<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y23323exv99w1.txt
<DESCRIPTION>SHARE SALE AND PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

                             SHARE SALE AND PURCHASE
                                    AGREEMENT
                           relating to Cramer Systems
                                  Group Limited

Dated 18 July 2006

Broadview (1)
Kennet (2)
HarbourVest (3)
The Executives (4)
The Management Shareholders (5)
Amdocs Limited (6)
Amdocs Astrum Limited (7)
Jonathan McKay (8)


                                                                (SJ BERWIN LOGO)
<PAGE>

     DATE 18 July 2006

     PARTIES

(1)  BROADVIEW details of which are set out in Part 1 of Schedule 1
     ("Broadview");

(2)  KENNET details of which are set out in Part 2 of Schedule 1 ("Kennet");

(3)  HARBOURVEST details of which are set out in Part 3 of Schedule 1
     ("HarbourVest");

(4)  THE EXECUTIVES details of which are set out in Part 5 of Schedule 1 (the
     "Executives");

(5)  THE MANAGEMENT SHAREHOLDERS details of which are set out in Part 6 of
     Schedule 1 (the "Management Shareholders");

(6)  AMDOCS LIMITED (number 19528) whose registered office is at Tower Hill
     House, Le Bordage, Suite 5, St Peter Port, Guernsey GY1 3QT, The Channel
     Islands (the "Buyer Parent");

(7)  AMDOCS ASTRUM LIMITED (number 423608) whose registered office is at 1st
     Floor, Block 5, East Point Business Park, Dublin 3, Eire (the "Buyer"); and

(8)  JONATHAN MCKAY of The Beacon, Penn, Buckinghamshire HP10 8ND.

     INTRODUCTION

(A)  The Buyer wishes to buy all of the issued and to be issued share capital of
     the Company.

(B)  Each Seller is the legal and beneficial owner of the Sellers' Shares set
     out against his/its name in Part 4 of Schedule 1 of this Agreement and each
     has the right, power and authority to sell and transfer its proportion of
     the Sellers' Shares in the manner contemplated by this Agreement.

(C)  In accordance with Article 10 of the Articles, the Buyer has before the
     execution of this Agreement made a written offer in the agreed form (the
     "Co-sale Offer Document") to Broadview and Kennet to buy all the Preferred
     Shares held by each of them, subject at all times to the provisions of
     Article 10.4 of the Articles.

(D)  The Sellers have agreed to sell to the Buyer and the Buyer has agreed to
     purchase the Sellers' Shares for that part of the Consideration which is
     referable to the Sellers' Shares in accordance with the terms of this
     Agreement, and otherwise in the manner and on and subject to the terms of
     this Agreement. The agreement so made by Broadview and Kennet in respect of
     their Preferred Shares is made by them by way of acceptance of the offer
     referred to in Recital (C).

(E)  The Sellers hold the Vested Options and the Unvested Options set against
     their respective names in columns 7 (Vested Options) and 8 (Unvested
     Options) of Part 4 Schedule 1 (together, the "Sellers' Options"). The
     Sellers have agreed on Completion to exercise those Vested Options and to
     sell to the Buyer, and the Buyer has agreed to purchase, the shares in the
     capital in the Company issuable on exercise of the Sellers' Vested Options
     (together, the "Sellers' Option Shares") for that part of the Consideration
     which is referable to the Sellers' Option Shares in accordance with the
     terms of this Agreement, and otherwise in the manner and on and subject to
     the terms of this Agreement. The Sellers have further agreed to exchange
     the Unvested Options set against their respective names in column 8
     (Unvested Options) of Part 4 of Schedule 1 for a number of Rollover Options
     calculated in accordance with Schedule 11 of this Agreement.

(F)  Schedule 9 contains details of all the Shares and Options other than the
     Sellers' Shares and the Sellers' Options respectively.




<PAGE>

(G)  The Sellers' Shares and the Sellers' Option Shares together represent more
     than ninety per cent. of the total voting rights conferred by all the
     shares in issue in the capital of the Company on a fully diluted basis
     (that is, assuming the exercise of all rights to subscribe for, or to
     convert any security into, shares of any class in the Company).

(H)  After the signing of this Agreement the Warrantors shall cause the Company
     to send to all the holders of Shares and Options other than the Sellers,
     and to any other person who after the date of this Agreement holds shares
     of any class in the capital of the Company or rights to subscribe for, or
     to convert any security into, shares of any class in the Company, letters
     in the agreed form containing details of the Buyer's offer for their shares
     and rights, in each case offering the consideration referred to in Schedule
     11.

(I)  At Completion the Buyer shall acquire the Sellers' Shares and the Sellers'
     Option Shares, together with any other shares in the capital of the Company
     whose holders have at that time accepted the offer made to them by the
     Buyer as referred to in Recital (H) and shall at Completion issue Rollover
     Options to holders of Unvested Options whose holders have at that time
     accepted the offer so made by the Buyer.

(J)  If and to the extent that the offer made by the Buyer as referred to in
     Recital (H) is not accepted in accordance with its terms by any person to
     whom it is made, the parties intend that any issued shares in the Company
     be compulsorily acquired by the Buyer in accordance with the drag-along
     provisions contained in Articles 7.9 and 7.10 of the New Articles for the
     price per share of the relevant class set out in Schedule 11. To the extent
     not exercised in accordance with their terms or the subject of an
     acceptance of the Buyer's offer as referred to in Recital (H), rights to
     subscribe for, or to convert any security into, shares of any class in the
     Company will lapse not later than 40 days after Completion.

     OPERATIVE PROVISIONS

1    DEFINITIONS

     In this Agreement, except where a different interpretation is necessary in
     the context, the words and expressions set out below shall have the
     following meanings:

<TABLE>
<S>                                  <C>
A Ordinary Shares                    A ordinary shares of 0.01p each in the
                                     capital of the Company

A Preferred Shares                   A participating preferred shares of 0.1p
                                     each in the capital of the Company

Accounts                             the audited consolidated balance sheet as
                                     at the Accounts Date, and the audited
                                     consolidated profit and loss account for
                                     the financial year ended on the Accounts
                                     Date, of the Company together with the
                                     statement of cash flows, auditors' report
                                     and directors' report annexed thereto and
                                     the notes thereon

Accounts Date                        31 July 2005

Agreement                            this agreement including the Introduction
                                     and the Schedules

Approval                             an approval, grant, authority, consent or
                                     licence granted by a government or
                                     governmental authority

Articles                             the articles of association of the Company
                                     in force at the date of this Agreement

B Ordinary Shares                    B ordinary shares of 0.01p each in the
                                     capital of the Company
</TABLE>




<PAGE>

<TABLE>
<S>                                  <C>
Borrowings                           any third party (and not intra-Group
                                     Company) indebtedness for or in respect of:

                                     (a)  monies borrowed;

                                     (b)  any amount raised by acceptance under
                                          any acceptance credit facility or
                                          dematerialised equivalent;

                                     (c)  any amount raised under any note
                                          purchase facility or the issue of
                                          bonds, notes, debentures, loan stock
                                          or any similar instrument;

                                     (d)  the amount of any liability in respect
                                          of any lease or hire purchase contract
                                          which would, in accordance with
                                          International Financial Reporting
                                          Standards issued and/or adopted by the
                                          International Accounting Standards
                                          Board, be treated as a finance or
                                          capital lease;

                                     (e)  receivables sold or discounted (other
                                          than receivables to the extent they
                                          are sold on a non-recourse basis);

                                     (f)  any amount raised under any other
                                          transaction (including any forward
                                          sale or purchase agreement) having the
                                          commercial effect of borrowing;

                                     (g)  any derivative transaction entered
                                          into in connection with protection
                                          against or benefit from fluctuation in
                                          any rate or price;

                                     (h)  any counter-indemnity obligation in
                                          respect of a guarantee, bond, standby
                                          or documentary letter of credit or any
                                          other instrument issued by a bank or
                                          financial institution; and

                                     (i)  the amount of any liability in respect
                                          of any guarantee or indemnity for any
                                          of the terms referred to at (a) to (h)
                                          (inclusive) of this definition

B Preferred Shares                   B redeemable participating preferred shares
                                     of 0.01p each in the capital of the Company

Business                             the business of the Group Companies as at
                                     Completion

Business Day                         a day (other than a Saturday, Sunday or
                                     public holiday) when banks are open for
                                     business in the City of London and the
                                     United States of America

Buyer Completion Adjustment          has the meaning given in clause 12.10

Buyer Condition                      has the meaning given in clause 2.1

Buyer's Group                        the Buyer, its subsidiaries and subsidiary
                                     undertakings from time to time, (excluding
                                     the Company and the Subsidiaries) and any
                                     holding company or undertaking of the Buyer
                                     from time to time

C Ordinary Shares                    C ordinary shares of 0.01p each in the
                                     capital of the Company
</TABLE>




<PAGE>

<TABLE>
<S>                                  <C>
Claim                                any claim for breach of Warranty or any
                                     other provision of this Agreement including
                                     without limitation a claim under the Tax
                                     Covenant

Companies                            the Company and the Subsidiaries and each
                                     or any of them

Company                              Cramer Systems Group Limited, short
                                     particulars of which are set out in Part 1
                                     of Schedule 2

Completion                           completion of the sale and purchase of the
                                     Sellers' Shares and the Sellers' Option
                                     Shares in accordance with the terms of
                                     clause 7 of this Agreement

Completion Accounts                  the consolidated balance sheet of the Group
                                     Companies as at the Completion Accounts
                                     Date prepared in accordance with clause
                                     12.1

Completion Accounts Date             31 July 2006 if the Completion Date falls
                                     on or before 15 August 2006, 31 August 2006
                                     if the Completion Date falls after 15
                                     August 2006 and on or before 15 September
                                     2006, 30 September 2006 if the Completion
                                     Date falls after 15 September 2006 and on
                                     or before 15 October 2006, and if the
                                     Completion Date falls after 15 October 2006
                                     and on or before the Longstop Date, the
                                     Completion Date

Completion Date                      the date of Completion

Completion Escrow Account            a United States dollar interest-bearing
                                     account in the name of the Escrow Agents or
                                     any account replacing that bank account
                                     pursuant to the terms of the Escrow
                                     Instruction Letter

Completion Escrow Agents             Olswang of 90 High Holborn London WC1V 6XX
                                     and SJ Berwin LLP of 10 Queen Street Place
                                     London EC4R 1BE, or in either case any
                                     replacement for that firm from time to time
                                     as agreed between the Buyer and the
                                     Sellers' Representatives

Completion Escrow Amount             US$4,000,000

Completion Exchange Rate             the closing mid-point rate for conversion
                                     of pounds sterling into United States
                                     dollars as published by Bloomberg's
                                     Financial Service on Bloomberg's Screen:
                                     "Currency HP", area: "Compsite (Ldn).
                                     Market: "mid/trd" on the Business Day prior
                                     to the Completion Accounts Date

Computer Data                        the computer-readable information or data
                                     used by the Group in the Business and
                                     stored in electronic form

Computer Hardware                    the computer hardware, firmware, equipment
                                     and ancillary equipment (other than
                                     Computer Software and Computer Data) used
                                     by the Group in the Business

Computer Software                    the computer programs used and/or supplied
                                     by the Group in the Business from time to
                                     time

Condition Satisfaction Date          has the meaning given in clause 2.5
</TABLE>




<PAGE>

<TABLE>
<S>                                  <C>
Confidential Information             all information of a confidential nature
                                     disclosed by one party to another party,
                                     including, for the avoidance of doubt, the
                                     provisions and subject matter of this
                                     Agreement

Consideration                        the consideration referred to in clause 4

Consultants                          those individuals who are providing
                                     personal services to the Company or the
                                     Subsidiaries under an agreement which is
                                     not a contract of employment with the
                                     Company including, in particular, where the
                                     individual acts as a consultant or is an
                                     independent contractor or is on secondment
                                     to the Company and "Consultant" shall mean
                                     any one of them

Constitutional Documents             with respect to any corporate entity, its
                                     memorandum and articles of association or
                                     analogous documents in the case of any
                                     jurisdiction outside England and Wales,
                                     shareholders' agreements and other similar
                                     documents governing the formation,
                                     organisation and management of that entity

Co-sale Offer Document               shall have the meaning set out in Recital
                                     (C) of this Agreement

Covenantor                           has the meaning given in clause 14.5

D Ordinary Shares                    D ordinary shares of 0.01p each in the
                                     capital of the Company

Director                             a current director of the Company details
                                     of whom are set out in Part 1 of Schedule 2

Disclosure Attachments               the documents attached to the Disclosure
                                     Letter for the purposes set out in the
                                     Disclosure Letter, but which are not the
                                     Disclosure Documents

Disclosure Date                      2 Business Days prior to the date of this
                                     Agreement

Disclosure Documents                 the 27 (twenty seven) documents appended to
                                     the Disclosure Letter and listed in the
                                     schedule annexed thereto

Disclosure Letter                    a letter in the agreed form dated on or
                                     before the date of this Agreement from the
                                     Warrantors to the Buyer, delivered to the
                                     Buyer (and copied to the Institutions for
                                     their information) immediately before
                                     execution of this Agreement, for which the
                                     Buyer has acknowledged receipt

Drag Along Date                      the date when a drag along notice is served
                                     in accordance with Article 7.9.2 of the New
                                     Articles

Dragged Shares                       all of the shares in the issued share
                                     capital of any class (including Y Shares)
                                     on the Drag Along Date except to the extent
                                     that stock transfer forms in respect of
                                     those shares (or any of them) are delivered
                                     to the Buyer on or prior to the Drag Along
                                     Date whether in accordance with paragraph
                                     1.1a of Schedule 3 or otherwise in a form
                                     and manner acceptable to the Buyer (acting
                                     reasonably)

E Ordinary Shares                    E ordinary shares of 0.01p each in the
                                     capital of the Company
</TABLE>




<PAGE>

<TABLE>
<S>                                  <C>
Employees                            those persons (including Directors) who are
                                     employed by any Group Company; where such
                                     expression appears in Part 2 of Schedule 5,
                                     it shall be in respect of Employees at the
                                     date of signing in respect of the
                                     Warranties given on the date of this
                                     Agreement and in respect of Employees at
                                     the date of Completion in respect of the
                                     Warranties given on the date of Completion
                                     save where the particular Warranty
                                     expressly states to the contrary

Encumbrance                          any interest or equity or right of any
                                     person (including any right to acquire,
                                     option or right of pre-emption) or any
                                     mortgage, charge, pledge, lien, assignment,
                                     hypothecation, security interest, title
                                     retention or any other security agreement
                                     or arrangement

Environment                          all or any of the following media, namely
                                     the air (including the air within buildings
                                     and other natural or man-made structures
                                     above or below ground) water and land and
                                     any living organisms supplied by those
                                     media

Environmental Consent                any assessment, authorisation, certificate,
                                     consent, licence, permission, permit,
                                     ruling, variation, modification, transfer
                                     or any other information or approval
                                     required by any Environmental Law or
                                     agreement made pursuant to Environmental
                                     Law

Environmental Law                    all applicable laws, including common law,
                                     statutes, subordinate legislation and other
                                     national and local laws and statutory
                                     guidance to the extent that they relate
                                     both to the preservation or protection of
                                     the Environment

Escrow Account                       has the meaning given in Part 1 of Schedule
                                     7

Escrow Agents                        has the meaning given in Part 1 of Schedule
                                     7

Escrow Amount                        has the meaning given in Part 1 of Schedule
                                     7

Escrow Instruction Letters           the letters relating to the operation of
                                     the Escrow Account and the Completion
                                     Escrow Account respectively, in the agreed
                                     form

F Ordinary Shares                    F ordinary shares of 0.01p each in the
                                     capital of the Company

Final Option Exercise Date           the date falling 39 days after Completion

FSMA                                 the Financial Services and Markets Act 2000

G Ordinary Shares                    G ordinary shares of 0.01p each in the
                                     capital of the Company

Governmental Entity                  any supra national, national, state,
                                     municipal or local government (including
                                     any subdivision, court, administrative
                                     agency or commission or other authority
                                     thereof) or any quasi governmental or
                                     private body exercising any regulatory,
                                     taxing, importing or other governmental or
                                     quasi governmental authority, including the
                                     European Union

Group                                the Company and the Subsidiaries
</TABLE>




<PAGE>

<TABLE>
<S>                                  <C>
Group Company                        any of the Companies

Guy Dubois Option Holder Letter      the letter in the agreed form addressed to
                                     Guy Dubois

H Ordinary Shares                    H ordinary shares of 0.01p each in the
                                     capital of the Company

ICTA                                 the Income and Corporation Taxes Act 1988

IHTA                                 the Inheritance Tax Act 1984

Independent Accountants              Ernst & Young LLP or such other firm as is
                                     agreed by the Buyer and the Sellers'
                                     Representatives

Information Technology               the Computer Hardware, Computer Data and
                                     Computer Software so far as any of the
                                     above are material to the Business

Institutions                         Broadview, Kennet and HarbourVest, and
                                     "Institution" shall be interpreted
                                     accordingly

Intellectual Property                patents, trade marks, service marks,
                                     registered designs, trade names, business
                                     names, domain names, copyright, database
                                     rights, rights in inventions, know-how and
                                     other intellectual property rights,
                                     semi-conductor topographies, inventions,
                                     rights in designs, whether registered or
                                     unregistered and including: (a) renewals,
                                     reversions or extensions applications and
                                     rights to apply for the grant of any of the
                                     foregoing; (b) rights under licenses,
                                     consents, statutes, orders or otherwise in
                                     relation to any of the foregoing; and (c)
                                     all rights or forms of protection having
                                     equivalent or similar effect anywhere in
                                     the world

Intellectual Property Rights         all the Intellectual Property used or
                                     exploited by any Group Company from time to
                                     time

Key Employee                         any person who at, or at any time during
                                     the 12 months immediately preceding the
                                     Completion Date, is or was an employee or
                                     Consultant of or to the Company or any of
                                     the Subsidiaries and who during that period
                                     is or was acting at management grade and is
                                     or was in possession of confidential
                                     information relating to any of the Company
                                     or the Subsidiaries including without
                                     limitation all of the Management
                                     Shareholders, Jonathan Craton and Donald
                                     Gibson (two of the Executives)

Know How                             all trade secrets, know-how, inventions,
                                     product information and unpublished
                                     information relating to the Intellectual
                                     Property Rights, secret or confidential
                                     information, current and/or prospective
                                     suppliers and customers (including any
                                     customer or supplier lists), data and
                                     information in the possession of and/or
                                     used by any of the Companies in the conduct
                                     of its business whether in writing or on
                                     computer disk

Lease                                means any lease underlease licence or
                                     occupational arrangement pursuant to which
                                     any Group Company holds an interest in any
                                     of the Properties

Longstop Date                        has the meaning given by clause 2.7
</TABLE>


<PAGE>

<TABLE>
<S>                                  <C>
LPMPA                                the Law of Property (Miscellaneous
                                     Provisions) Act 1994

Management Accounts                  the consolidated management accounts of the
                                     Company for the period from the Accounts
                                     Date to 30 June 2006 such accounts
                                     including a balance sheet as at 30 June
                                     2006, a copy of which is included in the
                                     Disclosure Documents

Net Cash                             the consolidated cash of the Group
                                     including any balances credited to the
                                     account of any Group Company with banks or
                                     other financial institutions at the
                                     Completion Accounts Date expressed in
                                     pounds sterling (excluding any proceeds
                                     actually received by or on behalf of any
                                     Group Company from the exercise of Options
                                     which have vested in accordance with their
                                     terms on or prior to the Final Option
                                     Exercise Date or which would have been
                                     received by or on behalf of any Group
                                     Company but for those Options being
                                     exercised on a cashless basis), less (i)
                                     the amount of the Borrowings of the Group
                                     as at the Completion Accounts Date
                                     expressed in pounds sterling and less (ii)
                                     the Working Capital Deficit Amount
                                     expressed in pounds sterling and less (iii)
                                     the Tax Amount expressed in pounds
                                     sterling, the overall resulting sum to be
                                     converted into US dollars at the Completion
                                     Exchange Rate

Net Cash Adjustment                  the Buyer's Completion Adjustment or the
                                     Sellers' Completion Adjustment as the case
                                     may be

New Articles                         the Articles as amended in the agreed form

Non-Disclosable Information          all information (including, but not limited
                                     to Confidential Information) which relates
                                     to the Companies, the Business, the
                                     negotiations relating to and the terms of
                                     this Agreement and the commercial or
                                     financial arrangements of any party

Notice of Exercise of Options        in relation to any Option Holder holding
                                     Options over A Ordinary Shares, B Ordinary
                                     Shares or E Ordinary Shares which have
                                     vested in accordance with their terms, a
                                     written notice of exercise of those Options
                                     in the agreed form served by or on behalf
                                     of that Option Holder in accordance with
                                     the terms of the relevant Options

Notified Withholding Amount          the sum of the estimated aggregate amounts
                                     referred to in paragraph 1.1 (k)(iv),
                                     (viii) and (ix) of Part 1 of Schedule 3 to
                                     be contained in the notice to be given by
                                     the Sellers to the Buyer on Completion in
                                     accordance with paragraph 1.1 (k) of Part 1
                                     Schedule 3

Options                              the options to subscribe for or acquire any
                                     share in the capital of the Company as at
                                     the date of this Agreement, whether
                                     unvested or vested at that date, further
                                     details of which are set out in Parts 1 and
                                     2 of Schedule 9

Option Holders                       the holders of the Options, further details
                                     of which are set out in Schedule 9
</TABLE>


<PAGE>

<TABLE>
<S>                                  <C>
Optionholder Instruction Forms       the instruction forms (or any one of them)
                                     forming part of the UK Option Holder
                                     Letter, US Option Holder Letter, Guy Dubois
                                     Option Holder Letter and ROW Option Holder
                                     Letter under which Option Holders elect on
                                     or prior to the Final Option Exercise Date
                                     either to exercise their Options and agree
                                     to sell their resulting ordinary shares in
                                     the capital of the Company to the Buyer on
                                     the terms set out therein or to accept
                                     Rollover Options in exchange for their
                                     Options

Ordinary Shares                      the A Ordinary Shares, B Ordinary Shares, C
                                     Ordinary Shares, D Ordinary Shares, E
                                     Ordinary Shares, F Ordinary Shares, G
                                     Ordinary Shares and H Ordinary Shares

Permitted Payments                   any of:

                                     (a)  the monitoring fees payable to the
                                          Institutions pursuant to the
                                          Shareholder Agreement; and

                                     (b)  normal emoluments and other
                                          entitlements (including any accrued
                                          but unpaid bonuses) payable in the
                                          ordinary and usual course of business
                                          consistent with past practices to
                                          employees, directors or officers of
                                          any Group Company under any service or
                                          consultancy agreement of or by virtue
                                          of their employment

Preferred Shares                     the A Preferred Shares and the B Preferred
                                     Shares

Press Release                        the press release containing details of the
                                     transaction contemplated by this Agreement
                                     in the agreed form

Product                              any software or other product written by
                                     and/or licensed to third parties by or on
                                     behalf of the Company or a Subsidiary

Properties                           the properties, short particulars of which
                                     appear in Schedule 4 and references to the
                                     "Properties" shall extend to any part or
                                     parts thereof
</TABLE>


<PAGE>

<TABLE>
<S>                                  <C>
Publicly Available Software          any software which:

                                     (a)  contains, or is derived in any manner
                                          (in whole or in part) from, any
                                          software that is distributed as free
                                          software, open source software or
                                          similar licensing or distribution
                                          models; or

                                     (b)  requires as a condition of its use
                                          that modification and/or distribution
                                          of such software or other software
                                          incorporated into, derived from or
                                          distributed with such software: be
                                          disclosed or distributed in source
                                          code form; be licensed for the purpose
                                          of making derivative works; or be
                                          redistributable at no charge,

                                     including, without limitation, software
                                     licensed or distributed under any of the
                                     following licenses or distribution models
                                     or any similar licences or models: GNU's
                                     General Public License ("GPL") or
                                     Lesser/Library GPL ("LGPL"); the Artistic
                                     Licence (e.g. "PERL"); the Mozilla Public
                                     License; the Netscape Public License; the
                                     Sun Community Source Licence ("SCSL"); the
                                     Sun Industry Source License ("SISL"); and
                                     the Apache Software License

registrable                          a piece of Intellectual Property which is
                                     by reference to its category capable of
                                     protection through registration (including
                                     without limitation, trade marks, works of
                                     authorship (in an applicable territory),
                                     inventions and designs) regardless of the
                                     validity, novelty and other appreciable
                                     characteristics of the particular
                                     Intellectual Property to which the
                                     definition is applied

Restricted Stock                     restricted ordinary shares each L0.01 par
                                     value in Buyer Parent granted pursuant to
                                     and in accordance with the terms of
                                     Schedule 11

Rollover Options                     options over Ordinary Shares, each of 0.01p
                                     par value in the capital of the Buyer
                                     Parent

ROW Option Holder Letter             the letter in the agreed form addressed to
                                     certain non-UK Option Holders and non-US
                                     Option Holders

ROW Y Shareholder Letter             the letter in the agreed form addressed to
                                     certain holders of Y Shares

Sellers                              together, Broadview, Kennet, HarbourVest,
                                     the Executives, the Management Shareholders
                                     and Jonathan McKay

Sellers' Completion Adjustment       has the meaning given in clause 12.13

Sellers' Options                     has the meaning given in Recital (E)

Sellers' Option Shares               has the meaning given in Recital (E)

Sellers' Representatives             David Rice-Jones and David Embleton

Sellers' Shares                      the Preferred Shares, Ordinary Shares and Y
                                     Shares in the capital of the Company set
                                     out against the Sellers' names in Part 4 of
                                     Schedule 1
</TABLE>


<PAGE>

<TABLE>
<S>                                  <C>
Sellers' Solicitors                  SJ Berwin LLP of 10 Queen Street Place,
                                     London EC4R 1BE and Taylor Wessing of
                                     Carmelite, 50 Victoria Embankment,
                                     Blackfriars, London EC4Y 0DX

Sellers' Solicitors Client Account   the client account of SJ Berwin LLP at
                                     Barclays Bank plc (sort code 20-36-47,
                                     account number 10644994)

Shareholders                         those persons holding Preferred Shares,
                                     Ordinary Shares and Y Shares at the Final
                                     Option Exercise Date

Shares                               together, the entire issued share capital
                                     of the Company on the date of this
                                     Agreement excluding for the avoidance of
                                     doubt any shares which would be issued on
                                     exercise of the Vested Options, which is
                                     comprised of:

                                     (a)  2,357,000 A Ordinary Shares;

                                     (b)  1,500,000 B Ordinary Shares;

                                     (c)  2,000,000 C Ordinary Shares;

                                     (d)  2,000,000 D Ordinary Shares;

                                     (e)  319,336 H Ordinary Shares;

                                     (f)  2,531,300 A Preferred Shares;

                                     (g)  3,664,375 B Preferred Shares; and

                                     (h)  3,614,500 Y Shares.

