occupation:           ______________________________

Signed, sealed and delivered by                  _______________________________
CAOIMHIN O'LAOI
in the presence of:

Signature of witness: ______________________________
Name:                 ______________________________
Address:              ______________________________
                      ______________________________
Occupation:           ______________________________

Signed, sealed and delivered by                  _______________________________
MICHAEL O'DWYER
in the presence of:

Signature of witness: ______________________________
Name:                 ______________________________
Address:              ______________________________
                      ______________________________
Occupation:           ______________________________

Signed, sealed and delivered by                  _______________________________
MICHAEL TOPE
in the presence of:

Signature of witness: ______________________________
Name:                 ______________________________
Address:              ______________________________
                      ______________________________
Occupation:           ______________________________

                                       64
<PAGE>

Signed by                                        _______________________________
for and on behalf of
INTER-TEL LAKE LIMITED
in the presence of:

Signature of witness: ______________________________
Name:                 ______________________________
Address:              ______________________________
                      ______________________________
Occupation:           ______________________________

Signed by                                        _______________________________
for and on behalf of
LAKE HOLDINGS LIMITED
in the presence of:

Signature of witness: ______________________________
Name:                 ______________________________
Address:              ______________________________
                      ______________________________
Occupation:           ______________________________

Signed by                                        _______________________________
for and on behalf of
INTER-TEL INC
in the presence of:

Signature of witness: ______________________________
Name:                 ______________________________
Address:              ______________________________
                      ______________________________
Occupation:           ______________________________

                                       65