Shareholder Agreement                the subscription and shareholders'
                                     agreement between Jonathan Craton and
                                     others, Broadview, Kennet and the Company
                                     dated 17 October 2000 and subsequent deed
                                     of adherence relating to HarbourVest dated
                                     17 December 2004

Shareholder Instruction Form         the instruction form forming part of the
                                     Shareholder Letter

Shareholder Letter                   the letter in the agreed form to be sent to
                                     Shareholders other than Y Shareholders

Source Code                          a version of the relevant software in the
                                     language in which it was programmed
                                     (including all programmers' comments set
                                     out in the code itself) together with all
                                     related manuals, documentation, working
                                     papers, diagrams, charts, data and other
                                     information in an accessible and readable
                                     format which are necessary or reasonably
                                     desirable to enable a reasonably skilled
                                     programmer to understand, modify, correct,
                                     maintain, support and replicate the
                                     Software without the assistance of a third
                                     party

Specified Individuals                together, Hakan Aysan, Rachel Tomson, Nick
                                     Bishop, Rachel Hansen, Emmy Hackett, Carol
                                     Hopperton, Ben Spragg, Cath Smith, Mark
                                     Fellowes, Dennis Quintanilla, Richard
                                     Mishra, Ron Brown, Gareth Morgan, Nick
                                     East, Marcel Read, Tim Buckley and Simon
                                     Waterman

Submission Letter                    the letter from the Buyer addressed to the
                                     German Federal Cartel Office
</TABLE>


<PAGE>

<TABLE>
<S>                                  <C>
Subsidiaries                         those companies or other persons (whether
                                     or not registered in the United Kingdom),
                                     short particulars of which are set out in
                                     Part 2 of Schedule 2 and the expression
                                     "Subsidiary" shall mean any one of them

Supplemental Disclosure Letter       a letter dated on or before the Completion
                                     Date from the Warrantors to the Buyer (and
                                     copied to the Institutions for their
                                     information) and given by the Warrantors to
                                     the Buyer on Completion containing
                                     disclosures against the Warranties

Tax Amount                           shall be an amount equal to all amounts of
                                     or in respect of Taxation owing by, or
                                     which will become payable in respect of any
                                     income, profits or gains arising or
                                     accruing to, any Group Company at and in
                                     respect of the period up to and including
                                     the Completion Date (whether or not due),
                                     expressed in pounds sterling

Tax Claim                            has the meaning given in Schedule 6

Tax Covenants                        the tax covenants in Part 2 of Schedule 8

Tax Warranties                       the warranties contained in paragraph 23 of
                                     Part 2 of Schedule 5

Taxation or Tax                      has the meaning given in Schedule 8

Tax Authority                        has the meaning given in Schedule 8

Transaction                          any transaction, act, omission or event of
                                     whatever nature

Transaction Costs                    the advisory fees and expenses and
                                     irrecoverable VAT thereon plus certain
                                     taxation equalisation payments and bonuses
                                     in lieu of phantom shares/option
                                     entitlements in each case as listed in the
                                     document attached as Appendix B and any
                                     other professional or advisory fees and
                                     expenses and irrecoverable VAT thereon
                                     payable by any of the Group Companies in
                                     relation to the sale of the issued and to
                                     be issued share capital of the Company to
                                     the Buyer

UK GAAP                              generally accepted accounting principles in
                                     the United Kingdom as set out in all
                                     Statements of Standard Accounting Practice,
                                     Financial Reporting Standards and Urgent
                                     Issues Task Force Abstracts issued by the
                                     UK Accounting Standards Board and extant at
                                     the Completion Accounts Date

UK Option Holder Letter              the letter in an agreed form addressed to
                                     UK Option Holders

UK Y Shareholder Letter              the letter in an agreed form addressed to
                                     UK Y Shareholders

Unvested Options                     those Options which are not Vested Options
                                     as at the Final Option Exercise Date,
                                     details of those Options which have not
                                     vested at the date of this Agreement are
                                     set out in Part 1 of Schedule 9

Unvested Y Shares                    Y Shares which have not vested in
                                     accordance with their terms; details of
                                     those Unvested Y Shares which have not
                                     vested at the date of this Agreement are
                                     set out in Part 4 of Schedule 9
</TABLE>


<PAGE>

<TABLE>
<S>                                  <C>
US$                                  United States Dollars, being the lawful
                                     currency from time to time of the United
                                     States of America

US Option Holder Letter              the letter in the agreed form addressed to
                                     US Option Holders

US Y Shareholder Letter              the letter in the agreed form addressed to
                                     US Y Shareholders

VAT                                  Value Added Tax as levied in the European
                                     Union and any other similar or equivalent
                                     Tax in any other jurisdiction which shall
                                     include for the avoidance of doubt but
                                     without limitation, sales taxes in the USA
                                     and GST in Australia

VATA                                 the Value Added Tax Act 1994

Vested Options                       those Options which in accordance with
                                     their terms have vested as at the Final
                                     Option Exercise Date; further details of
                                     those Options which have vested at the date
                                     of this Agreement are set out in Part 2 of
                                     Schedule 9

Vested Y Shares                      Y Shares which have vested in accordance
                                     with their terms

Warranties                           the warranties given in Part 2 of Schedule
                                     5 and each warranty statement shall be a
                                     "Warranty"

Warrantors                           each of the Executives and the Management
                                     Shareholders

Working Capital Deficit Amount       the aggregate value of the following assets
                                     of the Group Companies as at the Completion
                                     Accounts Date:

                                     (a)  trade debtors;

                                     (b)  other debtors; and

                                     (c)  prepayments and accrued income;

                                     less the aggregate amount of the following
                                     liabilities excluding the Tax Amount other
                                     than the employer's national insurance
                                     contributions liabilities that are referred
                                     to in (d) below of the Group Companies as
                                     at the Completion Accounts Date falling due
                                     within or after one year:

                                     (a)  trade creditors;

                                     (b)  accruals and deferred income;

                                     (c)  other creditors;

                                     (d)  provisions for liabilities and charges
                                          and, in respect of employer's national
                                          insurance contributions on share
                                          options awarded since 5 April 1999
                                          under unapproved share option schemes
                                          which are expected to be exercised to
                                          the extent that they exceed
                                          L603,000 calculated in accordance with
                                          note 11 in the Accounts,

                                     in each case expressed in pounds sterling
                                     and in each case as shown in the Completion
                                     Accounts, provided that if such amount is a
                                     positive amount the Working Capital Deficit
                                     Amount shall be zero
</TABLE>


<PAGE>

<TABLE>
<S>                                  <C>
Y Shares                             Y shares of 0.002p each in the capital of
                                     the Company
</TABLE>

2    CONDITIONS PRECEDENT

2.1  Completion is conditional on either:

     (a)  the Buyer having received unconditional confirmation from the German
          Federal Cartel Office (Bundeskartellamt) that the acquisition of the
          entire issued share capital of the Company by the Buyer as
          contemplated by this Agreement does not meet the requirements for the
          prohibition of a concentration pursuant to Sections 35 et seq. of GWB
          (Gesetz gegen Wettbewerbsbeschrankungen; German Act against Restraints
          of Competition); or

     (b)  the applicable waiting periods under Section 40 of GWB having expired
          without the German Federal Cartel Office having prohibited such
          acquisition prior to the expiry of those waiting periods (the "Buyer
          Condition").

2.2  The Buyer shall, at its own cost, procure that the Submission Letter is
     sent to the German Federal Cartel Office no later than 1 Business Day after
     the date of this Agreement, and shall use all reasonable endeavours to
     ensure that the Buyer Condition is fulfilled as soon as reasonably
     practicable after the date of this Agreement. The Buyer shall have primary
     responsibility for obtaining all consents, approvals or actions of any
     Governmental Entity which are required in order to satisfy the Buyer
     Condition and shall take all reasonable steps to obtain the same for that
     purpose (including promptly making all appropriate submissions,
     notifications and filings, in consultation with the Sellers'
     Representatives). The Buyer shall for this purpose:

     (a)  provide promptly all information which is requested or required by any
          such Governmental Entity;

     (b)  promptly notify the Sellers' Representatives (and provide copies or,
          in the case of non written communications, details) of any
          communications with any such Governmental Entity relating to any such
          consent, approval or action;

     (c)  communicate with any such Governmental Entity in writing only after
          prior consultation with the Sellers' Representatives or their advisers
          (and paying due consideration to any reasonable comments and requests
          of the Sellers' Representatives and their advisers) and provide the
          Sellers' Representatives (or their advisers) with copies of all such
          submissions, notifications, filings and other communications in the
          form submitted or sent;

     (d)  (without limiting (c) above) provide the Sellers' Representatives (or
          their advisers) with a final draft of all submissions, notifications,
          filings and other communications to any Governmental Entity (other
          than the Submission Letter) at such time as will allow the Sellers'
          Representatives (or their advisers) a reasonable opportunity to
          provide comments and for the Buyer to pay due consideration to any
          reasonable comments of the Sellers' Representatives (or their
          advisers) on such drafts prior to their submission;

     (e)  where permitted by the Governmental Entity, allow persons nominated by
          the Sellers' Representatives to attend all meetings (and participate
          in all material telephone or other conversations) with the
          Governmental Entity and to make oral submissions at the meetings (or
          in telephone or other conversations); and

     (f)  regularly review with the Sellers' Representatives the progress of any
          notifications or filings (including, where necessary, seeking to
          identify appropriate commitments to address any anti-trust concerns
          identified by any Governmental Entity) and discuss with the Sellers'
          Representatives the scope, timing and tactics of any such commitments
          with a


<PAGE>

          view to obtaining clearance from any Governmental Entity at the
          earliest reasonable opportunity.

2.3  The Buyer shall not make any filing with any Governmental Entity which is
     not required in order to fulfil the Buyer Condition without complying
     mutatis mutandis with the provisions of clause 2.2(d).

2.4  The Sellers' Representatives and the Warrantors shall, as soon as
     reasonably practicable, provide the Buyer with such assistance as the Buyer
     reasonably requests for the purpose of fulfilling the Buyer's obligations
     under clause 2.1 above, including:

     (a)  providing information in the possession of the Sellers which is
          requested or required by the Bundeskartellamt or any other
          governmental or regulatory body or persons whose consents, approvals
          or other actions are required in order to satisfy the Buyer Condition;

     (b)  notifying the Buyer, and providing copies, of any communications from
          the Bundeskartellamt to the Sellers or the Company or any other
          governmental or regulatory body or persons in relation to obtaining
          any such consents, approvals or actions where such communications have
          not been independently or simultaneously supplied to the Buyer; and

     (c)  where permitted by the Bundeskartellamt or any other governmental or
          regulatory body or persons concerned, allowing persons nominated by
          the Buyer to attend all meetings held by the Sellers or the
          Bundeskartellamt or any other governmental or regulatory body or
          persons and, where appropriate, to make oral submissions at such
          meeting and the Sellers' Representatives shall not request any such
          meeting without the Buyer's written consent not to be unreasonably
          withheld or delayed.

2.5  The Buyer shall notify the Sellers' Representatives as soon as it becomes
     aware that the Buyer Condition is satisfied. The first Business Day on or
     by which the Buyer Condition has been fulfilled (or waived in accordance
     with clause 2.6) is the condition satisfaction date (the "Condition
     Satisfaction Date").

2.6  The Buyer may by notice to the Sellers' Representatives waive the Buyer
     Condition. Any such waiver may relate to the whole or any part of that
     condition.

2.7  If the Condition Satisfaction Date has not occurred on the date falling 128
     days after the date of this Agreement (the "Longstop Date"), then the
     Sellers' Representatives and the Buyer may agree to extend the Longstop
     Date and, if not so agreed, either the Sellers' Representatives or the
     Buyer may at their/its sole discretion by notice served on the other elect
     to terminate this Agreement. If in accordance with this clause 2.7 the
     Longstop Date is extended, the provisions of this clause 2.7 shall apply in
     respect of the new Longstop Date from time to time applicable.

2.8  Where the Sellers' Representatives have terminated this Agreement in
     accordance with clause 2.7, the Buyer shall within three Business Days of
     the date of termination or the date of receiving the relevant copy invoices
     (whichever is the later) pay all the Sellers' costs and expenses in
     relation to the negotiation, preparation, execution, performance and
     proposed implementation of this Agreement reasonably incurred by the
     Sellers up to the Longstop Date up to a maximum aggregate amount of
     L100,000 plus VAT.

2.9  In the event of the termination of this Agreement in accordance with clause
     2.7, the parties shall have no further rights, remedies or obligations
     under or in respect of this Agreement, (other than accrued rights or
     obligations at the time of termination pursuant to clause 2.7) save that
     clauses 2.8 and 13 shall remain binding in accordance with their terms, and
     further provided that this clause shall be without prejudice to:


<PAGE>

     (a)  the Sellers' rights to bring an action for damages against the Buyer
          where the subject matter of the claim relates to the Buyer's failure
          to use all reasonable endeavours to procure satisfaction of the Buyer
          Condition; and

     (b)  the Buyer's rights to bring an action for damages against the Sellers
          where the subject matter of the claim relates to the Sellers' failure
          to use all reasonable endeavours to assist the Buyer in satisfying the
          Buyer Condition.

3    SALE AND PURCHASE OF THE SHARES

3.1  Each of the Sellers shall sell the Sellers' Shares and (if any) the
     Sellers' Option Shares set out against their respective names in Part 4 of
     Schedule 1 with full title guarantee with effect from Completion and the
     Buyer shall purchase all of those Sellers' Shares and Sellers' Option
     Shares together with all rights attaching to them at Completion and free
     from all Encumbrances.

3.2  The Buyer shall not be obliged to complete the purchase of any of the
     Sellers' Shares or the Sellers' Option Shares unless the purchase of all
     the Sellers' Shares and Sellers' Option Shares is completed simultaneously
     in accordance with this Agreement and unless at Completion the Sellers'
     Shares and the Sellers' Option Shares all constitute in number not less
     than ninety per cent. (90%) of the total voting rights conferred by all the
     shares in issue in the capital of the Company on a fully diluted basis
     (that is, assuming the exercise of all rights to subscribe for, or to
     convert any security into shares of any class in the Company).

3.3  Each of the Sellers hereby irrevocably and unconditionally waives any and
     all rights of pre-emption first refusal or any similar rights it has at
     Completion over the Sellers' Shares and (if any) the Sellers' Option Shares
     whether conferred by the Constitutional Documents of the Company or in any
     other way and shall each use all reasonable endeavours to procure that on
     or prior to Completion that any such other rights of any other person are
     so waived.

3.4  The LPMPA applies to the sale of the Sellers' Shares and (if any) Sellers'
     Option Shares by each of the Sellers to the Buyer made pursuant to this
     Agreement save that:

     (a)  the word "reasonably" shall be deleted from the covenant set out in
          section 2(1)(b) of the LPMPA;

     (b)  the LPMPA and the covenant set out in section 3(1) of the LPMPA shall
          not be qualified by the words "other than any charges, encumbrances or
          rights which that person does not and could not reasonably be expected
          to know about"; and

     (c)  section 6(2) of the LPMPA shall not apply to any of the covenants
          (express or implied) deemed to be given by each of the Sellers in the
          terms of clause 3.1 of this Agreement.

3.5  For the purposes of the Articles and (once adopted) the New Articles, each
     Seller hereby unconditionally and irrevocably consents to the transfer of
     the Sellers' Shares and (if any) Sellers' Option Shares to the Buyer in
     accordance with the terms of this Agreement.

3.6  Each Seller who holds any Sellers' Options which are Vested Options hereby
     agrees to exercise those Sellers' Options on Completion.

3.7  The Buyer shall offer to exchange any Sellers' Options which have not
     vested in accordance with their terms on the Final Option Exercise Date for
     Rollover Options in accordance with the terms set out in Schedule 11.

3.8  Broadview and Kennet, as the holders of all the issued Preferred Shares,
     hereby irrevocably and unconditionally consent, in accordance with Article
     9.2 of the Articles and for all other purposes, to all of the transactions,
     matters, actions, circumstances and events arising from or under or as
     result of the entry into this Agreement and the transactions and matters
     contemplated thereby,


<PAGE>

     including in particular (but without limitation) the proposed amendment to
     the Articles as set out in the New Articles.

3.9  Each of the parties to this Agreement hereby severally undertakes to
     exercise all of the voting rights at its disposal to vote in favour of the
     resolution(s) relating to the amendment of the Articles and the adoption by
     the Company of new Articles of Association in the form of the New Articles
     on or prior to Completion, including without limitation voting at an
     extraordinary general meeting of the Company or duly executing a written
     shareholders' resolution for this purpose, and consenting to any variation
     of class rights effected thereby, whether under any Constitutional
     Documents or otherwise.

4    CONSIDERATION

     Payment of the Consideration shall be made in the amounts specified in
     Schedule 11.

5    PERIOD BEFORE COMPLETION

5.1  The Warrantors shall severally ensure that during the period beginning on
     the signing of this Agreement and ending at Completion, no Group Company
     shall without the written consent of the Buyer, such consent not to be
     unreasonably withheld or delayed:

     (a)  depart from the ordinary course of its day-to-day trading or alter the
          scope of its operations;

     (b)  allot, issue, redeem or purchase any shares or other securities other
          than on exercise of the Vested Options;

     (c)  accelerate any vesting of options or Y Shares, other than in
          accordance with their terms with the exception of those approved at a
          board meeting of the Company held at 9pm on 17 July 2006 (a copy of
          the minutes for which are attached at Appendix C) and any others as
          agreed between the parties;

     (d)  grant, issue or redeem any mortgage, charge, debenture or other
          security or, save in the ordinary course of business and consistent
          with past practices, give any guarantee or indemnity, other than of
          the obligations of another member of the Group;

     (e)  settle or compromise any material litigation or arbitration
          proceedings, with the exception of the Company's dispute with
          Netcracker as referred to in the Disclosure Letter or any employee
          disputes (other than disputes with Key Employees) in the ordinary
          course of business;

     (f)  make or announce any change (including by way of a reduction in
          contributions or an increase in entitlements) to any pension scheme or
          retirement, death or disability benefit scheme or bonus scheme
          applicable to any of its current or former directors or employees (or
          any dependants of any such person) or grant or create any additional
          such benefits;

     (g)  permit any of its insurance policies to lapse or knowingly do anything
          which would reduce the amount or scope of cover or make any of its
          insurance policies void or voidable;

     (h)  enter into any material agreement or change the terms of any material
          agreement to which it is a party at the date of this Agreement or
          terminate or give notice to terminate any such agreement except in any
          such case in the ordinary course of trading;

     (i)  enter into any agreement or transaction with any Seller or any person
          connected with any Seller;

     (j)  pass any resolution of its shareholders save for any resolutions
          necessary to complete the transaction proposed under this Agreement;


<PAGE>

     (k)  take or permit any action such as is described in paragraph 5 of Part
          2 of Schedule 5 or paragraphs 6(m) to 6(p) of Part 2 of Schedule 5;

     (l)  sell or otherwise dispose of any interest in, or grant or permit to
          subsist any Encumbrance in respect of, any of its assets (including
          the Properties) except a disposal in the ordinary course of trading;

     (m)  engage any employee where net hires exceed 15 per month or is a CEC
          level employee or vary the terms of employment of any CEC level
          employee or dismiss any CEC level employee;

     (n)  agree, conditionally or otherwise, to do any of those activities;

     (o)  incur any Borrowings, or any capital expenditure in excess of L180,000
          in aggregate or apply for any new government grants; and

     (p)  conduct the annual salary review in such a manner as would result in
          the aggregate salaries of employees' increasing by more than 4 per
          cent.

5.2  Subject to any regulatory or legal duties of confidentiality or otherwise,
     the Warrantors shall severally ensure that during the period beginning on
     the signing of this Agreement and ending at Completion:

     (a)  the Buyer receives notice of any meeting of the board of directors of
          any Group Company held during that period (save in respect of any
          meeting to discuss and/or approve any matter relating to the
          transactions contemplated by this Agreement); and

     (b)  the Buyer and its agents and representatives are:

          (i)  given reasonable prior notice of any press release or other
               public announcement relating to any Group Company;

          (ii) promptly provided with any information relating to the business
               and affairs of each Group Company as any of them may from time to
               time reasonably require subject to the Buyer providing reasonable
               notice to the Warrantors; and

          (iii) subject to giving reasonable advance notice, given reasonable
               access during normal business hours to the books, records,
               directors and employees of each Group Company save to the extent
               that such access would or would be reasonably likely to prevent
               the satisfaction of the Buyer Condition.

5.3  During the period beginning on the signing of this Agreement and ending at
     Completion, none of the Sellers shall dispose of any interest in or
     otherwise grant an Encumbrance in respect of any of its Sellers' Shares.

5.4  The Warrantors shall as soon as reasonably practicable notify the Buyer in
     writing of any matter which becomes actually known to any of them before
     Completion and which they are aware constitutes (or is in the opinion of
     the Warrantors, acting reasonably, likely to constitute) a breach of any of
     the covenants contained in clause 5.1 or clause 5.3, or any of the
     Warranties or of any of the warranties given in paragraphs 1 to 5 of Part 1
     of Schedule 5. The Warrantors shall make such investigations and give the
     Buyer such information concerning each matter notified as the Buyer may
     from time to time reasonably require.

5.5  If before Completion:

     (a)  there is a material breach of any of the Warranties or of any of the
          warranties given in paragraphs 1 to 5 of Part 1 of Schedule 5; or

<PAGE>

     (b)  there is a material breach of any of the Warrantors' obligations under
          clause 5.1 or the Sellers' obligations under clause 5.3; or

     (c)  the Buyer becomes aware of any fact or matter which has or would
          reasonably be expected to have, either alone or taken in combination a
          material adverse effect on the condition (financial or otherwise)
          and/or results of operation and/or long term prospects of the business
          of the Group Companies taken as a whole,

     the Buyer may postpone Completion by up to 20 Business Days or elect not to
     complete the sale and purchase of the Shares, in either case by giving
     notice to the Sellers' Solicitors.

5.6  For the purposes of clauses 5.5(a) and 5.5(b), "material" shall mean
     material in the context of the business of the Group taken as a whole.

5.7  For the purpose of determining whether there has been a material adverse
     effect under clause 5.5(c), there shall be excluded any event,
     circumstance, fact, matter or effect resulting from any of the following
     matters and such matters shall be deemed not to constitute a material
     adverse effect, either alone or in combination:

     (a)  events arising out of, in connection with, resulting from or which are
          attributable to the announcement of this Agreement or resulting from
          any actions contemplated by the parties, (including any loss of
          customers, suppliers or partners or the delay or cancellation of
          orders for products but excluding any loss of Key Employees);

     (b)  any change in control resulting from completion of this Agreement to
          the extent fairly disclosed in the Disclosure Letter;

     (c)  changes in stock markets, interest rates, exchange rates, commodity
          prices or other general economic conditions;

     (d)  quarterly fluctuations in the financial results of any of the Group
          Companies including the failure of the Group to meet revenue or
          earnings expectations for any period from the date of this Agreement
          to the Completion Date, provided such quarterly fluctuations are not
          attributable to a change in long term prospects of the Group taken as
          a whole;

     (e)  matters fairly disclosed in the Disclosure Letter and the Disclosure
          Documents but only to the extent that the matters and the nature and
          extent of the risks and consequences resulting from those matters, are
          so fairly disclosed;

     (f)  conditions generally affecting the telecommunications and software
          industries; and

     (g)  changes in laws, regulations and accounting practices.

5.8  Any litigation that is brought or threatened in writing against any of the
     Companies or any member of the Buyer's Group by any holder of shares in the
     capital of the Company or by any holder of Options which has not been
     withdrawn or irrevocably agreed to be withdrawn by such holder of shares or
     options within 30 days or by the Longstop Date if earlier of bringing such
     litigation or threatening it in writing and which would or might reasonably
     be expected by the Buyer (acting reasonably) to inhibit the Buyer's ability
     to acquire the entire issued and to be issued share capital of the Company
     or to make that acquisition more expensive shall be deemed to be a matter
     which has a material adverse effect on the long term prospects of the
     business of the Group Companies taken as a whole.

5.9  If the Buyer elects not to complete the sale and purchase of the Shares
     pursuant to clause 5.5, the parties shall have no further rights or
     obligations under this Agreement, save that clause 13 shall remain binding
     on the parties in accordance with its terms.


<PAGE>

5.10 The Warrantors shall (so far as they are able and without incurring any
     expenditure) use and shall cause the Company to use commercially reasonable
     efforts to obtain prior to the Completion, all consents, waivers and
     approvals listed or described at paragraph 8.7(c)(iv) of the Disclosure
     Letter (and any contract entered into after the date hereof that would have
     been required to be listed or described at paragraph 8.7(c)(iv) of the
     Disclosure Letter if entered into prior to the date hereof).

6    SELLERS' REPRESENTATIVES

6.1  Subject to clauses 6.4 and 6.5, each Seller hereby irrevocably appoints,
     authorises and empowers the Sellers' Representatives jointly and severally
     as his true and lawful agent and attorney-in-fact to give any consent,
     direction, notice or take any other action required or permitted pursuant
     to this Agreement on behalf of such Seller including, without limitation,
     the power to:

     (a)  enter into any documents set out in Schedule 3 on behalf of that
          Seller including, without limitation, any stock transfer form and
          Notice of Exercise of Options or Option Holder Instruction Form or
          Shareholder Instruction Form so far as permitted by law or any Tax
          Authority;

     (b)  receive, hold and deliver to the Buyer the certificates for the
          Sellers' Shares accompanied by executed stock transfer forms and any
          other documents relating thereto on behalf of such Seller;

     (c)  receive and give a valid receipt for any part of the Consideration to
          be satisfied in cash;

     (d)  vary, amend or waive any provisions of this Agreement;

     (e)  other than legal proceedings, receive all demands, notices or other
          communications directed to such Seller under this Agreement;

     (f)  sign, execute and deliver on his behalf any deeds and documents and to
          do or refrain from doing all acts and things as the Sellers'
          Representatives deem necessary or appropriate to give effect to the
          terms of this Agreement, securing to the Buyer the full benefit of the
          rights, powers, privileges and remedies conferred upon the Buyer in
          this Agreement; and

     (g)  sign and agree the Escrow Instruction Letters.

6.2  Save in respect of fraud, dishonesty or gross negligence, the Sellers'
     Representatives shall not be held liable to the Sellers for any claims
     whatsoever arising from any act they may do or refrain from doing pursuant
     to this Agreement.

6.3  The Sellers agree that the Buyer shall be entitled to rely on this clause 6
     in dealing with the Sellers' Representatives on behalf of any of the
     Sellers and shall not be liable to any of the Sellers by reason of dealing
     with the Sellers' Representatives on behalf of the Sellers in accordance
     with this clause 6.

6.4  In the event of the death or incapacity of any of the Sellers'
     Representatives, the Sellers agree to appoint a successor within the thirty
     day period immediately following the date of the death or incapacity of
     such Sellers' Representative, and such successor shall agree in writing to
     accept such appointment in accordance with the terms hereof. The
     appointment of a successor Sellers' Representative pursuant to this clause
     6 shall be promptly notified to the Buyer by the other Sellers'
     Representative (or by the Sellers where both Seller's Representatives have
     died or been incapacitated).

6.5  All decisions of the Sellers' Representatives shall require the unanimous
     agreement of each of the Sellers' Representatives, save that in the event
     that a material conflict of interest arises between any Sellers'
     Representative and the other Sellers, then the conflicted Sellers'
     Representative shall


<PAGE>

     not act on any matter where he or she is conflicted and the Sellers shall
     be entitled to elect another Seller to act as a Sellers' Representative on
     those matters where the conflict of interest arises. The appointment of a
     replacement or alternate Sellers' Representative pursuant to this clause
     6.5 shall be promptly notified to the Buyer by the Sellers.

6.6  Unless and until notified otherwise in accordance with clause 6.4 or clause
     6.5 the Buyer shall be entitled to assume that David Rice-Jones and David
     Embleton and their successors for the time being as so notified) are the
     only Sellers' Representatives for the purposes of this Agreement.

7    COMPLETION

7.1  Completion shall take place at 11.00 a.m. at the offices of SJ Berwin LLP
     at 10 Queen Street Place, London EC4R 1BE on the fourth Business Day after
     the Condition Satisfaction Date, or at such other time and place as the
     parties may agree.

7.2  At Completion each of the Sellers and the Buyer shall severally do those
     things listed in Part 1 of Schedule 3 and the Buyer shall comply with its
     obligations in Part 1 of Schedule 3.

7.3  Each of the Sellers hereby confirms that SJ Berwin LLP is irrevocably
     authorised by each of the Sellers to receive payment of the cash element of
     the Consideration, any sums expressed to be payable to SJ Berwin LLP on
     behalf of the Sellers under Part 1 of Schedule 7 and any cash sums payable
     to the Sellers pursuant to clause 12, in each case on the Sellers' behalf,
     and the receipt of SJ Berwin LLP shall be a sufficient discharge for the
     Buyer, who shall not be concerned to see to the application thereof.

7.4  The provisions of Part 1 of Schedule 7 shall apply in relation to the
     monies paid into the Escrow Account.

7.5  If any of the Sellers or the Buyer (referred to in this clause 7.5 as the
     "DEFAULTING PARTY") does not or is unable to fulfil any obligations under
     Part 1 of Schedule 3 as the case may be at the time when Completion is due
     to take place under clause 7.1, the other party (referred to in this clause
     7.5 as the "NON-DEFAULTING PARTY") may in addition to any other right or
     remedy it may have, by notice to the other party:

     (a)  postpone Completion by up to 20 Business Days; or

     (b)  elect to proceed to Completion, in which case the defaulting party
          shall be obliged to fulfil those obligations under Part 1 of Schedule
          3 which they are or it is then able to fulfil and to fulfil the
          remaining obligations on or before any later date specified for the
          purpose in the notice; or

     (c)  if having already given notice under sub-clause (a) above and a period
          of not less than 20 Business Days having elapsed without each
          unfulfilled obligation in question having been fulfilled in all
          material respects, elect not to complete the sale and purchase of the
          Shares.

     For the purposes of this clause 7.5 and clause 7.7, if any of the Sellers
     is the defaulting party, references to the non-defaulting party shall be to
     the Buyer.

7.6  If Completion is postponed on any occasion under clause 7.5(a), clause 7.5
     shall apply with respect to each occasion to which it is so postponed.

7.7  If the non-defaulting party elects not to complete the sale and purchase of
     the Shares under clause 7.5(c), the parties shall have no further rights or
     obligations under this Agreement other than accrued rights and obligations
     at the time of that election in respect of prior breaches, save that clause
     13 shall remain binding on the parties in accordance with its terms.



<PAGE>

7.8  The parties who are also party to the Shareholder Agreement agree that,
     with effect from Completion, the Shareholder Agreement shall be terminated,
     and that no such party shall have any right against the others or any Group
     Company under or in respect of such agreement, all of which rights (if any)
     are hereby unconditionally and irrevocably waived.

7.9  With effect from Completion, each of the Sellers hereby gives the Buyer an
     irrevocable power of attorney in the form set out in Part 2 of Schedule 3.

8    SELLERS' WARRANTIES

8.1  Each of the Sellers severally warrants to the Buyer in relation to itself
     or himself only and not in relation to any other Seller in the terms of
     Part 1 of Schedule 5 both as at the date of this Agreement and as at the
     Completion Date.

8.2  Each of the Warrantors severally and proportionately warrants to the Buyer
     in the terms of the Warranties set out in Part 2 of Schedule 5 as at the
     date of this Agreement (other than in respect of paragraphs 1.2, 1.3, 1.5
     and 7.3(j) of Part 2 of Schedule 5 which shall only be given at the
     Completion Date) and as at the Completion Date subject to:

     (a)  any matter which is fairly disclosed in the Disclosure Letter and, in
          relation to matters arising after the signing of this Agreement and
          before Completion, in the Supplemental Disclosure Letter (save that,
          in the case of information relating to the number of shares held by
          holders of shares or the number of options over shares in the Company,
          in either case held by persons other than the Sellers, in each case
          whether vested or unvested, such information may be included in the
          Supplemental Disclosure Letter notwithstanding that such disclosure
          does not or may not constitute a "matter arising after the signing of
          this Agreement"); and

     (b)  the provisions, exclusions, limitations and qualifications set out in
          this clause 8 and Schedule 6.

     For the purpose of this clause 8.2, "proportionately" shall mean liable in
     accordance with the provisions of paragraph 2.1 of Schedule 6.

8.3  For the purposes of this Agreement, the Warrantors' awareness shall be
     confined to the actual knowledge of the Warrantors assuming that they had
     made reasonable enquiry of each other and of the Sellers' Solicitors, the
     Company's auditors and of the Specified Individuals.

8.4  Each of the Warranties shall be construed as a separate and independent
     warranty so that the Buyer shall have a separate claim and right of action
     in respect of every breach of each of the Warranties.

8.5  Notwithstanding anything expressed or implied in this Agreement to the
     contrary, any payment made by the Sellers or the Warrantors or the
     Shareholders, as applicable, to the Buyer pursuant to a Claim or from the
     Escrow Account in accordance with the provisions of Part 1 of Schedule 7 or
     any Buyer Completion Adjustment, shall be and shall be deemed to be a
     reduction in the Consideration.

8.6  Each Warrantor unconditionally and irrevocably waives any rights he may
     have against (and undertakes not to make any claims against or pursue any
     action to join in as a third party or seek a contribution or indemnity
     from) any Group Company, or any director or employee of any Group Company
     (other than any Seller or Warrantor) on whom that Warrantor has or may have
     relied, in connection with preparing the Disclosure Letter or agreeing to
     any terms of this Agreement.

     Recourse

8.7  Subject to the provisions of Schedule 6 (Limitations on liability), each of
     the Sellers agree with each other and the Buyer to provide recourse for
     each Year 1 Claim (as such term is defined in



<PAGE>

     Schedule 6) which has been Settled (as such term is defined in Part 1 of
     Schedule 7) in favour of the Buyer by:

     (a)  first, the release of an amount from the Escrow Account in accordance
          with the provisions of Part 1 of Schedule 7; and

     (b)  secondly, to the extent not wholly satisfied by clause 8.7(a), by a
          cash payment from the Warrantors.

     Specific indemnities

8.8  Each of the Executives jointly and severally indemnifies the Buyer against
     all losses, liabilities, costs and reasonable expenses incurred by the
     Buyer or any Group Company in connection with any claim by any holder of
     shares in the capital of the Company or options to subscribe for shares in
     the Company that:

     (a)  he is entitled to more than the sum offered by the Buyer pursuant to
          this Agreement; or the drag-along provisions contained in Article 7.9
          of the Articles or (if then adopted) Article 7.9 of the New Articles;
          or

     (b)  he is entitled not to sell those Dragged Shares to the Buyer.

     The indemnity and obligations under this clause 8.8 shall lapse and cease
     to have any further effect on and from the date which is 6 years following
     the Final Option Exercise Date.

8.9  If the Buyer by virtue of the limitations contained in paragraph 2.1 of
     Schedule 6 is prohibited from recovering the entire amount due in respect
     of a Claim (as such term is defined in Schedule 6) Settled in its favour,
     each of the Warrantors shall severally indemnify the Buyer against all
     costs and expenses reasonably incurred by the Buyer or any Group Company in
     connection with such Claim (as such term is defined in Schedule 6) up to
     his Relevant Percentage of such amount, and in any event up to a maximum
     aggregate cap of US$3,000,000.

8.10 If a member of the Buyer's Group becomes aware of any claim or any putative
     claim against any Group Company or Buyer's Group by any third party (a
     "Share Capital Claim") which does or is reasonably likely to give rise to
     an indemnity payment under clause 8.8 above:

     (a)  the Buyer shall as soon as reasonably practicable give written notice
          of the Share Capital Claim to the Sellers' Representatives and shall
          consult with them in respect of the Share Capital Claim;

     (b)  the Buyer shall, and shall procure that each member of the Buyer's
          Group shall, ensure the following:

          (i)  not make any admission of liability, compromise or settlement of
               any Share Capital Claim without the written consent of the
               Sellers' Representatives;

          (ii) at the written request of the Sellers' Representatives and at the
               cost of the Sellers take such action or (at the Sellers'
               Representatives' option) permit the Sellers' Representatives to
               take such action as the Sellers' Representatives consider
               appropriate to avoid, dispute, resist, appeal, defend, compromise
               or settle the Share Capital Claim (including, without limitation,
               make any counterclaims or other claims against third parties) and
               any related adjudication or proceedings, and to conduct matters
               relating thereto including negotiations or appeals, subject to
               the Buyer and/or the relevant member of the Buyer's Group being
               indemnified for all costs and expenses;

          (iii) provide to the Sellers' Representatives and their advisers
               reasonable access during normal working hours to premises and
               personnel and to relevant assets,


<PAGE>

               documents and records within each member of the Buyer's Group's
               power or control for the purposes of investigating the matter
               which allegedly gives rise to the Share Capital Claim and/or
               defending the Share Capital Claim subject to any duties of
               confidentiality owed to third parties; and

          (iv) permit the Sellers' Representatives (at the Sellers' cost) to
               examine and take copies of the documents or records, and
               photograph the premises or assets, referred to in clause
               8.10(b)(iii) above subject to any duties of confidentiality owed
               to third parties; and

          (v)  from the date when it first becomes aware of a Share Capital
               Claim, the Buyer shall use all reasonable endeavours to preserve,
               and shall ensure that each member of the Buyer's Group shall use
               all reasonable endeavours to preserve all documents, records,
               correspondence, accounts, electronically stored data and other
               information whatsoever relevant to a matter to the extent it
               believes that the same may give rise to a Share Capital Claim.

     (c)  The Sellers' Representatives shall provide the Buyer with copies of
          all correspondence and other documents immediately upon receipt or
          creation in relation to any action taken pursuant to clause 8.10.1 and
          permit the Buyer to attend all meetings (including meetings with
          professional advisers and with any other party to a dispute) relating
          to any dispute.

8.11 In the event that the Notified Withholding Amount (which the parties
     recognise is an estimate) is less than the aggregate of the actual amounts
     of Tax liabilities which arise, as are described in sub-paragraph (k)(iv),
     (viii) and (ix) of Paragraph 1.1 of Part 1 of Schedule 3, the Warrantors
     shall severally and proportionately (having the meaning set out in clause
     8.2) be liable to pay to the Buyer a sum equal to the amount (if any) by
     which the Notified Withholding Amount is less than such aggregate of such
     actual amounts of Tax liabilities provided that the indemnification
     obligations under this clause shall be reduced or eliminated to the extent
     that such amount is:

     (a)  recovered from the relevant Option Holder (and a Group Company shall
          be obliged to use its reasonable endeavours to recover such sum
          provided that no Group Company shall have an obligation to issue legal
          proceedings against any Option Holder) including by making a deduction
          from the relevant Option Holder's salary payments (so far as permitted
          by law) in accordance with the Option Holder Instruction Forms; or

     (b)  provided for in the Tax Amount and/or employer's national insurance
          contributions of up to L603,000 which would otherwise be taken into
          account in the Working Capital Deficit Amount in the absence of the
          principle contained in the definition of Working Capital Deficit
          Amount that states that only amounts in excess of L603,000 should be
          included in the Working Capital Deficit Amount.

     If the Notified Withholding Amount is greater than the actual amount of Tax
     liabilities which arise in respect of an Option Holder then such excess
     shall be paid to the relevant Option Holder.

     If the Warrantors make a payment under this clause 8.11 and subsequently it
     is finally agreed or determined that the Notified Withholding Amount and
     the amount paid by the Warrantors under this clause 8.11 is greater than
     the actual amount of Tax liabilities that arise then the excess shall first
     be paid to the Warrantors and the balance (if any) shall be paid to the
     relevant Option Holder and to the extent that such balance is insufficient
     to refund Option Holders in full then such balance shall be repaid to
     Option Holders on a pro rata basis.

8.12 In the event that the actual amount payable by way of advisory fees and
     expenses and irrecoverable VAT thereon plus payments in lieu of phantom
     option/share entitlements and taxation equalisation payments paid or
     incurred by any of the Companies in relation to this transaction
<PAGE>

     exceeds the amount of the Transaction Costs listed in Appendix B, the
     Warrantors shall severally be liable to repay to the Buyer on demand an
     amount equal to the excess.

9    LIMITATIONS ON SELLERS' LIABILITY

     The parties agree that the provisions of Schedule 6 shall apply in
     accordance with their terms.

10   BUYER WARRANTIES

     The Buyer warrants to the Sellers in the terms of Part 3 of Schedule 5, and
     each of the Buyer's warranties contained in this Agreement is separate and
     independent and shall not be limited by reference to any other
     representation or warranty or to any other provision of this Agreement.

11   GUARANTEES AND INDEBTEDNESS

     Any loss incurred by the Buyer or any of the Group Companies as a direct
     result of a breach of the Warranty contained in paragraph 6 of Part 1 of
     Schedule 5 shall be reimbursed by the relevant liable Sellers to the Buyer
     on a pound for pound basis. Each Seller hereby irrevocably and
     unconditionally waives any claim he may have against any Group Company on
     Completion, actual or contingent, save in the case of any of the Executives
     and the Management Shareholders, to the extent comprising a claim for
     accrued salary or unpaid expenses or other similar contractual benefits.

12   WORKING CAPITAL ADJUSTMENT

12.1 The Buyer shall use all reasonable endeavours to ensure that the Completion
     Accounts are prepared and delivered to the Executives and the Institutions
     as soon as reasonably practicable (and in any event within 60 days) after
     Completion. The Completion Accounts shall be prepared in accordance with
     the accounting policies, bases and practices used in the Accounts. The
     parties acknowledge that the Accounts have been prepared in accordance with
     UK GAAP.

12.2 The Buyer shall deliver to the Executives and the Institutions, together
     with Completion Accounts prepared and delivered pursuant to clause 12.1, a
     calculation in US$ of the Net Cash.

12.3 Each calculation delivered pursuant to clause 12.2 shall be deemed agreed
     by the Executives and the Institutions on the date falling 30 days after
     the day when they receive that calculation unless during that period the
     Executives and the Institutions notify the Buyer that they disagree with
     the calculation. Any notice so given by the Executives and the Institutions
     shall include, reasonable details of the reason for any disagreement and
     any suggested amendment.

12.4 If any disagreement notified to the Buyer in accordance with clause 12.3 is
     not resolved within 14 days of being notified, the Buyer or the Sellers'
     Representatives may refer the disagreement to the Independent Accountants.

12.5 The Independent Accountants shall be instructed in writing to deliver a
     written determination of the matters in dispute to the parties within 28
     days of being instructed. Each party may provide to the Independent
     Accountants a written statement about the matters in dispute. In making
     their determination the Independent Accountants shall act as experts and
     not as arbitrators. The costs and expenses of the Independent Accountants
     shall be borne as they may determine in their absolute discretion, having
     regard to the relevant merits of the arguments of each of the parties or,
     if they make no determination, by the Sellers as to 50% and by the Buyer as
     to 50%.

12.6 In the absence of fraud or manifest error, the decision of the Independent
     Accountants and any determination, calculation, statement or accounts
     required to be provided by them by this Agreement, shall be final and
     binding on the parties for all purposes.

12.7 Each party shall promptly provide to each of the other parties and to the
     Independent Accountants all such assistance, documentation and information
     as may be reasonably requested for the



<PAGE>

     purpose of preparing or reviewing the Completion Accounts and each
     calculation delivered or to be delivered under this clause 12 within the
     time periods specified in this Agreement. In the event that any party fails
     to co-operate with or grant access to or supply any assistance,
     documentation or information requested by the Independent Accountants
     within any time specified by this Agreement, the Independent Accountants
     shall in their absolute discretion be entitled to make such assumptions for
     the purposes of making their determination as a result of that failure as
     they may in their absolute discretion determine.

12.8 As soon as deemed agreed pursuant to clause 12 or determined pursuant to
     clause 12 or otherwise agreed between the parties, the calculation of the
     Net Cash shall become final and binding on the parties for all purposes.
     The agreement or determination of any such certificate and its contents, to
     the extent not taking into account any matter subsequently giving rise to a
     Claim, shall not (subject to clause 8 and Schedule 6, and provided and to
     the extent that such Claim is not allowed, reserved or provided for in the
     Completion Accounts) prevent the Buyer from asserting that Claim or limit
     the damages recoverable.

12.9 Within 10 Business Days of the calculation of the Net Cash becoming final
     and binding on the parties in accordance with this clause 12:

     (a)  if the Completion Accounts Date is 31 July 2006, then:

          (i)  if the Net Cash is less than $36,500,000, the Shareholders shall
               pay to the Buyer in cash and in US$ an aggregate sum equal to the
               shortfall;

          (ii) if the Net Cash is more than $40,500,000, the Buyer shall pay to
               the Sellers' Solicitors' Client Account on behalf of the
               Shareholders in cash and in US$ an aggregate sum equal to the
               excess up to an aggregate sum of US$2,500,000; and

          (iii) if the Net Cash is between $36,500,000 and $40,500,000, no
               adjustment shall be made; or

     (b)  if the Completion Accounts Date is 31 August 2006, then:

          (i)  if the Net Cash is less than $32,800,000, the Shareholders shall
               pay to the Buyer in cash and in US$ an aggregate sum equal to the
               shortfall;

          (ii) if the Net Cash is more than $36,800,000, the Buyer shall pay to
               the Sellers' Solicitors' Client Account on behalf of the
               Shareholders in cash and in US$ an aggregate sum equal to the
               excess up to an aggregate sum of US$2,500,000; and

          (iii) if the Net Cash is between $32,800,000 and $36,800,000, no
               adjustment shall be made;

     (c)  if the Completion Accounts Date is 30 September 2006, then:

          (i)  if the Net Cash is less than $35,000,000 the Shareholders shall
               pay to the Buyer in cash and in US$ an aggregate sum equal to the
               shortfall;

          (ii) if the Net Cash is more than $39,000,000 the Buyer shall pay to
               the Sellers' Solicitors' Client Account on behalf of the
               Shareholders in cash and in US$ an aggregate sum equal to the
               excess up to an aggregate sum of US$2,500,000; and

          (iii) if the Net Cash is between $35,000,000 and $39,000,000, no
               adjustment shall be made. or




<PAGE>

     (d)  if the Completion Accounts Date is after 15 October 2006 and prior to
          the Longstop Date, then:

          (i)  if the Net Cash is less than $36,500,000 the Shareholders shall
               pay to the Buyer in cash and in US$ an aggregate sum equal to the
               shortfall;

          (ii) if the Net Cash is more than $40,500,000 the Buyer shall pay to
               the Sellers' Solicitors' Client Account on behalf of the
               Shareholders in cash and in US$ an aggregate sum equal to the
               excess up to an aggregate sum of US$2,500,000; and

          (iii) if the Net Cash is between $36,500,000 and $40,500,000, no
               adjustment shall be made.

12.10 In the event that a payment is due to the Buyer under clause 12.9(a)(i),
     12.9(b)(i), 12.9(c)(i) or 12.9(d)(i) (the "Buyer Completion Adjustment"),
     the Sellers' Representatives and the Buyer shall instruct the Completion
     Escrow Agents to pay to the Buyer out of the Completion Escrow Account the
     lesser of:

     (a)  the Buyer Completion Adjustment; and

     (b)  the amount outstanding to the credit of the Completion Escrow Account.

12.11 In the event that the amount standing to the credit of the Completion
     Escrow Account is not sufficient to discharge the Buyer Completion
     Adjustment in full, then the balance of the Buyer Completion Adjustment
     shall be payable by the Sellers to the Buyer with immediate effect, and the
     portion of the balancing payment for which each Seller shall be liable
     shall be an amount pro rata to the proportion of the funds standing to the
     credit of the Completion Escrow Account to which he would have been
     entitled had clause 12.12 below been applicable. The obligations of the
     Sellers under this clause shall be several and proportionate.

12.12 In the event that the amount standing to the credit of the Completion
     Escrow Account is greater than the Buyer Completion Adjustment, then after
     payment of the Buyer Completion Adjustment the balance remaining in the
     Completion Escrow Account shall, subject to the provisions of paragraph 3.2
     of Part 1 of Schedule 7, be for the account of the Shareholders and shall
     be dealt with in accordance with the provisions of Part 5 of Schedule 11
     and the Sellers' Representatives and the Buyer shall instruct the
     Completion Escrow Agents to make the payment to this effect.

12.13 In the event that the payment is due under clause 12.9(a)(ii),
     12.9(b)(ii), 12.9(c)(ii) or 12.9(d)(ii) (the "Sellers' Completion
     Adjustment"):

     (a)  the Buyer shall pay the amount of the Sellers' Completion Adjustment;
          and

     (b)  the Sellers' Representatives and the Buyer shall instruct the
          Completion Escrow Agents, after first deducting any Indemnity Amount
          (as such term is defined in paragraph 3.2 of Part 1 of Schedule 7)
          which shall be payable to the Sellers' Solicitors' Client Account for
          the account of the Executives and/or the Management Shareholders (as
          appropriate), to release from the Completion Escrow Account the entire
          amount standing to the credit of the Completion Escrow Amount,

     the aggregate of the two amounts in paragraphs (a) and (b) above being paid
     to the Shareholders in accordance with Part 4 of Schedule 11.

12.14 In the event that there is no adjustment to be made under clause
     12.9(a)(iii), 12.9(b)(iii), 12.9(c)(iii) or 12.9(d)(iii) the Sellers'
     Representatives and the Buyer shall instruct the Completion Escrow Agents,
     after first deducting any Indemnity Amount (as such term is defined in
     paragraph 3.2 of Part 1 of Schedule 7) which shall be payable to the
     Sellers' Solicitors' Client Account for the account of the Executives
     and/or the Management Shareholders (as appropriate), to release from
<PAGE>

     the Completion Escrow Account the entire amount standing to the credit of
     the Completion Escrow Amount and for such amount to be paid to the
     Shareholders in accordance with Part 4 of Schedule 11.

12.15 Any payment to be made to the Sellers and/or Shareholders pursuant to this
     clause 12 shall be made to the Sellers' Solicitors Client Account.

12.16 Any payment to be made to the Buyer pursuant to this clause 12 shall be
     made to the account notified by the Buyer to the Sellers' Representatives.

13   ANNOUNCEMENTS

13.1 Save for the Press Release and subject to clause 13.2 and clause 13.3, the
     parties shall not make any public announcement or issue a press release or
     respond to any enquiry from the press or other media concerning or relating
     to this Agreement or its subject matter or any ancillary matter.

13.2 The Institutions shall be entitled to issue their own respective press
     releases in respect of the transactions contemplated by this Agreement,
     provided that such press releases are issued no earlier than the date
     falling 5 Business Days after the date of issue of the Press Release and
     provided that the Buyer has first given its prior written consent to each
     such press release, such consent not to be unreasonably withheld or delayed
     (save that the Buyer's consent shall not be required where the press
     release is to the Institutions' own respective investor groups and the
     content of such release does not conflict with any information contained in
     the Press Release). The Buyer shall be entitled to issue press releases in
     respect of such transactions provided that those press releases do not
     conflict with any information contained in the Press Release.

13.3 Any party may make or permit to be made an announcement concerning or
     relating to this Agreement or its subject matter or any ancillary matter if
     and to the extent required by:

     (a)  law; or

     (b)  any securities exchange on which that party's securities (or the
          securities of any person connected with that party) are listed or
          traded; or

     (c)  any court or regulatory or governmental or other authority with
          relevant powers to which any party is subject or submits, whether or
          not the requirement has the force of law.

14   PROTECTION OF GOODWILL

14.1 The Covenantors hereby undertake to the Buyer that (except in the normal
     course of their respective duties as directors and/or employees of any of
     the Companies or with the written consent of the Buyer) he or she shall not
     and persons connected with him or her shall not:

     (a)  save for a Permitted Interest, in the Restricted Period, be a
          director, officer, employee or consultant of or to, or whether as a
          shareholder in or financier of or in any other capacity be directly or
          indirectly engaged, interested or concerned in, a company or business
          or other person which competes with the Business within the Territory;

     (b)  in the Restricted Period, canvass, solicit or approach (to the
          detriment of the Business) or cause to be canvassed, solicited or
          approached any person who at any time during the 12 months preceding
          Completion shall have been a material client, customer, supplier,
          distributor or agent of or to any of the Companies or who at
          Completion was a person with whom the Covenantor in question had
          dealings in the course of the business and who was reasonably likely
          at Completion to become a material client, customer, supplier,
          distributor or agent of or to any of the Companies;

     (c)  in the Restricted Period interfere or seek to interfere with supplies
          to any of the Companies from any suppliers who shall have been
          supplying material goods or services



<PAGE>

          or rights to any of the Companies for use in connection with the
          Business at any time during the period of 12 months prior to the date
          of Completion;

     (d)  in the Restricted Period entice or endeavour to entice any Key
          Employee to terminate their employment or contract for services with
          any of the Companies or employ any Key Employee;

     (e)  at any time after Completion use as a trade or business name or mark
          or carry on a business under a title containing the word(s) "Cramer"
          or any other word(s) which is/are deliberately calculated to resemble
          the same; or

     (f)  at any time after Completion disclose to any person whatsoever or use
          to the detriment of any of the Companies or otherwise make use of, or
          through any failure to exercise all due care and diligence cause any
          unauthorised use of, any technical, financial, commercial and other
          information of a confidential or proprietary nature concerning the
          organisation, business, finances, transactions or Know How relating or
          belonging to any of the Companies or in respect of which any of the
          Companies is bound by an obligation of confidence to a third party,
          save as required by any stock exchange, or by law or by any court of
          competent jurisdiction or by any regulatory authority (in which case,
          the Buyer shall be given reasonable advance notice of any such
          required disclosure).

     Each undertaking contained in this clause 14 shall be read and construed
     independently of each other undertaking in this clause 14 as an entirely
     separate and severable undertaking.

14.2 The Buyer and the Covenantors hereby confirm and agree that they consider
     that the undertakings in clause 14.1:

     (a)  are reasonable in all the circumstances; and

     (b)  are of no greater duration, extent and application than is necessary
          for the protection of the goodwill of the businesses of the Companies.

     If any one or more of the undertakings in clause 14.1 should for any reason
     be held to be invalid but would have been held to be valid if part of the
     wording thereof was deleted or the period thereof reduced or the range of
     activities or area covered thereby reduced in scope, the said undertakings
     shall apply with the minimum modifications necessary to make them valid and
     effective.

14.3 The restriction contained in clause 14.1(f) shall not extend to any
     confidential or secret information which may come into the public domain
     otherwise than through the default of, or other wrongful disclosure by, the
     Covenantors.

14.4 After Completion, save by virtue of their employment or consulting
     arrangements with any of the Companies, the Covenantors shall not without
     the Buyer's prior written consent hold themselves out as being interested
     in or in any way connected (other than as a matter of historic fact) with
     the Companies.

14.5 For the purposes of this clause 14:

     (a)  "Permitted Interest" means:

          (i)  an interest in securities which are held for investment purposes
               comprising units of an authorised unit trust and/or not more than
               three per cent. (3%) of any class of the issued share capital of
               any company quoted or a recognised investment exchange (as
               defined in FSMA); and

          (ii) a role as a consultant or employee in a division or branch of a
               company or business which division or branch does not directly or
               indirectly compete with


<PAGE>

               the Business and which does not involve the Covenantors directly
               or indirectly competing or assisting any other person in
               competition, with the Business in the ordinary course of
               employment notwithstanding that the company or business as a
               whole competes with the Business;

     (b)  "Covenantor" means each of Donald Gibson, Jonathan Craton, Guy Dubois,
          David Rice-Jones, Brian Buggy and Dave Ettle;

     (c)  "Restricted Period" means the period of three years starting on the
          Completion Date; and

     (d)  "Territory" means the countries and territories in which the Group
          Companies carry on business at Completion (and for these purposes the
          United States of America shall be regarded as one single Territory).

15   CONFIDENTIALITY

15.1 Each of the Sellers undertakes that they shall not use or disclose any
     Non-Disclosable Information.

15.2 Subject to clause 13.3 above, the Buyer undertakes that it shall not, prior
     to and on Completion, use or disclose any Non-Disclosable Information and,
     following Completion, not use or disclose any Non-Disclosable Information
     to the extent relating to the terms of this Agreement or to any of the
     Sellers.

15.3 Notwithstanding any other provision in this Agreement, any party may use or
     disclose Non-Disclosable Information if and to the extent:

     (a)  such Non-Disclosable Information forms part of the Press Release;

     (b)  required by law or by any securities exchange on which that party's
          securities (or the securities of any person connected with that party)
          are listed or traded;

     (c)  required by any regulatory or governmental or other authority with
          relevant powers to which any party is subject or submits (whether or
          not the authority has the force of law);

     (d)  required to vest the full benefit of this Agreement in that party or
          to enforce any of the rights of that party in this Agreement;

     (e)  required by its professional advisers, officers, employees,
          consultants, sub-contractors or agents to provide their services (and
          subject always to similar duties of confidentiality);

     (f)  that information is in or has come into the public domain through no
          fault of that party;

     (g)  the other parties has given prior written consent to the disclosure;
          and

     (h)  in respect of Broadview, Kennet and HarbourVest, to the extent that
          any of them require disclosure of any such information to current or
          potential investors in funds managed or affiliated by or to them.

15.4 The restrictions contained in this clause 15 shall continue to apply after
     Completion without limit in time.

16   ENTIRE AGREEMENT

16.1 This Agreement and the documents referred to or incorporated in it
     constitute the entire agreement between the parties relating to the subject
     matter of this Agreement and supersede and extinguish any prior drafts,
     agreements, undertakings, representations, warranties and arrangements of
     any nature whatsoever, whether or not in writing, between the parties in
     relation to the subject matter of this Agreement.

16.2 Each of the parties acknowledges and agrees that it has not entered into
     this Agreement in reliance on any statement or representation of any person
     (whether a party to this Agreement or



<PAGE>

     not) other than as expressly incorporated in this Agreement and the Buyer
     acknowledges that none of the Sellers, nor their respective agents,
     officers or employees have given or shall be liable for any such statements
     or representations other than (in the case of each of the Sellers) as so
     expressly incorporated.

16.3 Nothing in this Agreement, or in any other document referred to herein,
     shall be read or construed as excluding or limiting any liability or remedy
     as a result of fraud.

16.4 Without limiting the generality of the foregoing and any other provision of
     this Agreement permitting termination each of the parties irrevocably and
     unconditionally waives any right or remedy it may have to claim damages
     and/or to rescind this Agreement by reason of any misrepresentation (other
     than a fraudulent misrepresentation and other than (in the case of a right
     to claim damages) any representation contained in the Warranties or the
     warranties contained in paragraphs 1 to 5 of Part 1 of Schedule 5) having
     been made to it by any person (whether party to this Agreement or not) and
     upon which it has relied in entering into this Agreement.

16.5 Each of the parties acknowledges and agrees that the only cause of action
     available to it under the terms of this Agreement shall be for breach of
     contract or misrepresentation.

17   ASSIGNMENT AND TRANSFER

17.1 Subject to clause 17.2, no party shall be entitled to assign, transfer or
     create any trust in respect of the benefit or burden of any provision of
     this Agreement without the prior written consent of the Buyer (in the case
     of a proposed assignment by any of the Sellers) or all of Sellers (in the
     case of a proposed assignment by the Buyer).

17.2 The Buyer may novate this Agreement to a member of the Buyer's Wholly-Owned
     Group provided that (a) if such entity ceases to be a member of the Buyer's
     Wholly-Owned Group, such entity shall prior to so ceasing novate this
     Agreement to another member at that time of the Buyer's Wholly-Owned Group,
     (b) any such member of the Buyer's Wholly-Owned Group will have only those
     rights of action which the Buyer would have had, and the liabilities and/or
     obligations of each of the Sellers will not be greater or more onerous than
     those which each of the Sellers would have had, in each case, were no such
     novation to take place, provided that no such novation shall be effected
     until each of the Sellers have been provided with a guarantee in form and
     substance reasonably acceptable to them of the obligations of the relevant
     member of the Buyer's Wholly-Owned Group. For the purpose of this clause
     17.2 the Buyer's Wholly-Owned Group means the Buyer and its wholly owned
     subsidiaries from time to time. Each of the Sellers shall on request sign
     all such documents as may be necessary to novate this Agreement to the
     extent such novation is permitted by this clause.

18   COSTS AND EXPENSES

     Except as otherwise stated in this Agreement, each party shall pay its own
     costs and expenses in relation to the negotiation, preparation, execution,
     performance and implementation of this Agreement and each document referred
     to in this Agreement, save that this clause 18 shall not prejudice the
     right of either party to seek to recover its costs in any litigation or
     dispute resolution procedure which may arise out of this Agreement. For the
     avoidance of doubt, save for the Transaction Costs no Group Company shall
     itself bear any of these costs.

19   NO SET-OFF

     All payments to be made under this Agreement shall be made in full without
     any set-off or counterclaim and free from any deduction or withholding save
     as may be required by law in which event such deduction or withholding
     shall not exceed the minimum amount which it is required by law to deduct
     or withhold.




<PAGE>

20   EFFECT OF COMPLETION

     This Agreement shall, to the extent that it remains to be performed,
     continue in full force and effect notwithstanding Completion.

21   WAIVER

21.1 A waiver of any right, power, privilege or remedy provided by this
     Agreement must be in writing and may be given subject to any conditions
     thought fit by the grantor. For the avoidance of doubt, any omission to
     exercise, or delay in exercising, any right, power, privilege or remedy
     provided by this Agreement shall not constitute a waiver of that or any
     other right, power, privilege or remedy.

21.2 A waiver of any right, power, privilege or remedy provided by this
     Agreement shall not constitute a waiver of any other breach or default by
     the other party and shall not constitute a continuing waiver of the right,
     power, privilege or remedy waived or a waiver of any other right, power,
     privilege or remedy.

21.3 Any single or partial exercise of any right, power, privilege or remedy
     arising under this Agreement shall not preclude or impair any other or
     further exercise of that or any other right, power, privilege or remedy.

22   VARIATION

     Any variation of this Agreement or of any of the documents referred to in
     it is valid only if it is in writing and signed by or on behalf of each
     party.

23   SEVERANCE

23.1 If any provision of this Agreement is held to be invalid or unenforceable
     by any judicial or other competent authority, all other provisions of this
     Agreement will remain in full force and effect and will not in any way be
     impaired.

23.2 If any provision of this Agreement is held to be invalid or unenforceable
     but would be valid or enforceable if some part of the provision were
     deleted, or the period of the obligation reduced in time, or the range of
     activities or area covered, reduced in scope, the provision in question
     will apply with the minimum modifications necessary to make it valid and
     enforceable.

24   FURTHER ASSURANCE

24.1 The parties shall use all reasonable endeavours from time to time on or
     following Completion to do or procure the doing of all such acts and/or
     execute or procure the execution of all such documents for securing to the
     Buyer the full benefit of and ownership of the Shares.

24.2 Promptly after the signing of the Agreement or (if applicable) after the
     same are agreed in accordance with clause 31.3, the Warrantors shall ensure
     that the Company sends the UK Option Holder Letter, the US Option Holder
     Letter, the Guy Dubois Option Holder Letter, the ROW Option Holder Letter,
     the UK Y Shareholder Letter, the UK Y Shareholder Cash Letter, the US Y
     Shareholder Letter, the ROW Y Shareholder Letter and the Shareholder Letter
     to each person entitled to receive the same.

24.3 The Warrantors shall use all reasonable endeavours to ensure that each
     person to whom the Company sends any document in accordance with clause
     24.2 completes and delivers to the Company as soon as practicable an Option
     Holder Instruction Form or (as the case may be) a Shareholder Instruction
     Form agreeing to sell options or (as the case may be) shares to the Buyer.

24.4 The Buyer shall once entitled to do so under the New Articles serve a
     Drag-Along Notice in accordance with Article 7.9.2 of the New Articles.



<PAGE>

24.5 The Warrantors shall procure the Company to give notice of an extraordinary
     general meeting to adopt the New Articles immediately after the signing
     hereof.

25   NOTICES

25.1 Any communication to be given in connection with this Agreement shall be in
     writing in English except where expressly provided otherwise and shall
     either be delivered by hand or sent by first class pre-paid post or airmail
     or by fax. Delivery by courier shall be regarded as delivery by hand.

25.2 Such communication shall be sent to the address of the relevant party
     referred to in this Agreement or the fax number set out below or to such
     other address or fax number as may previously have been communicated to the
     other party in accordance with this clause 25.2 and clause 25.5. Each
     communication shall be marked for the attention of the relevant person.

     If to:
     Broadview

     To: Broadview Capital Partners Management LLC
     One Maritime Plaza
     Suite 2525
     San Francisco
     CA 941111, USA
     For the attention of Steven Brooks
     Tel: (415) 434-6000
     Fax: (415) 434-1434

     Kennet
     To: Kennet Venture Partners Limited
     St James's House
     23 King Street
     London SW1Y 6QY
     For the attention of David Carratt
     Tel: +44 (0) 20 7839 8485
     Fax: +44 (0) 20 7839 8484

     HarbourVest
     To: HarbourVest International Private Equity Partners IV - Direct Fund L.P.
     c/o HarbourVest Partners LLC
     One Financial Centre
     Boston
     MA 02111
     USA
     Tel: +1 617 348 3707
     Fax: +1 617 350 0305
     For the attention of: Alex Rogers

     The Executives
     To: the address set against their respective names in Schedule 1 Part 5

     The Management Shareholders
     To: the address set against their respective names in Schedule 1 Part 6


<PAGE>

     Jonathan McKay
     To: The Beacon
     Penn
     Buckinghamshire HP10 8ND

     with a copy, in each case, to:
     Name: SJ Berwin LLP
     10 Queen Street Place
     London EC4R 1BE
     Tel: +44 (0) 20 7533 2222
     Fax: +44 (0) 20 7533 2000
     For the attention of: Steven Davis

     and if to the Buyer Parent, to:
     Name: Amdocs Limited
     Fleetway House
     25 Farringdon Street
     London EC4A 4EP
     Tel: +44 (0) 20 7343 2500
     Fax: +44 (0) 20 7329 3066
     For the attention of: Thomas O'Brien

     and if to the Buyer, to:
     Name: Amdocs Astrum Limited
     1st Floor
     Block 5
     East Point Business Park
     Dublin 3,
     Eire
     For the attention of: Shane Carolan

     with a copy to:
     Name: Olswang
     90 High Holborn
     London WC1V 6XX
     Tel: +44 (0) 20 7067 3000
     Fax: +44 (0) 20 7067 3999
     For the attention of: Stephen Hermer

25.3 A communication shall be deemed to have been served if:

     (a)  delivered by hand at the address referred to in clause 25.2, at the
          time of delivery;

     (b)  sent by first class pre-paid post to the address referred to in clause
          25.2, at the expiration of two clear Business Days after the time of
          posting;

     (c)  sent by airmail to the address referred to in clause 25.2, at the
          expiration of six clear Business Days after the time of posting; or

     (d)  sent by facsimile to the number referred to in clause 25.2, at the
          time of completion of transmission by the sender.


<PAGE>
<TABLE>
<CAPTION>
                                                                      Principal Amount Purchased
------------------------------------------------------------------------------------------------
<S>                                 <C>                                  <C>
Sole Book Manager:                  Citigroup Global Markets Inc.        $1,260,000,000 (84.00%)
------------------------------------------------------------------------------------------------
Senior Co-Managers:                 Bear, Stearns & Co. Inc.                $41,250,000  (2.75%)
                                    Goldman, Sachs & Co.                    $41,250,000  (2.75%)
                                    Lehman Brothers Inc.                    $41,250,000  (2.75%)
                                    UBS Securities LLC                      $41,250,000  (2.75%)

Co-Managers:                        Banc of America Securities LLC          $15,000,000  (1.00%)
                                    Barclays Capital Inc.                   $15,000,000  (1.00%)
                                    Deutsche Bank Securities Inc.           $15,000,000  (1.00%)
                                    SBK-Brooks Investment Corp.             $15,000,000  (1.00%)
                                    Utendahl Capital Partners, L.P.         $15,000,000  (1.00%)
------------------------------------------------------------------------------------------------
</TABLE>

     If a communication would otherwise be deemed to have been delivered outside
     normal business hours (being 9.30am to 5.30pm on a Business Day) in the
     time zone of the territory of the recipient under the preceding provisions
     of this clause 25.3, it shall be deemed to have been delivered at the next
     opening of such business hours in the territory of the recipient.

25.4 In proving service of the communication, it shall be sufficient to show
     that delivery by hand was made or that the envelope containing the
     communication was properly addressed and posted as a first class pre-paid
     letter or that the fax was despatched and a confirmatory transmission
     report received, whether or not opened or read by the recipient.

25.5 A party may notify the other parties to this Agreement of a change to its
     name, relevant person, address or fax number for the purposes of clause
     25.2 provided that such notification shall only be effective on:

     (a)  the date specified in the notification as the date on which the change
          is to take place; or

     (b)  if no date is specified or the date specified is less than five clear
          Business Days after the date on which notice is deemed to have been
          served, the date falling five clear Business Days after notice of any
          such change is deemed to have been given.

25.6 For the avoidance of doubt, the parties agree that the provisions of
     clauses 25.1, 25.2, 25.3, 25.4 and 25.5 shall not apply in relation to the
     service of any claim form, application notice, order, judgement or other
     document relating to or in connection with any proceeding, suit or action
     arising out of or in connection with this Agreement.

26   COUNTERPARTS

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

27   GOVERNING LANGUAGE

27.1 This Agreement is in English.

27.2 If this Agreement is translated into any language other than English, the
     English language text shall prevail in any event.

27.3 Each notice, instrument, certificate or other communication to be given by
     one party to another in this Agreement or in connection with this Agreement
     shall be in English (being the language of negotiation of this Agreement)
     and if such notice, instrument, certificate or other communication or this
     Agreement is translated into any other language, the English language text
     shall prevail.

28   GOVERNING LAW

     This Agreement and all documents supplemental thereto is governed by and is
     to be construed in accordance with English law.

29   JURISDICTION

29.1 The parties irrevocably agree that the courts of England and Wales shall
     have exclusive jurisdiction to settle any dispute which may arise out of or
     in connection with this Agreement, any of the documents in the agreed form
     or any document supplemental thereto in respect of any claim brought
     against the Buyer and shall have exclusive jurisdiction in respect of any
     claim brought by the Buyer.

29.2 Broadview irrevocably appoints Kennet Venture Partners Limited of St
     James's House, 23 King Street, London SW1Y 6QY (to whom documentation
     should be addressed marked "For the attention of: David Carratt") as its
     agent to receive on its behalf in England service of any proceedings
     arising out of or in connection with this Agreement. Such service shall be
     deemed



<PAGE>

     completed on delivery to that agent (whether or not it is forwarded to and
     received by Broadview). If for any reason that agent ceases to be able to
     act as agent or no longer has an address in England, shall immediately
     appoint a substitute and give notice to the other parties of the new
     agent's name and address.

29.3 Kennet irrevocably appoints Kennet Venture Partners Limited of St James's
     House, 23 King Street, London SW1Y 6QY (to whom documentation should be
     addressed marked "For the attention of: David Carratt") as its agent to
     receive on its behalf in England service of any proceedings arising out of
     or in connection with this Agreement. Such service shall be deemed
     completed on delivery to that agent (whether or not it is forwarded to and
     received by Kennet). If for any reason that agent ceases to be able to act
     as agent or no longer has an address in England, shall immediately appoint
     a substitute and give notice to the other parties of the new agent's name
     and address.

29.4 HarbourVest irrevocably appoints Debevoise & Plimpton Services Limited of
     Tower 42, Old Broad Street, London EC2N 1HQ (to whom documentation should
     be addressed marked "For the attention of: Colin Bogie and Christopher
     Mullen") as its agent to receive on its behalf in England service of any
     proceedings arising out of or in connection with this Agreement. Such
     service shall be deemed completed on delivery to that agent (whether or not
     it is forwarded to and received by HarbourVest). If for any reason that
     agent ceases to be able to act as agent or no longer has an address in
     England, shall immediately appoint a substitute and give notice to the
     other parties of the new agent's name and address.

29.5 The Buyer Parent and the Buyer each irrevocably appoints Amdocs Management
     Limited of 90 High Holborn, London WC1V 6XX (to whom documentation should
     be addressed marked "For the attention of: Stephen Hermer") as its agent to
     receive on its behalf in England service of any proceedings arising out of
     or in connection with this Agreement. Such service shall be deemed
     completed on delivery to that agent (whether or not it is forwarded to and
     received by the Buyer). If for any reason that agent ceases to be able to
     act as agent or no longer has an address in England, shall immediately
     appoint a substitute and give notice to the other parties of the new
     agent's name and address.

30   INTEREST ON LATE PAYMENTS

30.1 Save where provided otherwise in this Agreement, if a party fails to pay
     any sum payable by it on the due date for payment under this Agreement, it
     shall pay interest on the overdue sum for the period from and including the
     due date of payment up to the date of actual payment (after as well as
     before judgment) in accordance with clause 30.2.

30.2 The interest referred to in clause 30.1 shall accrue from day to day and
     shall be paid on demand at the rate of three per cent. (3%) above the rate
     from time to time announced publicly by Citibank, N.A. as its prime rate.
     Unpaid interest shall compound quarterly.

31   INTERPRETATION

31.1 The clause and paragraph headings and the table of contents used in this
     Agreement are inserted for ease of reference only and shall not affect
     construction.

31.2 References in this Agreement and the Schedules to the parties, the
     Introduction, Schedules and clauses are references respectively to the
     parties, the Introduction and Schedules to and clauses of this Agreement.

31.3 References to documents "in the agreed form" are to documents in terms
     agreed between SJ Berwin LLP and Olswang prior to execution of this
     Agreement or (if not so agreed) in terms so to be agreed, and the parties
     shall use all reasonable endeavours after execution of this



<PAGE>

     Agreement to ensure that documents not so agreed are agreed as soon as is
     reasonably practicable.

31.4 References to "writing" or "written" includes any other non-transitory form
     of visible reproduction of words.

31.5 References to times of the day are to that time in London and references to
     a day are to a period of 24 hours running from midnight.

31.6 References to any English legal term, legal concept, statute or legal
     procedure shall in respect of any jurisdiction other than England be deemed
     to include that which most approximates in that jurisdiction to such
     English legal term, legal concept, statute or legal procedure.

31.7 References to persons shall include bodies corporate, unincorporated
     associations and partnerships, in each case whether or not having a
     separate legal personality.

31.8 References to the word "include" or "including" (or any similar term) are
     not to be construed as implying any limitation and general words introduced
     by the word "other" (or any similar term) shall not be given a restrictive
     meaning by reason of the fact that they are preceded by words indicating a
     particular class of acts, matters or things.

31.9 Save where the context specifically requires otherwise, words importing one
     gender shall be treated as importing any gender, words importing
     individuals shall be treated as importing corporations and vice versa,
     words importing the singular shall be treated as importing the plural and
     vice versa, and words importing the whole shall be treated as including a
     reference to any part thereof.

31.10 References to statutory provisions, enactments or EC Directives shall
     include references to any amendment, modification, extension,
     consolidation, replacement or re-enactment of any such provision, enactment
     or Directive (whether before or after the date of this Agreement), to any
     previous enactment which has been replaced or amended and to any
     regulation, instrument or order or other subordinate legislation made under
     such provision, enactment or Directive, unless any such change imposes upon
     any party any liabilities or obligations which are more onerous than as at
     the date of this Agreement.

31.11 A company or other entity shall be a "holding company" for the purposes of
     this Agreement if it falls within either the meaning attributed to that
     term in section 736 and 736A of the Companies Act 1985 (as amended) or the
     meaning attributed to the term "parent undertaking" in section 258 of such
     Act, and a company or other entity shall be a "subsidiary" for the purposes
     of this Agreement if it falls within any of the meanings attributed to a
     "subsidiary" in section 736 and 736A of the Companies Act 1985 (as amended)
     or the meaning attributed to the term "subsidiary undertaking" in section
     258 of such Act, and the term "holding companies" is to be construed
     accordingly.

31.12 Section 839 ICTA is to apply to determine whether one person is connected
     with another for the purposes of this Agreement.

31.13 References to conversion at the Completion Exchange Rate shall preclude
     the conversion into dollar $US at such rate of cash amounts received by a
     Group Company in denominations of United States dollars.

31.14 Where any Warranty is qualified by reference to materiality (including the
     phrase, "in all material respects"), such reference should unless specified
     to the contrary, be construed as a reference to materiality in the context
     of the business of the Group taken as a whole.

31.15 References in this Agreement to any individual include that individual's
     personal representatives, on whom this Agreement shall be binding. Notices
     to be served on any individual may in the event of his death be served on
     that individual's personal representatives.



<PAGE>

31.16 The obligations of each of the Sellers under or arising as a result of
     this Agreement are proportionate and several and not joint or joint and
     several. Unless expressly stated to the contrary, the obligations of each
     of the Warrantors under or arising as a result of this Agreement are
     proportionate and several and not joint or joint and several.

31.17 The Buyer Parent hereby agrees to indemnify each of the Shareholders and
     to keep them indemnified against any and all liabilities, losses, expenses
     or costs they may suffer arising from the Buyer failing to perform any and
     all of its obligations under this Agreement (the Sellers' Representatives
     having given to the Buyer notice of such default and the Buyer failing to
     remedy such default within two Business Days of such notice), and shall
     immediately assume and, to the extent necessary, perform any and all such
     obligations if the Buyer fails to satisfy its obligations on their due
     date, notwithstanding:

     (a)  any time or other indulgence of any description granted by any of the
          Sellers to the Buyer or the neglect or forbearance of any of the
          Sellers in enforcing the payment of any sum or the observance or
          performance of this Agreement;

     (b)  that the terms of this Agreement or of the performance of this
          Agreement may be varied between any of the Sellers on one hand and the
          Buyer on the other; or

     (c)  anything else (other than a release by deed) by which, but for this
          clause 31.17, the Buyer Parent would be released from its obligations
          under this clause 31.17.

31.18 The Buyer shall cause any obligation on it to issue securities or Rollover
     Options to be performed by the Buyer Parent and if the Buyer fails to
     satisfy any such obligation the Buyer Parent hereby expressly agrees with
     the Shareholders to assume and perform such obligation.

32   RIGHTS OF THIRD PARTIES

     Except as otherwise expressly stated, this Agreement does not confer any
     rights on any person or party (other than parties to this Agreement)
     pursuant to the Contracts (Rights of Third Parties) Act 1999.

33   EXECUTION

     This Agreement is entered into by the parties on the date at the beginning
     of this Agreement.

34   CUMULATIVE REMEDY

     The rights of the parties under this Agreement are independent, cumulative
     and without prejudice to all other rights available to them whether as a
     matter of common law, statute, custom or otherwise.


<PAGE>

                                   SCHEDULE 1

                        OWNERSHIP OF THE SELLERS' SHARES

                                PART 1: BROADVIEW

<TABLE>
<CAPTION>
NAME                       ADDRESS
----                       -------
<S>                        <C>
Broadview BCPSBS Fund LP   c/o BCP Capital Management
                           1810 Gateway Drive
                           Suite 260
                           San Mateo
                           California
                           CA 94404
                           USA

BCP Affiliates Fund LLC    c/o BCP Capital Management
                           1810 Gateway Drive
                           Suite 260
                           San Mateo
                           California
                           CA 94404
                           USA

BCP Capital LP             c/o BCP Capital Management
                           1810 Gateway Drive
                           Suite 260
                           San Mateo
                           California
                           CA 94404
                           USA

BCP Capital QPF LP         c/o BCP Capital Management
                           1810 Gateway Drive
                           Suite 260
                           San Mateo
                           California
                           CA 94404
                           USA
</TABLE>


<PAGE>

                                 PART 2: KENNET

<TABLE>
<CAPTION>
NAME          ADDRESS
----          -------
<S>           <C>
Kennet 1 LP   47 Esplanade
              St Helier
              Jersey
              JE1 0BD
</TABLE>


<PAGE>

                              PART 3: HARBOURVEST

<TABLE>
<CAPTION>
NAME                                       ADDRESS
----                                       -------
<S>                                        <C>
HarbourVest International Private Equity   One Financial Centre
Partners IV - Direct Fund L.P.             Boston
                                           Massachusetts
                                           0211
                                           United States of America
</TABLE>


<PAGE>

                               PART 4: THE SELLERS

NAME

Kennet 1 LP
Broadview BCPSBS Fund LP
BCP Affiliates Fund LLC
BCP Capital LP
BCP Capital Partners QPF LP
HarbourVest International
Private Equity Partners IV - Direct Fund L.P.
Donald Gibson
Jonathan Craton
David Thomas Embleton
Mark Farmer
Brian Buggy
Jeremy Crook
Guy Dubois
Dave Ettle
Steve Hurn
David Rice-Jones
Francis Haysom
Robert Curran
Dale Thomas
Nelson Veiga
Todd Fryburger
Peter Hust
Mike Shelton
Steve Miller
Kelly Connery
Murray Creighton
Jonathan McKay


<PAGE>

                             PART 5: THE EXECUTIVES

<TABLE>
<CAPTION>
NAME              ADDRESS
----              -------
<S>               <C>
Jonathan Craton
Donald Gibson
David Embleton
Mark Farmer
</TABLE>


<PAGE>

                       PART 6: THE MANAGEMENT SHAREHOLDERS

<TABLE>
<CAPTION>
NAME               ADDRESS
----               -------
<S>                <C>
Jeremy Crook
Guy Dubois
Brian Buggy
Dave Ettle
Steve Hurn
David Rice-Jones
Francis Haysom
Robert Curran
Dale Thomas
Nelson Veiga
Todd Fryburger
Peter Hurst
Mike Shelton
Steve Miller
Kelly Connery
Murray Creighton
</TABLE>


<PAGE>

                                   SCHEDULE 3

                             COMPLETION REQUIREMENTS

                         PART 1: COMPLETION DELIVERABLES

1    SELLERS' OBLIGATIONS

1.1  At Completion each of the Sellers shall deliver or procure that there shall
     be delivered to the Buyer (or in the case of the Institutions so far as
     they are able to do the same):

     (a)  duly executed transfers in respect of the Sellers' Shares and Sellers'
          Option Shares held by such Seller in favour of the Buyer or its
          nominee(s) and the share certificates for the Sellers' Shares and
          Sellers' Option Shares;

     (b)  the certificate of incorporation, statutory registers, minute book and
          share certificate book of the Company and (to the extent applicable in
          any jurisdiction outside England and Wales) each Subsidiary;

     (c)  certificates for all shares in the Subsidiaries and duly executed
          transfers in favour of the Buyer or as it shall direct (to be
          delivered in the same manner as the Sellers' Shares) of all such
          shares not registered in the Company's or any Group Company's name,
          including without limitation any such shares in the capital of Cramer
          Russia LLC;

     (d)  a certified copy of any power of attorney pursuant to which any Seller
          has executed this Agreement;

     (e)  the Supplemental Disclosure Letter duly executed by the Warrantors;

     (f)  certified copies of board resolutions of each of the Companies in the
          agreed form;

     (g)  undated resignations of directors and secretaries of all Group
          Companies in the agreed form save in the case of the Company which
          shall be dated;

     (h)  to the extent then in the possession of any of the Sellers, copies of
          any Options Holder Instruction Forms given by any Option Holder,
          together with duly executed transfers in respect of the shares in the
          capital of the Company issued on exercise of those Options in favour
          of the Buyer or its nominee(s) and the share certificates for those
          shares and evidence of payment to the Company of the relevant
          subscription monies for the shares allotted on exercise of the Vested
          Options to the extent that it is not dealt with by virtue of a
          cashless exercise;

     (i)  opinion letters in relation to the capacity, due incorporation and
          authority of Broadview, Kennet and HarbourVest in a form to the
          reasonable satisfaction of the Buyer from Cooley Goodward, Debevoise &
          Plimpton LLP and Ogiers;

     (j)  a copy of the Escrow Instruction Letter (as defined in Part 1 of
          Schedule 7) duly signed by that Seller's Representatives;

     (k)  a schedule setting out:

          (i)  the names of all individuals who are capable of exercising
               Options on or before, the Final Option Exercise Date or are
               entitled to option rollover and against the name of each
               individual, the information set out in paragraphs (ii) to (vii)
               below;

          (ii) the number of shares that will be issued or transferred to that
               individual on exercise of his Options and/or, to the extent that
               such Options are to be rolled over, the number of shares to be
               released or transferred by such roll over,


<PAGE>

               assuming that all those Options are so exercised or rolled over
               (as appropriate);

          (iii) the type of option scheme or nature of the Option or Options in
               question together with the status of the scheme or those options
               for Tax purposes;

          (iv) the Sellers' reasonable collective estimate of the aggregate
               amount of any Tax liability (including, but not limited to, any
               income, payroll or social security Taxes) that will arise to the
               Group Company (including, but not limited to, any income, payroll
               or social security Taxes which the Group Company is required to
               withhold or account for to the relevant Tax Authority) as a
               consequence of the exercise or rollover by that individual of his
               Options assuming that all Vested Options are exercised and all
               Unvested Options are rolled over, in each case, denominated in
               the local currency of each jurisdiction in which such Tax
               liability arises;

          (v)  the Group Company that will have the liability to account for
               such Taxes;

          (vi) the expected date on which those Taxes will be required to be
               accounted for to the relevant Tax Authority, the identity of that
               Tax Authority and details of the relevant person who is, or will
               be, responsible for the payment of Taxes to the relevant Tax
               Authority;

          (vii) details of any reporting or other obligations that will need to
               be complied with in connection with the exercise or roll over of
               such Options;

          (viii) equivalent information to that referred to in paragraphs (i) to
               (vii) above relating to any Taxes arising (including, but not
               limited to, any income, payroll or social security Taxes which
               the Group Company is required to withhold or account for to the
               relevant Tax Authority) as a result of the sale or roll over of
               Shares (as contrasted with the exercise or roll over of the
               Options); and

          (ix) the information described in paragraphs (i) to (vii) above in
               respect of any restricted securities including but not limited to
               their grant, vesting, assignment or roll over (within the meaning
               of Chapter 2 Part 7 (ITEPA) together with the details of any
               relevant elections which have been entered into for Tax purposes,
               the date the elections were made and the date (if any) on which
               they have been communicated to the relevant Tax Authority (and
               the non-UK equivalent of the foregoing).

     (l)  to the extent then in the possession of any of the Sellers or the
          Company, duly executed transfers in respect of any shares in the
          capital of the Company in issue at Completion other than as comprised
          in paragraphs 1(a), 1(h) and 1(l) of this Schedule in favour of the
          Buyer or its nominee(s) together with the share certificates for those
          shares;

     (m)  copies of Notices of Exercise of Options and or Option Holder
          Instruction Forms executed by Guy Dubois, Jonathan McKay, Don Gibson
          and Jonathan Craton of the options granted to them on 11 August 2005,
          15 June 2001, 17 October 2000 and 14 August 1996 (as later amended)
          respectively, and in the case of Don Gibson agreeing to pay income tax
          and employee national insurance payable on exercise, together with
          duly executed transfers in respect of the shares in the capital of the
          Company issued on exercise of those options in favour of the Buyer or
          its nominee(s) and the share certificates for those shares and
          evidence of payment to the Company of the relevant subscription monies
          for the shares allotted on exercise of those options;


<PAGE>

     (n)  evidence reasonably satisfactory to the Buyer that on Completion the
          Buyer is receiving a valid transfer of shares constituting not less
          than ninety per cent. (90%) of the total voting rights exercisable on
          a poll conferred by all the shares in issue in the share capital of
          the Company assuming conversion of all convertible securities and
          exercise of all vested and unvested options, securities and restricted
          shares;

     (o)  agreed form of the new articles of association (the "New Articles")
          and copies of resolutions and class consents in the agreed form in
          respect of the adoption of the New Articles;

     (p)  to the extent not previously supplied to the Buyer forms 403a in
          respect of a mortgage debenture granted by Cramer Systems Limited on
          24 September 1998 in favour of NatWest;

     (q)  the register of members and list of Option Holders;

     (r)  a minute of a meeting of the board of directors of the Company signed
          by the chairman of the meeting confirming the acceleration of vesting
          of Options and Y Shares on the basis set out in of Schedule 11;

     (s)  a certificate signed by a director of the Company of the amount of the
          Transaction Costs;

     (t)  a release in a form reasonably acceptable to the Buyer duly executed
          by Tim Burt, Alejandro Couce, Ivan Valero and Carlos Delara and Murray
          Creighton of any right they may have to subscribe for shares in the
          capital of the Company;

     (u)  consents in a form reasonably satisfactory to the Buyer from the
          people beneficially entitled to Shares registered in the name of CETC
          (Nominees) Limited to the transfer of their Shares to the Buyer; and

     (v)  a minute of a meeting of the board of directors of the Company signed
          by the chairman of the meeting terminating the US401K plan.

1.2  Each of the Sellers shall ensure so far as they are able in their capacity
     as a Shareholder that at Completion a meeting of the board of Directors is
     held at which the Directors shall pass resolutions in the agreed form to,
     amongst other things:

     (a)  vote in favour of the registration of the Buyer or its nominee(s) as
          member(s) of the Company in respect of the Sellers' Shares (subject to
          the production of property stamped transfers);

     (b)  appoint persons nominated by the Buyer as directors, secretary and
          auditors of the Company with effect from the end of the meeting; and

     (c)  allot the Shares to be allotted on exercise of the Vested Options
          pursuant to the Notice of Exercise of Options and/or form of
          instruction.

2    BUYER'S OBLIGATIONS

     At Completion the Buyer shall:

     (a)  pay the Consideration to the extent required to do so at Completion
          under Schedule 11;

     (b)  deliver to the Sellers a copy of the Escrow Instruction Letter (as
          defined in Part 1 of Schedule 7) duly signed by the Buyer; and

     (c)  deliver opinion letters in relation to the capacity, due incorporation
          and authority of the Buyer and the Buyer Parent in a form to the
          reasonable satisfaction of the Sellers' Representatives.


<PAGE>

                            PART 2: POWER OF ATTORNEY

1    With effect from Completion and to secure the interest of the Buyer in the
     Sellers' Shares, each Seller hereby appoints the Buyer (the "Attorney") to
     be his/its true and lawful attorney with authority on his/its behalf and in
     his/its name or otherwise to exercise all rights, powers and privileges
     attaching to each such Seller's Sellers' Shares capable of being exercised
     by the registered holder of those Sellers' Shares as the Attorney shall in
     its absolute discretion think fit and, in particular (without limitation):

     1.1  to receive or waive any notice of, or consent to the holding on less
          than the statutory period of notice of, any general meeting of the
          Company (or of the holders of any class of shares of the Company);
          and/or

     1.2  to propose resolutions of the members of the Company and/or to attend
          and vote at all general meetings and separate meetings of the holders
          of any class of shares of the Company and to sign and deliver proxies
          in favour of any person for the purpose of voting at such meetings or
          for any other purpose connected with such meetings; and/or

     1.3  to pass any resolutions and/or to sign any written resolutions or
          otherwise exercise all rights and privileges held by or accruing to
          each Seller as the registered holder of each such Seller's Sellers'
          Shares, to receive dividends and other distributions in respect of
          such Sellers' Shares and to give a good receipt for them,

     all in such form and on such terms as the Attorney shall in its absolute
     discretion think fit.

2    With effect from Completion, each Seller undertakes not to exercise any of
     the rights attaching to each of his/its Sellers' Shares or to appoint any
     other person to exercise such rights.

3    This appointment shall be irrevocable and shall terminate when, in respect
     of each Seller, each of his/its Sellers' Shares are registered in the name
     of the Attorney or its nominee.

4    Each Seller agrees that in acting hereunder the Attorney may act by its
     secretary or any director or person acting pursuant to authority conferred
     by its board of directors or any director.

5    Each Seller hereby undertakes to ratify each and every act or thing which
     may be done or effected by the Attorney in the proper exercise of any of
     the Attorney's powers and/or authorities as set out in this Part 2 of
     Schedule 3.


<PAGE>

                                   SCHEDULE 5

                                   WARRANTIES

                           PART 1: SELLERS' WARRANTIES

1    Each of the Sellers have the requisite capacity and authority to enter into
     and perform its obligations under this Agreement.

2    Each of the Sellers is the sole legal and beneficial owner of the issued
     Sellers' Shares listed opposite their names in Part 4 of Schedule 1.

3    This Agreement will, when executed by each of the Sellers, constitute a
     binding obligation on each Seller enforceable in accordance with its
     respective terms.

4    No consent, approval, authorisation or order of court or government or
     local agency or body or other person is required by any of the Sellers for
     the execution or implementation of this Agreement and compliance with its
     terms.

5    Each of the Sellers warrants, in respect of the Sellers' Shares listed
     opposite their respective names in Part 4 of Schedule 1 only, that there
     are no Encumbrances on, over or affecting such Sellers' Shares, or any of
     them, nor any agreement or commitment to create any such Encumbrance.

6    No Group Company has given any guarantees, security interests or
     indemnities in favour of the Sellers or any person connected with the
     Sellers.


<PAGE>

                           PART 2: GENERAL WARRANTIES

1    THE SHARES

1.1  The Shares constitute the whole of the issued and allotted share capital of
     the Company and are duly issued fully paid or credited as fully paid.

1.2  Other than pursuant to an Option disclosed in the Disclosure Letter, no
     person has any present, future or contingent right to call for the
     allotment of any share or loan capital of any Group Company and Parts 1 and
     2 of Schedule 9 set out complete and accurate details of the holders of the
     Options.

1.3  Except in respect of the number of options (vested and unvested) referred
     to in the Disclosure Letter granted under employee incentive schemes
     disclosed in the Disclosure Letter, there is no share option scheme or
     other agreement or arrangement which obliges any Group Company to issue
     shares or to buy back or redeem any issued shares or any other securities
     of any type.

1.4  The Sellers hold shares conferring not less than 90 per cent. of the total
     voting rights exercisable on a poll conferred by all the shares in issue in
     the capital of the Company on a fully diluted basis (that is assuming the
     exercise of all rights to subscribe for, or to convert any security into,
     shares of any class in the Company).

1.5  The register of members and the list of Option Holders to be delivered
     under paragraph (r) of Part 1 of Schedule 3 is true and accurate.

2    THE COMPANY

2.1  INCORPORATION AND EXISTENCE

     The Company is duly incorporated and validly existing under the laws of
     England and Wales. The details set out in Part 4 of Schedule 1 and Part 1
     of Schedule 2 are correct.

2.2  THE SUBSIDIARIES

     (a)  The Subsidiaries are the only subsidiaries of the Company.

     (b)  The number of shares in the Subsidiaries set out in Part 2 of Schedule
          2 comprise the whole of the issued and allotted share capital of the
          Subsidiaries, respectively, and all of them are issued fully paid or
          credited as fully paid. The Company is the sole legal and beneficial
          owner of all the issued shares in each of the Subsidiaries.

     (c)  The details of each Subsidiary set out in Part 2 of Schedule 2 are
          correct.

     (d)  Each Subsidiary is duly incorporated and validly existing under the
          laws of the place of incorporation under which it is stated to be
          incorporated in Part 2 of Schedule 2.

2.3  NO PARTNERSHIP

     No Group Company acts or carries on business in partnership with any other
     person, is a member (other than as a shareholder in another Group Company)
     of any corporate or unincorporated body, undertaking or association, or
     holds or is liable in respect of any share or security which is not fully
     paid or which carries any liability.

2.4  COMMISSIONS

     No person is entitled to receive from any Group Company any finder's fee,
     brokerage or other commission in connection with the sale and purchase of
     the Shares or fees (including legal fees) in

<PAGE>

     connection with the sale and purchase of the Shares or the transactions
     contemplated under this Agreement.

2.5  Constitutional documents

     The copies of the Memorandum and Articles of Association of the Company
     attached to the Disclosure Letter are complete and accurate in all
     respects. The Shareholder Agreement is the only subsisting shareholders'
     agreement relating to the Company and/or the shares of the Company, and the
     copy of that agreement attached to the Disclosure Letter is complete in all
     respects.

2.6  BOOKS AND REGISTERS

     (a)  The register of members and, so far as the Warrantors are aware, the
          other statutory books of each Group Company respectively contain
          accurate records of the members of that Group Company and all the
          other information which they are required to contain under the
          Companies Act or applicable legislation and all returns, particulars,
          resolutions and other documents required to be delivered by any Group
          Company to the Registrar of Companies have been delivered and no fines
          or penalties are outstanding.

     (b)  So far as the Warrantors are aware, no Group Company has received any
          notice of any application for the rectification of its register of
          members.

2.7  DIRECTORS, SHARE CAPITAL AND LOAN CAPITAL

     (a)  The only directors of each Group Company are the persons whose names
          are listed in respect of it in Schedule 2 and no Group Company has any
          alternate, de facto or shadow directors.

     (b)  Neither the Company, nor any Subsidiary incorporated in England has
          provided any financial assistance as defined in section 152(1) of the
          Companies Act directly or indirectly for purpose of acquiring its own
          shares or those of any of its holding companies or reducing or
          discharging any liability so incurred contrary to Section 151
          Companies Act.

     (c)  Neither the Company nor any Subsidiary incorporated in England has
          redeemed or purchased or agreed to purchase any of its share capital
          or passed any resolutions authorising any such redemption or purchase
          or (in the case of the Company or any Subsidiary incorporated in
          England) entered into or agreed to enter into any contingent purchase
          contract as defined in section 165(1) of the Company Act or passed any
          resolutions approving any such contract or made any capitalisation of
          reserves.

     (d)  No Group Company has any outstanding loan capital, which for the
          avoidance of doubt shall not include inter Group Company debt.

     (e)  No share in the capital of any Group Company has been issued for a
          consideration other than cash.

     (f)  No share in the capital of any Group Company has been issued except in
          accordance with its memorandum and articles of association.

     (g)  No Group Company has any interest in the shares or other securities of
          any company which is not a Subsidiary or any interest in any business
          other than that of the Group or has agreed to acquire any such shares,
          securities or interest or has held any such shares, securities or
          interest at any time.


<PAGE>

3    CONNECTED PARTY ARRANGEMENTS

     Other than service agreements or contracts of employment, there are not
     currently outstanding any contracts, or agreements to which any Group
     Company is a party and in which any Sellers or any director of any Group
     Company or any person connected with any of them is interested (and for the
     purposes of this paragraph a person shall be deemed to be interested in a
     contract if, were he a director of the Company, he would be interested in
     that contract for the purposes of Section 317 of the Companies Act 1985).
     For the purposes of this warranty, a person connected with any person shall
     comprise that person's spouse, civil partner, parent, sibling, child and
     adopted child and any body corporate controlled by that person within the
     meaning of section 416 ICTA.

4    ACCOUNTS AND MANAGEMENT ACCOUNTS

4.1  The Accounts:

     (a)  comply with the requirements of the Companies Acts 1985 and applicable
          Statements of Standard Accounting Practice, Financial Reporting
          Standards, and other generally accepted accounting practices in the
          United Kingdom;

     (b)  give a true and fair view of the assets and liabilities of the Group
          as at the Accounts Date and its profits for the financial period ended
          on the Accounts Date; and

     (c)  have been prepared on the same basis and in accordance with the same
          accounting policies as the corresponding accounts of the Company for
          the preceding financial year.

4.2  The Management Accounts have been prepared on a basis consistent with the
     preparation of prior management accounts of the Group for the twelve month
     period ended on the Accounts Date and reasonably reflect the state of
     affairs of the Group for the period to which they relate.

4.3  The Company is not bearing the fees or expenses save for the Transaction
     Costs of any professional adviser in relation to the sale of the Shares to
     the Buyer.

4.4  Each Group Company has in place and maintains a system of internal
     accounting controls which so far as the Warrantors are aware are sufficient
     to provide reasonable assurances that transactions, receipts and
     expenditures are in all material respects being executed and made only in
     accordance with appropriate authorisations of management and the board of
     directors of that Group Company.

5    POSITION SINCE THE COMPLETION ACCOUNTS DATE

     From the period from the Completion Accounts Date to the Completion Date
     and save for the Permitted Payments:

     (a)  no management charge has been levied against any Group Company and
          there has been no payment of any management, service, monitoring,
          directors' fees or other fees and compensation from any Group Company
          to any of the Sellers or any person connected with any of the Sellers;
          and

     (b)  no dividend or distribution (including without limitation any
          distribution as defined in Part VI ICTA and extended by section 418
          ICTA) has been paid or declared or made by any Group Company.

6    EVENTS SINCE THE ACCOUNTS DATE

     Since the Accounts Date:

     (a)  no Group Company has allotted or issued or agreed to allot or issue
          any share capital;

     (b)  no resolution of the Company in general meeting has been passed other
          than resolutions relating to ordinary business at annual general
          meetings;


<PAGE>

     (c)  no Group Company has acquired or disposed of or agreed to acquire or
          dispose of any material business or asset (other than in the ordinary
          course of business);

     (d)  save for the salary review which occurred in August 2005 (details of
          current salaries having been disclosed to the Buyers), no material
          change has been made in the emoluments or other terms of employment of
          any of the Employees whose salary is in excess of L150,000 per annum
          or of any of the directors;

     (e)  no Group Company has created any mortgage or charge on the whole or
          any part of its assets which is outstanding;

     (f)  the business of the Group has been carried on in the ordinary course
          consistent with past practice and liabilities including contingent
          liabilities have not been incurred outside the ordinary course of
          Business;

     (g)  no Group Company has repaid any loan, loan capital or other debenture
          by reason of its default;

     (h)  no Group Company has repaid any borrowing or indebtedness in advance
          of its stated maturity;

     (i)  no Group Company has received written notice of any default under any
          written agreement or covenant to which it is a party, nor under any
          other written obligation binding on it being a default which would
          have a material adverse affect on the business of the Companies as a
          whole;

     (j)  the Company has not declared, made or paid a dividend or other
          distribution (including without limitation any distribution as defined
          in Part VI ICTA and extended by Section 416 ICTA) except as provided
          for in the Accounts;

     (k)  no Group Company has redeemed or purchased or agreed to redeem or
          purchase any of its share capital;

     (l)  no change in the accounting reference period or accounting practices
          of the Company has been made;

     (m)  there has been no variation to the payment practices relating to trade
          creditors or to the collection of trade debts or to the discount
          policies offered to customers;

     (n)  there has been no variation to the basis on which accruals are made
          compared to the basis on which accruals were made in respect of the
          same period in the previous calendar year (including, but not limited
          to, the basis on which accruals are made relating to items of capital
          expenditure);

     (o)  no Group Company has incurred Borrowings, or made payment out of or
          drawings on its bank accounts other than in the ordinary course of
          business, and the ordinary course of business shall include the
          issuing of, or agreeing to issue, or the giving of performance bonds
          in connection with services to be provided by the Group Company;

     (p)  no Group Company has paid any bonus, commission or other emolument to
          any director or employee other than any other bonuses, commissions and
          emoluments due in the ordinary course of which details are contained
          in the Disclosure Letter; and

     (q)  there has been no material adverse change in the financial or trading
          position of the Group taken as a whole and the Warrantors are not
          aware of any circumstances reasonably likely to give rise to such a
          change; and

     (r)  the Warrantors are not aware of any fraud having been conducted upon
          any Group Company.


<PAGE>

7    EMPLOYEES

7.1  EMPLOYMENT CONTRACTS FOR DIRECTORS AND EMPLOYEES

     (a)  The Disclosure Letter contains the following, as at the Disclosure
          Date:

          (i)  a list of all Employees together with their job title, start
               date, date of birth and salary or fees;

          (ii) copies of the Directors' service agreements;

          (iii) standard terms and conditions of employment applicable to all
               Employees;

          (iv) details of all contractual benefits to which Employees are
               entitled;

          (v)  the staff handbook of each Group Company;

          (vi) any outstanding offers of employment or engagement made to any
               person by any Group Company and of any such offers which have
               been accepted by any person who has not yet taken up that
               employment or engagement;

          (vii) a list of those Employees who (i) have given or received notice
               of termination of his employment or (ii) are on maternity,
               paternity or parental or adoption leave or (iii) are on long-term
               sick leave or otherwise absent for any other reason on a
               long-term basis; and

          (viii) positions currently vacant and/or any new position advertised
               in relation to each Group Company.

     (b)  So far as the Warrantors are aware no Employee is suffering from a
          condition which requires any adjustment within the work place pursuant
          to Section 4A Disability Discrimination Act 1995.

     (c)  All social benefits have been provided in all material respects in
          accordance with applicable laws in the various countries in which the
          Group Companies operate.

7.2  CONSULTANCY ARRANGEMENTS

     The Disclosure Letter contains, as at the Disclosure Date, a list of all
     Consultants together with the terms on which the individual provides
     services, including:

     (a)  the individual's name;

     (b)  the basis of his or her fees; and

     (c)  details of any benefits provided to him or her.

7.3  INCENTIVE SCHEMES

     (a)  The Disclosure Attachments contain a list of each of the following
          which are now operated by any Group Company or which any Group Company
          is under any legally binding obligation to provide at any future date:

          (i)  any scheme or arrangement whereby its current or former
               directors, Employees or Consultants or their relevant relatives
               or dependents may acquire shares or options or other rights to
               acquire shares;

          (ii) any employee trust under which current or former Employees their
               relatives or dependents are within the class of beneficiaries or
               are entitled to receive any benefits;


<PAGE>

          (iii) any cash bonus scheme or other employee incentive arrangements
               not involving the issue or transfer of shares; or

          (iv) any arrangement by which any commission or remuneration of any
               kind payable or due to any of its current directors or Employees
               may be calculated by reference to the turnover, profits or sales
               of any Group Company.

          In relation to any schemes, trusts or arrangements of the kind
          referred to in this paragraph 7.3(a) and referred to in the Disclosure
          Attachments:

          (v)  copies of all documents governing such schemes and the terms of
               outstanding awards (including option and award agreements entered
               into with any participant in such a scheme) are enclosed with the
               Disclosure Attachments;

          (vi) details of all outstanding options, exercise prices, vesting
               schedules, rights and awards under such schemes (including
               identification of the scheme under which the option, right or
               award was granted, the number and class of shares subject to the
               option, right or award, any amount payable by the participant in
               respect of the option, right or award, the vesting conditions
               applying to the option, right or award and the extent to which
               each option, right or award has then vested) are enclosed with
               the Disclosure Attachments;

          (vii) copies of all notifications to the Inland Revenue/HM Revenue and
               Customs under paragraph 44 of Schedule 5 to the Income Tax
               (Earnings and Pensions) Act 2003 (or previous legislation) in
               respect of any option which was granted or purported to be
               granted as a "qualifying option" for the purposes of Schedule 5
               to the Income Tax (Earnings and Pensions) Act 2003 (or previous
               legislation) are enclosed with the Disclosure Attachments;

          (viii) the Inland Revenue or HM Revenue and Customs agreed the market
               value of a relevant share at the date of grant of any option
               which is granted or purported to be granted as a "qualifying
               option" for the purposes of Schedule 5 to the Income Tax
               (Earnings and Pensions) Act 2003 (or previous legislation) and a
               copy of each such agreement is enclosed with the Disclosure
               Attachments;

          (ix) the exercise prices of all options referred to in paragraph
               7.3(a)(viii) above are not less than the corresponding market
               values agreed with the Inland Revenue and HM Revenue and Customs
               also referred to in paragraph 7.3(a)(viii) above;

          (x)  so far as the Warrantors are aware, such schemes have at all
               times been operated in accordance with their governing rules or
               terms and all applicable laws; and

          (xi) no current or former Employee or relation or dependent or other
               participants in any such schemes has made any claim against any
               Group Company in relation to any such schemes in the last 12
               months.

     (b)  So far as the Warrantors are aware, no "disqualifying event" for the
          purposes of Chapter 9 of Part 7 of the Income Tax (Earnings and
          Pensions) Act 2003 (or previous legislation) has occurred after the
          grant of any option granted as a "qualifying option" for the purposes
          of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003 (or
          previous legislation).

     (c)  So far as the Warrantors are aware, the requirements of Schedule 5 to
          the Income Tax (Earnings and Pensions) Act 2003 (or previous
          legislation) were satisfied on and after the grant of every option
          that was granted as or purported to be granted as a "qualifying
          option" for the purposes of that Schedule.


<PAGE>

     (d)  So far as the Warrantors are aware, each of the Companies has filed
          any return required to be filed with any competent Tax Authority in
          relation to the schemes, trusts or arrangements of the kind referred
          to in paragraph 7.3(a) above.

     (e)  So far as the Warrantors are aware, each current or former director or
          Employee who acquired a security or an interest in a security in any
          Group Company on or after 16th April 2003 entered into an election
          pursuant to section 431(1) of the Income Tax (Earnings and Pensions)
          Act 2003 and copies of all signed elections pursuant to section 431(1)
          of the Income Tax (Earnings and Pensions) Act 2003 are enclosed with
          the Disclosure Attachments.

     (f)  The only outstanding options, rights and awards of the kind in any
          Group Company which will not lapse pursuant to their terms after 40
          days from Completion (or earlier) are the options granted to Guy
          Dubois on 11 August 2005 and Jonathan McKay on 15 June 2001 and awards
          of Y Shares under the Y Share Scheme.

     (g)  All the holders of outstanding awards granted under the "Y Share
          Scheme" which have not vested, will be released by the Company from
          the restriction, contained in their respective restricted share
          agreements, prohibiting the transfer of Y Shares subject to each such
          person agreeing to transfer their Y Shares in accordance with Schedule
          11.

     (h)  Joint elections transferring all secondary class 1 National Insurance
          contributions liability arising on the exercise, release or assignment
          of all options granted by the Company since 6 April 1999 have been
          approved by the Inland Revenue or HM Revenue and Customs and have been
          validly entered into by the relevant optionholder (and employing
          company) save in respect of the unapproved option granted to Guy
          Dubois on 11 August 2005 and the option granted to Donald Gibson on 17
          October 2000.

     (i)  Each Option Holder and each Y Shareholder has agreed (by way of
          indemnity, entitlement to deduct or withhold amounts in respect of Tax
          or otherwise) to bear all Taxes for which any Group Company is or may
          become liable to pay or account in respect of or as a result of the
          exercise or roll over of the relevant Option or other relevant
          chargeable event.

     (j)  So far as the Warrantors are aware the information comprised in the
          schedules referred to in paragraph 1.1(k) of Part 1 of Schedule 3 is
          complete and accurate in all respects.

     (k)  So far as the Warrantors are aware, if the Warranties in
          sub-paragraphs (b), (c) and (e) of this paragraph 7.3 were given in
          respect of any equivalent non-UK legislation, such warranty would be
          true and accurate.

7.4  NOTICE PERIODS

     So far as the Warrantors are aware, all contracts of service or contracts
     for services with Directors, Employees or Consultants can be terminated by
     6 months' notice or less without giving rise to any claim for damages or
     compensation (other than a statutory redundancy payment or statutory
     compensation for unfair dismissal or other statutory right, if applicable).

7.5  PAY AND PAY REVIEWS

     (a)  No remuneration reviews or negotiations for an increase in the
          remuneration or benefits of an Employee, Director or Consultant are
          current or due to take place prior to August 2006.

     (b)  No amounts due to, or in respect of the current Directors, Consultants
          or Employees (including PAYE and national insurance and pension
          contributions) are in arrears or unpaid.


<PAGE>

7.6  ASSURANCES ETC

     So far as the Warrantors are aware, no written assurances or undertakings
     (whether legally binding or not) have been given to any of the Employees as
     to the continuation, introduction, increase or improvement of any terms and
     conditions, remuneration, benefits or other bonus or incentive scheme.

7.7  LOANS

     There are no outstanding loans between any Group Company and an Employee
     (other than loans not exceeding US$5,000 per Employee relating to travel
     arrangements).

7.8  PROPERTY

     No Employee resides in or occupies or is entitled to reside in or occupy
     any property belonging to any Group Company.

7.9  SECONDMENTS

     No Group Company has entered into any secondment arrangements relating to
     any Employee.

7.10 REDUNDANCY

     So far as the Warrantors are aware, no Group Company has any obligation to
     make any payment, on the redundancy of any Employee, in excess of the
     statutory redundancy payment.

7.11 OUTSOURCING

     No Group Company is a party to any material outsourcing or contracting out
     arrangements.

7.12 TRADE UNIONS

     No Group Company recognises any trade union nor do they have any works or
     supervisory councils or other bodies representing Employees.

7.13 No Group Company has:

     (a)  received any application for recognition from a trade union; nor

     (b)  received a valid employee request for information and consultation
          procedures pursuant to the Information and Consultation of Employees
          Regulations 2004; nor

     (c)  during the past year, failed to inform and consult with any trade
          union or employee representatives pursuant to Regulation 13 Transfer
          of Undertakings (Protection of Employment) Regulations 1981 or
          Sections 188-195 Trade Union and Labour Relations (Consolidation) Act
          1992.

7.14 So far as the Warrantors are aware, each Group Company has maintained in
     all material respects current records regarding the service of each of
     their Employees (including but not limited to details of the terms of
     employment, payments of statutory sick pay and maternity pay, disciplinary
     and grievance matters, health and safety matters, income tax and social
     security contributions and wage records).

     PENSIONS

7.15 Except for the group personal pension scheme insured with Standard Life and
     the schemes listed at paragraph 7.15 of the Disclosure Letter, and under
     any compulsory state arrangements in the various countries in which the
     Group Companies operate (the "PENSION SCHEMES") there is not in operation
     as at the date of this Agreement any agreement or arrangement (whether
     legally or not enforceable) for the payment by any Group Company of, or
     payment by any Group Company of a contribution towards, a pension,
     allowance, lump sum or other similar benefit on retirement, death,


<PAGE>

     termination of employment (whether voluntary or not) for the benefit of an
     employee or director or former employee or director or any of their
     respective dependants.

7.16 Contributions and premiums which have fallen due in respect of a period
     prior to Completion which:

     (a)  are payable by each Group Company participating in the Pension
          Schemes; and

     (b)  are paid by a Group Company on behalf of employees who are members of
          the Pension Schemes;

     have been duly paid when due and save for the payment of employer
     contributions no Group Company is required to bear any fees, charges or
     expenses as an employer under the Pension Scheme in relation to it and each
     Group Company has discharged its liability to pay or reimburse (whether
     wholly or in part) to anyone who has paid any costs, charges or expenses
     which have been incurred by or in connection with the Pension Scheme.

7.17 OLD DEFINED BENEFIT ARRANGEMENTS

     No Group Company has in the six years before the date of this Agreement
     participated in or been a participating employer in any defined benefit
     arrangement except where there is no liability (actual, prospective or
     contingent) for any Group Company in respect of that arrangement. Where
     "DEFINED BENEFIT ARRANGEMENT" means a scheme, agreement or arrangement
     under which the amount or some or all of the benefits payable to or in
     respect of a member of the scheme, agreement or arrangement is calculated
     in accordance with a formula which takes account of the service of the
     member to retirement, death or withdrawal and the remuneration of the
     member at or close to his retirement, death or withdrawal.

7.18 DOCUMENTS DISCLOSED

     All material details (including details on the rate and basis for the
     employer contributions) relating to the Pension Schemes (other than
     compulsory state arrangements in the various countries in which the Group
     Companies operate) are contained in or annexed to the Disclosure Letter.

7.19 STAKEHOLDER PENSION

     Each Group Company has complied with its obligations under the Welfare
     Reform and Pensions Act 1999.

8    TRADING ARRANGEMENTS, CUSTOMERS AND CONTRACTUAL ARRANGEMENTS

8.1  TRADING NAME

     No Group Company trades and, so far as the Warrantors are aware, has ever
     traded under any name other than its corporate name and no action has been
     taken against the Company under Section 28 of the Companies Act 1985.

     CUSTOMERS AND PARTNERS

8.2  The Disclosure Letter contains details of all customers (or groups of
     connected customers) responsible for 10 per cent. or more of the annual
     turnover of the Group taken as a whole for the 12 months to 31 July 2005.

8.3  No Group Company has any outstanding material disputes concerning its
     products and/or services and/or otherwise with any customer or distributor
     or partner, system integrator, reseller (and similar partners) or supplier
     and the Warrantors have no knowledge of any material dissatisfaction on the
     part of any significant customer.

8.4  So far as the Warrantors are aware, no Group Company has received any
     written, or oral, notice from any significant customer or partner, system
     integrator, reseller (and similar partners) that such


<PAGE>

     customer does not intend to continue as a customer of the Company or such
     Subsidiary or that such customer intends to terminate or materially modify
     existing contracts with any Group Company.

8.5  No Group Company has had any of its Products returned by a buyer thereof
     nor, so far as the Warrantors are aware have they received any notice
     claiming that the Products do not conform with applicable contractual
     commitments or warranties (whether express, or to the extent not subject to
     legally effective express exclusions thereof, implied).

8.6  CONTRACTS

     (a)  Save as is disclosed in the Disclosure Letter, the terms of all
          material contracts (other than agreements relating to any of the
          Properties or their management or maintenance) to which each Group
          Company is a party have been duly complied with in all material
          respects by the relevant Group Company and (so far as the Warrantors
          are aware) by the other parties to contracts in respect of those
          contracts), no notice in writing has been given by or (so far as the
          Warrantors are aware) received by any Group Company terminating or
          threatening termination of the contract or alleging breach of the
          contract.

     (b)  No Group Company is or has been, a party to any long-term contracts or
          arrangements or any material contract or arrangement entered into
          otherwise than in the ordinary course of the Business.

     (c)  Except as disclosed in the Disclosure Letter, there is no material
          contract to which any Group Company is a party:

          (i)  which was entered into otherwise than at arm's length;

          (ii) which is an unusual or abnormal contract having regard to the
               nature, scope and extent of the Business or the manner in which
               it has been carried on in the two years ended on the date of this
               Agreement;

          (iii) which relates to the acquisition or disposal of companies or
               businesses by any Group Company during the last two years;

          (iv) which under its own terms is capable of being terminated or
               altered or changed as a result of the sale of the Shares to the
               Buyer or rights of any Group Company diminished, waived or
               released;

          (v)  which limits the freedom of the Company or any Subsidiary to
               engage, cooperate or participate, approach any potential
               customer, or compete with any other person, in any line of
               business, market or geographic area, or to made use of any
               Intellectual Property rights or any Information Technology, or
               which grants most favoured nation pricing, exclusive sales,
               distribution, marketing or other exclusive rights, rights of
               refusal, rights of first negotiation or similar rights and/or
               terms to any person, or which otherwise limits the right of the
               Company or any of its Subsidiaries to sell, distribute or
               manufacture any products or services or to purchase or otherwise
               obtain any software, components, parts, subassemblies or
               services; and

          (vi) which grants any third party exclusive rights to any Intellectual
               Property Rights or grants any third party the right to sublicense
               any Intellectual Property Rights.

          For the purposes of this Warranty 8:

          (aa) a long-term contract, commitment or arrangement is one which is
               not capable of termination in accordance with its terms by the
               relevant company by twelve months notice or less (other than
               contracts which continue from year to year


<PAGE>

               and can be terminated by twelve months' notice or less expiring
               on the anniversary of the relevant contract or another annually
               occurring date specified in the relevant agreement); and

          (bb) a material contract or arrangement is one which has had, in any
               one of the last four financial periods of the Company ending on
               the Accounts Date, and in the period covered by the Management
               Accounts expenditure (excluding VAT) by any Group Company of
               US$350,000 or more revenues (excluding VAT) by any Group Company
               of US$750,000 or more or is listed on the lists referred to in
               Warranties 17.8 and 18.3 other than:

               (i)  any contract with an employee of the Company;

               (ii) any purchase or sale orders for services or Products or
                    other products supplied by the Company placed in the
                    ordinary course of business; and

               (iii) any lease or other contract relating to the Properties or
                    any other property.

     (d)  No Group Company has given any guarantee of, or security interest or
          indemnity with respect to, the obligations of any person other than a
          Group Company.

     (e)  Complete and accurate copies of all the material contracts referred to
          in Warranty 8.6(a) have been provided to the Buyer.

8.7  DATA PROTECTION

     No Group Company has received any notice from any party of non-compliance
     in respect of, and each Group Company complies and has at all times
     complied in all material respects with, the Data Protection Act 1998 and
     its predecessors. No individual has been awarded compensation from any
     Group Company, no order has been made against any Group Company and no
     warranty has been issued against any Group Company under the Data
     Protection Act 1998 and its predecessors.

8.8  MEMBERSHIP OF TRADE ASSOCIATIONS ETC

     The Disclosure Letter lists any trade association or professional body of
     which any Group Company is a member and of the fees and other charges
     payable in respect of such membership.

9    LICENCES TO OPERATE

9.1  No Group Company has received any written notice in the 12 months prior to
     the date of this Agreement alleging that any material statutory, municipal,
     governmental or court requirements applicable to the formation, continuance
     in existence, creation and issue of securities of, management, property or
     operations of any Group Company has not been obtained or complied with.

9.2  Each Group Company has all material licences, consents and other
     permissions and approvals required for or in connection with the carrying
     on of the Business as currently carried on and no Group Company has
     received written notice of revocation of any of the same.

10   COMPLIANCE WITH LAWS

     No Group Company is in violation of, or in default with respect to, any
     statute, regulation, order, decree or judgment of any court or central or
     local government agency of the United Kingdom or any country in which that
     Group Company carries on business and which would in any such case have a
     material adverse affect on the ability of that Group Company to operate the
     Business as it is presently carried on. So far as the Warrantors are aware,
     no Group Company has received any


<PAGE>

     notice indicating that it is in violation or in default with respect to any
     of the foregoing which would in any such case have had a material adverse
     effect.

11   PAYMENT OF BRIBES

     No Group Company has made, directly or indirectly, any payments (in cash or
     in kind) or provided any benefits to any entity or person for the purpose
     of inducing any such entity to exercise any influence, authority or
     discretion in favour of any Group Company that would, if such act had
     occurred in the United Kingdom or the United States, have constituted
     payment of an unlawful bribe or be an illegal payment or that would in
     accordance with relevant law be regarded as illegal.

12   LITIGATION

12.1 Save as disclosed in the Disclosure Letter, no Group Company is at present
     engaged in any legal action or proceeding or governmental investigation
     (whether civil or criminal), arbitration or mediation (whether formal or
     informal), of a material nature.

12.2 No matters of the type described in Warranty 12.1 are pending or threatened
     against any Group Company and so far as the Warrantors are aware there are
     no circumstances likely to give rise to any such matters.

12.3 No unfulfilled or unsatisfied judgments or court orders are outstanding
     against any Group Company.

12.4 No distress, distraint, charging order, garnishee order, execution or other
     process which a court may use to enforce payment of a debt has been levied
     in respect of any asset of any Group Company.

12.5 There are no material subsisting disputes between any Group Company and any
     party to any agreement with any Group Company or any Employee or any
     ex-employee of any Group Company and so far as the Warrantors are aware
     there are no circumstances likely to give rise to any such dispute.

13   INSURANCE

13.1 A summary of all insurance policies effected by the Company are appended to
     the Disclosure Letter.

13.2 All premiums due and payable on the said policies have been paid and so far
     as the Warrantors are aware, the policies relating to them are in full
     force and effect and not void, or voidable.

13.3 No claim has been made and is outstanding either by the insurer or the
     insured under any of the said policies.

13.4 So far as the Warrantors are aware, the Company has in force all insurances
     which are mandatorily required.

14   GRANTS

14.1 No Group Company has applied for and received any investment grant or any
     other government grant or allowance or loan subsidy.

14.2 No circumstances have arisen as a result of which any government grant,
     subsidy or allowance received by any Group Company is liable to be repaid.

15   REGULATORY MATTERS

15.1 Each Group Company has been granted, and there are now in force all
     necessary Approvals for the supply of the Products in the place and in the
     manner in which such Products are supplied.


<PAGE>

15.2 So far as the Warrantors are aware, each Group Company has at all times
     carried on its business and affairs in accordance with its Constitutional
     Documents.

15.3 So far as the Warrantors are aware, no Group Company carries on or purports
     to carry on any regulated activity in contravention of section 19 Financial
     Services and Markets Act 2000.

15.4 So far as the Warrantors are aware, no governmental, administrative or
     regulatory authority has served a notice on any Group Company in respect of
     any of its assets or activities.

15.5 So far as the Warrantors are aware, no Group Company has been notified of
     any investigations by any governmental or regulatory authority in respect
     of any of the affairs of any Group Company.

15.6 So far as the Warrantors are aware, no Group Company has paid any
     commission or made any payment whether to secure business or otherwise to
     any person, firm or company which in the hands of such person, firm or
     company would in accordance with the relevant law be regarded as illegal.

15.7 So far as the Warrantors are aware, no Director, officer, agent, Employee
     or other person acting on behalf of any Group Company has been party to the
     use of any assets of the Group Company for unlawful contributions, gifts,
     entertainment or other unlawful expenses relating to any activity,
     including any political activity, or to the establishment or maintenance of
     any unlawful or unrecorded fund of monies or other assets, or to the making
     of any false or fictitious entries in the books or records of the Group
     Company, or to the making of any unlawful payment.

16   ASSETS

16.1 OWNERSHIP OF ASSETS

     So far as the Warrantors are aware, none of the tangible assets and
     property held by any Group Company for the purposes of carrying on the
     Business is the subject of any Encumbrance (excepting any lien arising by
     operation of law in the ordinary course of trading) or, save as disclosed
     in the Disclosure Letter, the subject of any leasing, hire, hire-purchase,
     retention of title, conditional sale or credit sale agreement.

16.2 There is attached to the Disclosure Letter a list of all Products:

     (a)  briefly describing each Product;

     (b)  giving details of previous versions and version numbers and where such
          versions are installed; and

     (c)  giving details of the date on which each version of each Product was
          first marketed or supplied.

16.3 The assets and rights licensed to or owned by each Group Company, together
     with assets held under the agreements referred to in Warranty 16.1,
     comprise all the assets and rights needed for the continuation of the
     Business.

17   INTELLECTUAL PROPERTY

     Where a statement in this section 17 is qualified by the awareness of the
     Warrantors, this shall be read as the awareness that the Warrantors
     actually have as well as the awareness they should reasonably have of
     specific facts and matters assuming reasonable enquiry having been made by
     the Warrantors of each Group Company's legal and other professional
     advisers (during their period of appointment) and staff in the Business
     from time to time (during their employment), of who it would be reasonable
     to make enquiries regarding the subject matter of the statement (the
     "Enquiries"), and shall not include awareness of any Generic Information.

     In this section 17, "GENERIC INFORMATION" shall mean:


<PAGE>

     (a)  any boiler plate disclaimers or standard advice from professional
          advisors providing always that, for the avoidance of doubt, the
          substantive parts of any written opinions from legal and other
          professional advisers in respect of validity, infringement and other
          such matters as applicable shall not be construed as Generic
          Information;

     (b)  general risks associated with Intellectual Property or information
          technology which are not specific to the Intellectual Property Rights
          or information technology concerned; and

     (c)  any contents of any public register save where set out in or annexed
          to a written search report or other document either in the possession
          or control of any Group Company or which the Warrantors are aware of,
          or which the Warrantors should reasonably be aware of having made the
          Enquiries.

17.1 All Intellectual Property Rights which are material to the Business is (or,
     where appropriate in the case of pending applications, will be) owned by
     any Group Company as sole legal and beneficial owner, or is validly
     licensed to a Group Company pursuant to an agreement listed in the
     Disclosure Letter and (if in writing) comprised in the Disclosure
     Attachments. The Intellectual Property owned by any Group Company or
     licensed to any Group Company as provided above is, together sufficient to
     carry on the Business materially in the manner in which it is currently
     carried on. So far as the Warrantors are aware, the Intellectual Property
     Rights are valid, enforceable and subsisting.

17.2 The Products supplied or prepared for supply by any Group Company from time
     to time do not include and have not included any Publicly Available
     Software, or elements derived from Publicly Available Software and no Group
     Company has at any time contributed Intellectual Property under any open
     source licence or policy, or otherwise caused any Intellectual Property to
     be redistributable under such a policy.

17.3 All parties (whether individual, partnership or limited company) retained,
     commissioned, employed or otherwise engaged by any Group Company from time
     to time and who, in the course of such engagement created, discovered,
     conceived or developed work in which Intellectual Property subsists or
     arose or might reasonably have been expected to do so are bound by
     agreements with that Group Company whereby (or through operation of
     applicable law) all such Intellectual Property vests in that Group Company,
     and all such agreements contain terms which purport to prevent such parties
     disclosing confidential information and know-how about that Group Company
     and its business. So far as the Warrantors are aware, no such party has, or
     has made any claim (other than in writing) against any Group Company to,
     any right, title or interest in or in respect of such Intellectual Property
     or to any compensation or remuneration in relation to such Intellectual
     Property, whether under section 40 Patents Act 1977 or equivalent
     legislation in the world or otherwise (a "CLAIM"). No such party has made
     any Claim in writing.

     REGISTERED IP

17.4 Details of all registered Intellectual Property and applications filed by
     or in the name of any Group Company (whether in its sole name or in joint
     names, and whether actual or not yet filed but anticipated and reduced to
     writing), or assigned to any Group Company and whether or not in its name
     are set out in the Disclosure Letter. All past and due renewal and
     extension fees in respect of all registered Intellectual Property Rights
     have been paid.

17.5 The expiry dates of the registrations of all domain names in the name of
     any Group Company are listed in the Disclosure Letter. There are no
     outstanding deadlines of the Patent Office or Trade Mark Registry (or any
     analogous office or registry anywhere in the world) in relation to the
     Intellectual Property Rights, and no such deadlines which expire within six
     months of the date of this Agreement.


<PAGE>

17.6 All reasonable steps have been taken for the diligent maintenance and
     protection of the Intellectual Property Rights and no Group Company has
     received a written adverse opinion (which is not Generic Information),
     whether from any registry concerned or from any of its advisers, in
     relation to any application or contemplated application for registration of
     Intellectual Property. All written search reports and written opinions as
     to infringement, validity or enforceability of Intellectual Property Rights
     made or received by any Group Company are set out in the Disclosure Letter
     and comprised in the Disclosure Attachments.

17.7 All documents material to the right, title and interest of each Group
     Company to the registrable Intellectual Property Rights used by that Group
     Company (other than those rights licensed to that Group Company) and to the
     licences of registrable Intellectual Property Rights granted to that Group
     Company and all documents and materials necessary for the prosecution or
     maintenance (as applicable) of all applications and registrations in
     relation to the registrable Intellectual Property Rights (other than those
     rights licensed to the relevant Group Company) form part of the records or
     materials in the possession and ownership or under the control of the
     relevant Group Company.

17.8 So far as the Warrantors are aware, there are no specific circumstances
     (not including Generic Information) that will render any registered
     Intellectual Property Rights subject to revocation, compulsory licence or
     cancellation or will prevent any application for registration of any
     registrable Intellectual Property Rights proceeding to the stage of grant
     or registration and which would be materially adverse in the context of
     carrying on the Business materially in the manner in which it is currently
     carried on.

     LICENSED IP

17.9 A list of all licences, and agreements or arrangements (including those
     under which any Group Company is grantor or grantee) relating to
     Intellectual Property Rights which is material to the Business is set out
     in the Disclosure Letter, and these are comprised in the Disclosure
     Attachments. All licences, arrangements and agreements whether or not set
     out in the Disclosure Letter or comprised in the Disclosure Attachments are
     in writing and are valid, binding and enforceable in accordance with their
     terms. No Group Company has committed a breach of any such licence,
     arrangement and agreement, and no Group Company has received notice of
     breach of or termination of any such licence, arrangement or agreement, and
     so far as the Warrantors are aware, no other party has committed a breach
     of any such licence, arrangement and agreement.

     INFRINGEMENT BY THE COMPANY

17.10 Without prejudice to paragraph 17.11, so far as the Warrantors are aware,
     each Group Company, and the processes employed and the principal products
     and services dealt in by each Group Company from time to time do not
     infringe and have not infringed any patent and will not infringe any patent
     issuing from any existing patent application of any third party (save to
     the extent the claims covered by such application are widened from their
     present form). For the avoidance of doubt this warranty will not apply to
     any process, product or service or any aspect (including location) of any
     process, product or service, not currently or previously carried out by the
     Company.

17.11 Each Group Company, and the processes employed and the principal products
     and services dealt in by each Group Company from time to time do not
     infringe and have not infringed the Intellectual Property of any third
     party, including without limitation patents or existing patent applications
     which have been monitored or assessed for risk of infringement by or on
     behalf of each Group Company, and will not, infringe any applications
     issuing from such applications (save to the extent the claims covered by
     such applications are widened from their present form). This warranty 17.11
     shall not apply to any other patent or patent application of any third
     party, and for the avoidance of doubt this warranty will not apply to any
     process, product or service or any aspect (including location) of any
     process, product or service, not currently or previously carried out by the
     Company.


<PAGE>

     INFRINGEMENT BY THIRD PARTIES

17.12 So far as the Warrantors are aware, no third party is infringing or
     threatening to infringe, in any material respect, any Intellectual Property
     owned by any Group Company which is material to the Business and no claims,
     disputes or proceedings in respect of any Intellectual Property have been
     settled by any Group Company in the 24 months prior to the date of this
     Agreement.

17.13 No Group Company is subject to any order or injunction or other measure or
     undertaking imposed by any court or other body of competent jurisdiction in
     relation to Intellectual Property Rights (including, without limitation,
     any prohibition or restriction on use).

     CONFIDENTIAL INFORMATION AND KNOW-HOW

17.14 Each Group Company enforces and operates reasonable procedures which
     maintain the confidentiality of its confidential information and know-how
     (whether technical, financial or commercial, and including, without
     limitation, techniques, instruction manuals, formulae, trade secrets and
     information in respect of that Group Company's manufacturers, agents,
     suppliers and customers) and has at all times kept confidential all such
     confidential information and know-how save where disclosed under reasonably
     prudent written obligations of confidentiality. Such obligations of
     confidentiality have not been breached by each Group Company or its
     employees and so far as the Warrantors are aware, such confidentiality has
     not at any time been breached by any third party.

     CANCELLATION OR MODIFICATION OF RIGHTS

17.15 No Group Company has received any written notice from any authority or
     other person to cancel, forfeit or modify any Intellectual Property Rights
     owned by the relevant Group Company.

     ENCUMBRANCES

17.16 None of the Intellectual Property Rights owned by each Group Company that
     is material to the Business is subject to any Encumbrances (except any
     liens arising by the operation of law in the ordinary course of trading or
     licences in favour of third parties comprised in the Disclosure
     Attachments)

     INFORMATION TECHNOLOGY

17.17 Each Group Company owns, leases, licenses or is otherwise entitled to use
     all Information Technology it uses in the Business. So far as the
     Warrantors are aware, the Information Technology has the capacity and
     performance reasonably necessary to fulfil the present requirements of the
     Business.

17.18 All databases used by each Group Company are owned by or licensed to the
     relevant Group Company and run on that Information Technology.

17.19 No Group Company has plans in place or under consideration nor any
     business need to change, replace, develop or update the Information
     Technology or introduce any new IT systems and no such change, replacement,
     development or update is under way, in either case which would require
     expenditure in excess of L100,000.

17.20 No third party provides any part of the Information Technology under any
     outsourcing, application service provider, hosting or similar arrangement.
     None of the Information Technology is provided to any Group Company by any
     of the Sellers or by any member of any Sellers' Group which is not itself a
     member of the Group.

17.21 Each Group Company owns and has in its possession all Source Code relating
     to the Products supplied or prepared for supply by that relevant Group
     Company from time to time.


<PAGE>

17.22 The performance of obligations, including all deposits of source code,
     payments and, where relevant, testing and verification of Source Code
     required under any Source Code escrow agreements to which any Group Company
     is party are up-to-date. No event has occurred which would permit the
     release of Source Code to any party under any of those Source Code escrow
     agreements. The Disclosure Letter contains full details of all Source Code
     escrow agreements to which any Group Company is party.

     IT DISRUPTION

17.23 There has been no failure or breakdown in the twelve months prior to the
     date of this Agreement of any Information Technology that has caused any
     material disruption to the Business including, without limitation, as a
     result of:

     (a)  any sub-standard performance or defect in any part of the Information
          Technology caused by any viruses, bugs, worms, software bombs;

     (b)  a breach of security in relation to any part of the Information
          Technology; and

     (c)  any failure, interruption or defective operation of any Information
          Technology caused by the occurrence or processing of any date or
          dates.

17.24 The Information Technology has been and continues to be properly and
     regularly maintained and replaced in accordance with reasonable industry
     practice. The Disclosure Letter contains full details of all material
     maintenance and support agreements relating to the Information Technology.
     None of the Information Technology is the subject of unstarted, delayed,
     unfinished or failed acceptance testing by any Group Company.

17.25 Each Group Company implements, maintains and keeps up-to-date:

     (a)  physical and logical security processes and software which aim to
          protect the Information Technology it uses and any information held on
          it, in accordance with reasonable industry practice;

     (b)  procedures which aim to prevent unauthorised access or the
          introduction of viruses or similar destructive code, in accordance
          with reasonable industry practice;

     (c)  procedures for the taking and storing on-site and off-site of back-up
          copies of the software and any data held on the Information Technology
          it uses in accordance with reasonable industry practice; and

     (d)  back-up systems and disaster recovery systems and procedures which aim
          to enable the relevant Group Company to continue to function without
          any material disruption or interruption to the Business in the event
          of a major failure, bug or breakdown of any part of the Information
          Technology it uses or the destruction, corruption or loss of access to
          any of the data held on that Information Technology, in accordance
          with reasonable industry practice.

     MATERIAL AGREEMENTS

17.26 A list of all Information Technology and all material agreements relating
     to the Information Technology (and a description of its use in the
     Business) is set out in the Disclosure Letter, and these are comprised in
     the Disclosure Attachments. No Group Company has committed a breach of any
     such agreement, and no Group Company has received notice of breach of or
     termination of any such agreement, and so far as the Warrantors are aware,
     no other party to any such agreement has committed a breach of it.



<PAGE>

     ENCUMBRANCES

17.27 None of the Information Technology owned by any Group Company is subject
     to any Encumbrances (except any liens arising by the operation of law in
     the ordinary course of trading).

     SOFTWARE

17.28 No Group Company has disclosed to any third party any source code relating
     to software owned, used or supplied by any Group Company and material to
     the Business other than under escrow agreements listed in the Disclosure
     Letter.

     DOMAIN NAMES

17.29 Details of any domain names (if any) registered by any Group Company are
     disclosed in the Disclosure Letter.

18   PROPERTY AND ENVIRONMENT

18.1 No Group Company owns or has any interest in any land or building other
     than the Properties, and no Group Company has entered into any legally
     binding agreement for the purchase of any such interest, other than in
     relation to the Properties.

18.2 So far as the Warrantors are aware, no notice of any breach of covenants,
     obligations, restrictions and conditions affecting the Properties referred
     to in Part 1 of Schedule 4 has been received by any Group Company.

18.3 So far as the Warrantors are aware, there is no actual or contingent
     liability on the part of any Group Company arising directly or indirectly
     out of any lease, agreement for lease, conveyance or licence or other
     agreement or deed including any actual or contingent liability arising
     directly or indirectly out of:

     (a)  any estate or interest previously held by any Group Company as an
          original lessee or underlessee; or

     (b)  any covenant made by any Group Company in favour of any lessor or any
          guarantee given by any Group Company in relation to a lease or
          underlease.

18.4 So far as the Warrantors are aware, each Group Company has obtained and is
     in material compliance with the terms and conditions of material
     Environmental Consents required in relation to its activities.

18.5 So far as the Warrantors are aware, the Company has not received any notice
     of any actual, pending or threatened actions by regulatory authorities or
     third parties in respect of any alleged non-compliance with Environmental
     Law.

18.6 So far as the Warrantors are aware, each Lease that is compulsorily
     registrable at Land Registry in the United Kingdom is registered at Land
     Registry.

18.7 The use of each of the Properties referred to in Part 1 of Schedule 4 is
     the permitted use for the purposes of the Planning Acts, as defined in
     section 366 Town and Country Planning Act 1990 or analogous legislation in
     any other relevant country or territory ("Planning Acts").

18.8 Each Group Company has paid the rent and in all material respects observed
     and performed the covenants on the part of the tenant and the conditions
     contained in any Leases of the Properties referred to in Part 1 of Schedule
     1.

18.9 The Leases of the Properties referred to in Part 1 of Schedule 4 are in
     full force and do not contain any provision under which the lease in
     question may be terminated or its terms changed by reason of the
     acquisition of the Shares by the Buyer.




<PAGE>

18.10 So far as the Warrantors are aware, any licences, consents and approvals
     required from the landlords and any superior landlords under the Leases in
     respect of the Properties referred to in Part 1 of Schedule 4 have been
     obtained and the covenants on the part of the tenant contained in those
     licences, consents and approvals have been duly performed.

18.11 There are no rent reviews in progress under any of the Leases In respect
     of the Properties referred to in Part 1 of Schedule 4.

19   BANK ACCOUNTS AND LOANS

19.1 BANK ACCOUNTS

     Details of all bank accounts as at 30 June 2006 and maintained by the
     Company and the Subsidiaries are set out in the Disclosure Letter.

19.2 INDEBTEDNESS

     (a)  Other than in the ordinary course of business, no Group Company has
          lent any money which has not been repaid, or owns the benefit of any
          debts (whether or not due for payment), other than debts which have
          arisen in the ordinary course of business and so far as the Warrantors
          are aware, no Group Company has made any loan or quasi-loan contrary
          to any legislation.

     (b)  The amount borrowed by each Group Company does not exceed any
          limitation on its borrowing powers contained in its Constitutional
          Documents or in ay debenture or other deed or document binding on that
          Group Company.

     (c)  No Group Company has received demand for repayment of any borrowing or
          indebtedness in the nature of borrowing which is repayable on demand.

     (d)  No Group Company has any bank overdraft facilities outstanding or
          available to it.

     (e)  No Group Company has engaged in any way off balance sheet financing or
          any financing of a type which would not require to be shown or
          reflected in the Accounts, had such arrangement or financing been
          entered into on or before the Accounts Date.

     (f)  No Group Company has entered into nor is it negotiating to enter into
          any currency and/or interest rate swap agreement, asset swap, future
          rate or forward rate agreement, interest cap, collar and/or floor
          agreement or other currency exchange or interest rate protection
          transaction.

     (g)  So far as the Warrantors are aware, all Encumbrances created by or in
          favour of any Group Company which are required to be registered in
          accordance with the provisions of the Companies Act 1985 or any
          analogous legislation in any relevant country or territory have been
          so registered.

     (h)  No Group Company has any Borrowings.

20   INSOLVENCY

     No Group Company has:

     (a)  entered into any arrangement or composition for the benefit of its
          creditors or any of them nor has it (or its agent or nominee) convened
          a meeting of its creditors;

     (b)  submitted to its creditors or any of them a proposal under Part I of
          the Insolvency Act 1986;

     (c)  entered into any arrangement, scheme, compromise, moratorium or
          composition with any of its creditors (whether under Part I of the
          Insolvency Act 1986 or otherwise);



<PAGE>

     (d)  made an application to the Court under Section 425 of the Companies
          Act 1985 or resolved to make such an application;

     (e)  presented a petition for winding up nor, so far as the Warrantors are
          aware, has a petition for winding up been presented against it which
          has not been withdrawn within 14 days, nor has a winding up order been
          made against it or a provisional liquidator appointed;

     (f)  been the subject of a resolution for voluntary winding up (other than
          a voluntary winding up while solvent for the purposes of an
          amalgamation or reconstruction which has the prior written approval of
          the other party) nor has a meeting of its shareholders been called to
          consider a resolution for winding up;

     (g)  had an administrative receiver or receiver appointed in respect of all
          or any of its assets or the assets of any guarantor;

     (h)  had a written demand for the payment of sums due served upon it in
          accordance with Section 123(1)(a) of the Insolvency Act 1986 which has
          not been settled or disputed; or

     (i)  been the subject of any event analogous to any of the events in
          sub-paragraphs (a) to (h) of this Warranty in any jurisdiction outside
          England and Wales.

21   COMPETITION, ANTI-TRUST AND CARTELS

21.1 So far as the Warrantors are aware, no Group Company has committed any act
     nor is a party to any agreement or course of conduct which contravenes,
     requires notification or is the subject of any investigation under the
     Enterprise Act 2002, Fair Trading Act 1973, the EC Treaty, the Competition
     Act 1980 or the Competition Act 1998 or any analogous legislation in any
     jurisdiction in which it carries on business.

21.2 No Group Company has received any notice or communication of commencement
     of a formal procedure, from or on behalf of any authority having
     jurisdiction in matter of competition law, anti-trust, merger control,
     regulatory, monopoly or fair trading (any such body or person referred to
     below as a "Competition Authority") in respect of any matter to which that
     Group Company is or was a party and no Group Company has received any
     notice that any person has made a complaint to a Competition Authority
     against that Group Company.

21.3 No Group Company has made any complaint or made any application for a
     no-action letter to any Competition Authority in respect of any matter to
     which that Group Company is or was a party.

21.4 No Director has been or is the subject of a Competition Disqualification
     Order within the meaning of section 204 of the Enterprise Act 2002 or has
     given any Competition Disqualification Undertaking within the meaning of
     section 9B(2) of the Company Directors Disqualification Act 1986.

21.5 So far as the Warrantors are aware, no Director is or at any material time
     was guilty of an offence under section 188 Enterprise Act 2002 (the "Cartel
     Offence") or of any attempt, conspiracy or incitement to commit the Cartel
     Offence or of aiding, or abetting a person to commit the Cartel Offence in
     relation to the business of the Company.

21.6 No Director has been convicted of the Cartel Offence nor, so far as the
     Warrantors are aware, has been the subject of any investigation, process,
     notice or communication relating to the Cartel Offence in relation to the
     business of the Company.

21.7 No Group Company is or has been in receipt for any unlawful state aid
     within the meaning of Article 87 of the EC Treaty or Article 61 of the
     Agreement on the European Economic Area.



<PAGE>

22   TRANSACTIONS WITH DIRECTORS

22.1 There are no:

     (a)  loans or quasi loans (as defined in the Companies Act) or credit
          transactions (as so defined) made by any Group Company to any
          Director; or

     (b)  debts owing to any Group Company from any Seller or Director or any
          person connected with any Seller or Director.

22.2 There are no mortgages, charges, guarantees or other security arrangements
     entered into by any Group Company in respect of any obligations of any
     Director or any Seller or any person connected with any Director or Seller.

22.3 No Group Company depends in any material respect on the use of any
     property, right or asset owned by, or facilities or services provided by,
     any Seller or Director (other than services provided as an Employee) or any
     person connected with any Seller or Director.

23   TAXATION

23.1 All returns, computations, information, accounts, forms and notices which
     ought to have been made by or in respect of each Group Company for the
     purposes of Taxation have been duly made, were completed on a proper basis
     and were submitted within the requisite time limits and all such documents
     (and the information contained therein) were, when they were submitted, and
     remain complete and accurate in all material respects.

23.2 No Group Company is, nor has it been in the period of three years ending on
     the date of this Agreement, involved in any dispute with or investigation,
     audit, discovery or enquiry into any Tax return by any Tax Authority and,
     so far as the Warrantors are aware, no such dispute, investigation, audit,
     discovery or enquiry is pending, planned, threatened or likely to arise.

23.3 Each Group Company has duly paid all Taxation for which it is liable on or
     before the date on which that Taxation became due and has not, in the
     period of three years ending on the date of this Agreement incurred any
     liability to pay any interest or penalties in respect of any unpaid Tax or
     default in respect of any Tax matter.

23.4 Each Group Company has duly deducted and withheld all amounts of, or in
     respect of, Tax required to be deducted from any sum payable by it and, to
     the extent that such amounts have become due, has accounted for such
     amounts to the appropriate Tax Authority in all material respects.

23.5 No Group Company has ever been resident for any Tax purpose in any
     jurisdiction other than the jurisdiction in which it has been incorporated
     or in the last six years has ever had a branch, agency, place of business,
     representative office, permanent establishment or other taxable presence
     for any Tax purpose outside that jurisdiction.

23.6 The provisions or reserve for Tax appearing in the Accounts are sufficient
     to cover all Tax for which each Group Company was at the Accounts Date
     liable to pay or account (whether or not the due date for payment or to
     account has arisen) in respect of any period ended on or before the
     Accounts Date.

23.7 No Group Company has a liability to pay any amount of, or in respect of,
     Tax which has arisen or will arise in respect of the period commencing on
     the Accounts Date and ending on Completion, save for:

     (a)  Corporation tax (or its non-UK equivalent) payable in respect of
          normal trading profits;

     (b)  Income tax (or its non-UK equivalent) payable pursuant to the PAYE
          regulations (or non-UK equivalent payroll deduction mechanism) and
          national insurance contributions (or



<PAGE>

          other applicable social security liabilities) payable, in each case,
          in respect of amounts that the Group Company in question is
          contractually obliged to pay to its employees and directors; and

     (c)  VAT (or non-EU sales tax) on supplies of goods or services made by or
          to the Group Company in the ordinary course of its business.

23.8 No Group Company is, nor so far as the Warrantors are aware is likely to
     become, liable to pay, or make reimbursement or indemnity in respect of,
     any Tax (or amounts corresponding to Tax) in consequence of the failure by
     any other person (other than another Group Company) to discharge that Tax
     within any specified period or otherwise where that Tax relates to a
     profit, income or gain, transaction, event, omission or circumstance
     arising, occurring or deemed to arise or occur (whether wholly or partly)
     on or before the date of this Agreement.

23.9 Each Group Company has obtained, maintained and has readily available to it
     complete, accurate and up to date records as required for all Tax purposes
     including all records necessary to comply with its Tax reporting and
     withholding Tax obligations generally and all records necessary to
     calculate any future liability to Tax accruing as a result of any disposal
     or realisation of any asset owned by that Company as at the date of this
     Agreement.

23.10 No Tax charge will arise to any Group Company as a result of the sale of
     the Shares pursuant to this Agreement.

23.11 All documents to which any Group Company is a party and/or which are
     necessary to prove the title of any Group Company to any asset owned or
     possessed by it have been duly and properly stamped and all UK stamp duty
     (or non-UK equivalent) payable in respect of such documents has been paid.

23.12 No goods or services have been supplied or received, or agreed to be
     supplied or received, by a Group Company for consideration which is more or
     less valuable than the consideration that would have been paid or agreed
     between unconnected third parties such that an adjustment has, could or
     should be made, for Tax purposes, to the actual consideration paid or
     agreed to be paid by or to the Group Company in question.

23.13 No Group Company has entered into any transaction or series of
     transactions, scheme or arrangement of which the main purpose, or one of
     the main purposes, was the avoidance or reduction of a Taxation liability
     or for which there was no commercial purpose; and no Group Company has ever
     been under a liability to disclose an arrangement under the provisions of
     Part 7 of the Finance Act 2004 or to provide the reference number assigned
     to any such arrangement to a Tax Authority.

23.14 Each Group Company which is required to be registered for VAT purposes has
     been so registered and its registration is not subject to any conditions
     imposed by or agreed with any Tax Authority. No Group Company makes or has
     made supplies which are exempt for VAT purposes.



<PAGE>

                           PART 3: BUYER'S WARRANTIES

1    ORGANISATION AND STANDING

     The Buyer is a corporation duly incorporated, validly existing and in good
     standing under the laws of its jurisdiction of incorporation.

2    AUTHORITY

     The Buyer has the requisite capacity and authority to enter into and
     perform its obligations under this Agreement and when executed this
     Agreement will constitute a binding obligation on the Buyer. No consent,
     approval, authorisation or order of any court or government or local agency
     or body or other person is required by them for the execution or
     implementation of this Agreement and compliance with its terms.

3    BREACHES OF WARRANTY

3.1  No member of the Buyer's Group is aware of any fact, matter, event, act,
     omission, transaction, arrangement, agreement or circumstance which it
     knows entitles the Buyer to bring a Warranty Claim. For the purpose of this
     clause, 'awareness' means the actual knowledge of Gil Priver, Tamar
     Rapaport, Yael Affias-Shem, Yuval Baharav, Zvika Naggan, Alex Hawker,
     Andrew Keen and Jill Wellman.

3.2  Paragraph 3.1 of this Part 3 shall not apply if and to the extent that the
     Buyer is entitled to bring a Warranty Claim arising out of the infringement
     of any patent by any Group Company. The Buyer has no current intention of
     making any Warranty Claim.

4    COMMITTED FUNDS

     The Buyer has immediately available on an unconditional basis (subject only
     to Completion) the necessary cash resources to meet its obligations under
     this Agreement.


<PAGE>

                                   SCHEDULE 6

                      LIMITATIONS ON THE SELLERS' LIABILITY

1    SCOPE

1.1  The parties agree that the provisions of this Schedule shall operate to
     limit the liability of each of the Sellers in respect of any Claim as
     defined below, but not any other liability of any of the Sellers under this
     Agreement.

1.2  In this Schedule, except where a different interpretation is necessary in
     the context, the words and expressions set out below shall have the
     following meanings:

<TABLE>
<S>                                <C>
"Claim"                            a claim for breach of the Warranties or any
                                   of the warranties contained in Part 1 of
                                   Schedule 5 or a claim under the Tax Covenants
                                   or a claim under clause 8.11 (Notified
                                   Withholding Amount)

"IP Claim"                         a claim for breach of any of the Warranties
                                   contained in paragraph 17 of Part 2 of
                                   Schedule 5 or any of the Excluded Warranties
                                   so far as they relate to Intellectual
                                   Property Rights

"Relevant Percentage"              in relation to any Warrantor, the percentage
                                   set out against that Warrantor's name in
                                   column 2 of the table in paragraph 2.2 below

"Settled" and "Settlement"         the meanings given in Part 1 of Schedule 7

"Share Capital Claim"              a claim for breach of any of the warranties
                                   contained in Part 1 (other than paragraph 6)
                                   and sub-paragraphs 1.1, 1.2, 1.3, 1.4 and 1.5
                                   of Part 2 of Schedule 5, provided that for
                                   the purpose of this definition references in
                                   paragraphs 1.2 and 1.3 of Part 2 of Schedule
                                   5 to "Group Company" shall be deemed to be
                                   references to "Company"

"Subsidiary Share Capital Claim"   a claim for breach of any of the Warranties
                                   contained in paragraphs 1.2, 1.3 and 2.2(b)
                                   of Part 2 of Schedule 5, provided that for
                                   the purposes of this definition references in
                                   paragraphs 1.2 and 1.3 of Part 2 of Schedule
                                   5 to "Group Company" shall be deemed to be
                                   references to "Subsidiary"

"Year 1 Claim"                     a Claim made in the period starting on the
                                   Completion Date and ending on the first
                                   anniversary of the Completion Date

"Year 2 to 3 Claim"                an IP Claim, Tax Claim, Share Capital Claim
                                   or Subsidiary Share Capital Claim which in
                                   any case is made in the period starting on
                                   the day after the first anniversary of the
                                   Completion Date and ending on the third
                                   anniversary of the Completion Date

"Year 4 to 5 Claim"                a Tax Claim, Share Capital Claim or
                                   Subsidiary Share Capital Claim made in the
                                   period starting on
</TABLE>



<PAGE>

<TABLE>
<S>                                <C>
                                   the day after the third anniversary of the
                                   Completion Date and ending on the fifth
                                   anniversary of the Completion Date

"Year 1 Claims Cap"                the sum of US$80,000,000 less the aggregate
                                   amount of all Claims Settled (as defined in
                                   Part 1 of Schedule 7) in favour of the Buyer
                                   from time to time

"Year 2 to 3 Claims Cap"           the sum of US$80,000,000 less the aggregate
                                   amount of all Claims Settled (as defined in
                                   Part 1 of Schedule 7) in favour of the Buyer
                                   from time to time

"Year 4 to 5 Claims Cap"           the sum of US$25,000,000 less the aggregate
                                   amount of all Claims Settled (as defined in
                                   Part 1 of Schedule 7) in favour of the Buyer
                                   from time to time

"Tax Claim"                        any claim by the Buyer under the Tax
                                   Covenants, for breach of any of the
                                   Warranties contained in paragraph 23 of Part
                                   2 of Schedule 5 or for breach of the
                                   Warranties in paragraph 7.3 of Part 2 of
                                   Schedule 5) or under clause 8.11 (Notified
                                   Withholding Amount)
</TABLE>

1.3  Nothing in this Schedule 6 shall have the effect of excluding, limiting or
     restricting any liability of any Seller in respect of a Claim arising as a
     result of fraud or fraudulent misrepresentation by that Seller.

2    CAP ON LIABILITY

2.1  The total aggregate liability of each Warrantor shall be limited as
     follows:

     (a)  in the case of all Year 1 Claims other than Tax Claims, IP Claims,
          Share Capital Claims and Subsidiary Share Capital Claims, to his
          Relevant Percentage of any such Year 1 Claim up to the amount standing
          to the credit of the Escrow Account at the time the Claim is Settled;

     (b)  in the case of all Year 1 Claims which are Tax Claims, IP Claims or
          Subsidiary Share Capital Claims, to his Relevant Percentage of any
          such Year 1 Claim up to the Year 1 Claims Cap;

     (c)  in the case of all Year 2 to 3 Claims other than Share Capital Claims,
          to his Relevant Percentage of any such Year 2 to 3 Claim up to the
          Year 2 to 3 Claims Cap;

     (d)  in the case of all Year 4 to 5 Claims other than Share Capital Claims,
          to his Relevant Percentage of any such Year 4 to 5 Claim up to the
          Year 4 to 5 Claims Cap,

     provided that in any event in the case of all Claims other than Share
     Capital Claims, each Warrantor's aggregate liability to the Buyer shall not
     exceed the amount set out against his name in column 3 of the table below
     as adjusted in accordance with paragraphs 2.3 and 2.4. For the avoidance of
     doubt the liability of each Warrantor in respect of a Share Capital Claim
     shall be unlimited in amount.



<PAGE>

<TABLE>
<CAPTION>
    1                2                       3
WARRANTOR   RELEVANT PERCENTAGE   FINANCIAL CAP (US$000)
---------   -------------------   ----------------------
<S>         <C>                   <C>
TOTAL               100%                  80,000
</TABLE>

2.2  For the purposes of these limits, the liability of the Warrantors shall be
     deemed to include the amount of all costs, expenses and other liabilities
     (together with any irrecoverable VAT thereon) payable by the Warrantors in
     connection with the satisfaction, settlement or determination of any such
     claim.

2.3  In circumstances where the Year 1 Claims Cap and/or the Year 2 to 3 Claims
     Cap is less than US$80,000,000 then each Warrantors' aggregate liability
     for all Claims (other than Share Capital Claims) shall be his Relevant
     Percentage of the then subsisting Year 1 Claims Cap or Year 2 to 3 Claims
     Cap. With regard to Year 4 to 5 Claims, each Warrantors' aggregate
     liability for all claims (other than Share Capital Claims) shall be his
     Relevant Percentage of the Year 4 to 5 Claims Cap.

2.4  For the avoidance of doubt the figures in column 2 (Relevant Percentage)
     and column 3 (Financial Cap) shall be adjusted as at the Completion Date to
     such numbers as shall in the case of:

     (a)  the Management Warrantors, be equal to 25 per cent of the gross
          proceeds of sale received by them pursuant to this Agreement for their
          Sellers' Shares and Sellers' Option Shares calculated by reference to
          the price per share as at the Completion Date; and

     (b)  the Executives, shall be US$80,000,000 less the aggregate liability of
          the Management Warrantors calculated in accordance with paragraph (a)
          above, divided amongst the Executives in proportion to their
          respective number of Sellers' Shares and Sellers' Option Shares sold
          to the Buyer pursuant to this Agreement.


<PAGE>

3    TIME LIMITS FOR MAKING CLAIMS

3.1  Subject to paragraph 5 below, all Claims shall be made in writing to the
     Sellers' Representatives (specifying particulars of the Claim in reasonable
     detail and the Buyer's estimate of the amount claimed) no later than:

     (a)  in the case of a Tax Claim or a Subsidiary Share Capital Claim, the
          fifth anniversary of the Completion Date;

     (b)  in the case of a Share Capital Claim, the fourth anniversary of the
          Completion Date;

     (c)  in the case of an IP Claim, the third anniversary of the Completion
          Date; and

     (d)  in the case of a Claim other than an IP Claim, a Share Capital Claim,
          a Subsidiary Share Capital Claim or a Tax Claim, the first anniversary
          of the Completion Date.

3.2  Subject to paragraph 5 below, the liability of any Warrantor in respect of
     any Claim shall cease absolutely unless within nine months (or twelve
     months in the case of a Tax Claim) of service of such notice legal
     proceedings in respect of such Claim have been properly issued and validly
     served on that Warrantor.

4    RIGHT TO REMEDY

     The Warrantors shall not be liable for any Claim if the alleged breach
     which is the subject of the Claim is capable of remedy and is remedied to
     the reasonable satisfaction of the Buyer by the Warrantors (or any of them
     or any other Seller) within 60 days of the date on which the notice in
     paragraph 3.1 above is received by the relevant Warrantors (and the Buyer
     agrees to use all reasonable endeavours to assist and to procure the
     assistance of the Companies in remedying such breach at the cost of the
     Warrantors).

5    CONTINGENT LIABILITIES

     No Claim may be made against the Warrantors based upon a liability which is
     contingent unless and until such contingent liability becomes an actual
     liability, provided that (a) the periods referred to in paragraphs 3.1(a),
     (b), (c) and (d) in which a Claim must be made shall in the case of any
     such contingent liability begin on the date when such contingent liability
     becomes an actual liability (rather than on the Completion Date) and (b)
     the period of nine and twelve months referred to in paragraph 3.2 shall in
     the case of any such contingent liability begin on the date when such
     contingent liability becomes an actual liability (rather than on the date
     of service of the notice of Claim.

6    THRESHOLD, DE MINIMIS AND OTHER MATTERS

6.1  The Buyer shall not bring a Claim against only one of the Warrantors
     without bringing the Claim against the other Warrantors. The Buyer
     undertakes to the Warrantors that it will enforce Claims that are Settled
     against each of the Warrantors (other than Year 1 Claims to the extent that
     payment in Settlement thereof is made from the Escrow Account) and will not
     seek to enforce such Claims against some and not all of the Warrantors. The
     Buyer further undertakes to the Warrantors that it will not directly or
     indirectly financially assist (with money or money's worth) or otherwise
     reimburse any Warrantor or any person connected with that Warrantor in
     respect of such Claim other than by way of any contribution towards that
     Warrantor's legal fees to the extent required by court order or as part of
     any Settlement of that Claim.

6.2  No liability shall attach to the Warrantors for Year 1 Claims unless the
     aggregate cumulative amount payable by the Warrantors for all those Year 1
     Claims exceeds US$4,000,000 (the "General Basket"), in which case the Buyer
     may recover all of such amount and not only the excess from the Warrantors.



<PAGE>

6.3  Save as provided in paragraph 6.6 of this Schedule, which shall apply to
     the exclusion of this paragraph 6.3, no liability shall attach to the
     Warrantors for Year 2 to 3 Claims or for Year 4 to 5 Claims unless the
     aggregate cumulative amount payable by the Warrantors exceeds US$10,000,000
     (the "Subsequent Basket") and in any such case the Buyer may recover all of
     such amount and not only the excess from the Warrantors, provided that the
     Buyer shall not be entitled to recover the first US$5,000,000 in respect of
     any such Claim.

6.4  Save in respect of Share Capital Claims and claims for breach of warranty
     under paragraph 5 of Part 2 of Schedule 5, the Warrantors shall not be
     liable for any Claim which does not exceed US$150,000 (a "De Minimis
     Claim") and no Claim which does not exceed US$150,000 shall count towards
     the Year 1 Basket or any Subsequent Basket. For this purpose any Claims
     arising out of the same incident or matter shall be regarded as one single
     Claim.

6.5  No liability shall attach to the Warrantors in respect of a Tax Claim made
     pursuant to paragraph 1.1.9 of Part 2 of Schedule 8 unless the aggregate
     cumulative amount of the Tax Liability exceeds US$5,000,000 in such case
     the Buyer may recover an amount equal to the whole of the Tax Liability and
     not only the excess from the Warrantors. Paragraphs 6.2, 6.3 and 6.4 shall
     not prevent liability attaching to the Warrantors in respect of Tax Claims
     made pursuant to paragraph 1.1.9 of Part 2 of Schedule 8.

6.6  For the purposes of calculating Claims towards the General Basket and/or
     any Subsequent Basket and/or any De Minimis Claim there shall be excluded
     from any Claim the amount of any costs, expenses and other liabilities
     (together with any VAT thereon) incurred or to be incurred by the Buyer's
     Group in connection with the making of any such Claim.

7    CHANGES IN LEGISLATION

     The Warrantors shall not be liable in respect of a Claim to the extent that
     such Claim would not have arisen but for, or to the extent that it is
     increased as a result of:

     (a)  the passing of, or a change in, a law, applicable rule or regulation,
          interpretation by the courts of the law or administrative practice of
          a government, governmental department, agency or regulatory body in
          any case occurring on or after the date of this Agreement;

     (b)  an increase in the Taxation rates or an imposition of Taxation in each
          case not actually or prospectively in force at the date of this
          Agreement; or

     (c)  the change by statute or by any regulatory or other body of any
          accounting policy or a change in the application of any accounting
          policy or estimation technique in the preparation of financial
          statements by the Buyer or any member of the Buyer's Group.

8    ACTS OF THE BUYER

     The Warrantors shall not be liable in respect of a Claim to the extent that
     such Claim is attributable to, or to the extent that it is increased as a
     result of:

     (a)  any act, omission, Transaction or arrangement carried out at the
          written request of or with the written approval of the Buyer or any
          member of the Buyer's Group in either case on or after Completion or
          (to the extent set out in the Disclosure Letter or Supplemental
          Disclosure Letter) before Completion and for these purposes, it is
          hereby acknowledged that the termination of the US 401K Plan is an act
          which has been requested in writing by the Buyer before Completion,
          and accordingly the Warrantors shall not be liable for any liability
          incurred by any member of the Buyer's Group arising directly or
          indirectly as a result of such termination;

     (b)  any act, omission, Transaction or arrangement carried out on or after
          Completion by or on behalf of the Buyer or on behalf of a member of
          the Buyer's Group or by or on behalf



<PAGE>

          of persons deriving title from the Buyer or a member of the Buyer's
          Group on or after Completion;

     (c)  any breach by the Buyer of any of its obligations under this Agreement
          or any obligations entered into pursuant thereto; or

     (d)  any reorganisation or change in ownership of any member of the Buyer's
          Group on or after Completion.

9    MITIGATION

     The Buyer shall comply with its common law obligations to mitigate any loss
     arising by reason of a breach of this Agreement.

10   RECOVERY FROM ANOTHER PERSON

10.1 PRIOR RECOVERY

     If and to the extent that the Buyer, or any member of the Buyer's Group,
     has recovered (whether by payment, discount, credit, relief or otherwise)
     from a third party an amount which reduces the losses suffered by the Buyer
     in respect of any Claim, such recovery (less any reasonable costs incurred
     in obtaining such recovery and less any Taxation attributable to the
     recovery after taking account of any tax relief available in respect of any
     matter giving rise to the relevant Claim) shall reduce or satisfy, as the
     case may be, such Claim.

10.2 SUBSEQUENT RECOVERY

     If the Warrantors pay an amount in respect of a Claim and the Buyer, or any
     member of the Buyer's Group, subsequently recovers (whether by payment,
     discount, credit, relief or otherwise) from a third party an amount which
     if it had been recovered prior to the payment by the Warrantors would have
     reduced or satisfied that Claim in accordance with paragraph 10.1, the
     Buyer shall procure that the relevant member of the Buyer's Group shall pay
     to the Warrantors an amount equal to the lesser of (i) the amount recovered
     from the third party less any reasonable costs and expenses incurred in
     obtaining such recovery and (ii) the amount previously paid by the
     Warrantors to the Buyer.

11   CONDUCT OF CLAIMS

11.1 THIRD PARTY CLAIMS

     If a member of the Buyer's Group becomes aware of any claim or putative
     claim against any Group Company or Buyer's Group by any third party (a
     "Third Party Claim") which does or is reasonably likely to give rise to a
     Claim, or an entitlement of any Group Company to recover (whether by
     payment, discount, credit, relief or otherwise) from a third party (a
     "Third Party Entitlement") which relates to the subject matter of any
     Claim:

     (a)  to the extent not notified under paragraph 3.1 the Buyer shall as soon
          as reasonably practicable give written notice of the Third Party Claim
          or Third Party Entitlement to the Sellers' Representatives and shall
          consult with them in respect of the Third Party Claim or Third Party
          Entitlement;

     (b)  the Buyer shall, and shall procure that each member of the Buyer's
          Group shall, ensure the following if and to the extent that it
          considers that by doing so it will not materially prejudice either the
          business and/or prospects of any member of the Group and/or any rights
          it may have against the Warrantors in respect of that Claim:

          (i)  not make any admission of liability, compromise or settlement of
               any Claim without the written consent of the Seller's
               Representatives;



<PAGE>

          (ii) at the written request of the Sellers' Representatives and at the
               cost of the Warrantors take such action or (at the Sellers'
               Representatives' option) permit the Sellers' Representatives to
               take such action as the Sellers' Representatives consider
               appropriate to avoid, dispute, resist, appeal, defend, compromise
               or settle the Third Party Claim or Third Party Entitlement
               (including, without limitation, make any counterclaims or other
               claims against third parties) and any related adjudication or
               proceedings, and to conduct matters relating thereto including
               negotiations or appeals, subject to the Buyer and/or the relevant
               member of the Buyer's Group being indemnified for all costs and
               expenses;

          (iii) provide to the Sellers' Representatives and their advisers
               reasonable access during normal working hours to premises and
               personnel and to relevant assets, documents and records within
               each member of the Buyer's Group's power or control for the
               purposes of investigating the matter or entitlement which
               allegedly gives rise to the Third Party Claim or Third Party
               Entitlement and/or defending the Third Party Claim or Third Party
               Entitlement subject to any duties of confidentiality owed to
               third parties; and

          (iv) permit the Sellers' Representatives (at the Warrantors' cost) to
               examine and take copies of the documents or records, and
               photograph the premises or assets, referred to in paragraph
               11.1(b)(iii) above subject to any duties of confidentiality owed
               to third parties; and

          (v)  from the date when it first becomes aware of a Third Party Claim
               or Third Party Entitlement, the Buyer shall use all reasonable
               endeavours to preserve, and shall ensure that each member of the
               Buyer's Group shall use all reasonable endeavours to preserve all
               documents, records, correspondence, accounts, electronically
               stored data and other information whatsoever relevant to a matter
               to the extent it believes that the same may give rise to a Third
               Party Claim or Third Party Entitlement.

12   ALLOWANCE, PROVISION OR RESERVE IN THE COMPLETION ACCOUNTS

12.1 No matter shall be subject to a Claim to the extent (and only up to the
     extent) that:

     (a)  allowance, provision or reserve in respect of such matter shall have
          been made in the Completion Accounts; or

     (b)  such matter has been included in calculating creditors or deducted in
          calculating debtors in the Completion Accounts.

12.2 No amount shall be included in the Completion Accounts that arises directly
     or indirectly in respect of the termination of the US401K Plan.

13   NO DOUBLE RECOVERY

13.1 The Buyer's Group shall not be entitled to recover from the Warrantors more
     than once for the same loss suffered.

13.2 None of the Sellers shall be liable under this Agreement to the extent that
     the liability arises or is extended or increased by virtue of the Buyer
     Parent performing obligations of the Buyer under this Agreement.

13.3 None of the Sellers shall be liable for a breach of Warranty in respect of
     the inaccuracy of the register of members and the list of Option Holders
     provided at the date of this Agreement (other than any such inaccuracy
     relating to any of the Sellers) to the extent that such inaccuracies are



<PAGE>

     corrected and identified in the list to be delivered on Completion pursuant
     to paragraph 1.1(r) of Part 1 of Schedule 3.]

14   INTELLECTUAL PROPERTY RIGHTS

14.1 Save pursuant to the Warranties contained in paragraph 17 of Part 2 of
     Schedule 5 or the Excluded Warranties, no Claim may be made to the extent
     that the Claim relates to or is in connection with any matter concerning
     Intellectual Property Rights.

14.2 For the purpose of clause 14.1, the Excluded Warranties shall be the
     Warranties contained in paragraph(s) 4.1, 4.2, 9.2, 10, 12 and 15.1 of Part
     2 of Schedule 5.(1)

15   NO RESCISSION

     Save for rights of termination expressly provided in this Agreement, each
     of the parties irrevocably and unconditionally waives any right it may have
     to rescind this Agreement.

16   TRANSFERABILITY OF RIGHTS

     Subject to clause 17.2, this Agreement shall be actionable only by the
     Buyer and its permitted assignees under clause 17.2 and no other party
     shall be entitled to make any Claim against the Warrantors.

17   TAX CLAIMS

17.1 Paragraphs 7, 8, 9, 10, 11 and 12 of this Schedule shall not apply to any
     Tax Claims.

17.2 Paragraph 6.2 to 6.4 and 6.6 of this Schedule shall not apply to any Tax
     Claims made pursuant to paragraph 1.1.9 of Part 2 of Schedule 8.

17.3 Paragraphs 6.2 to 6.6 of this Schedule shall not apply to any Tax Claims
     made pursuant to paragraphs 1.1.6, 1.1.7 or 1.1.8 of Part 2 of Schedule 8
     to the extent that the Tax Claim relates to Sellers' Shares or Options.
     However, the Warrantors shall not be liable in relation to any Tax Claim
     made pursuant to paragraphs 1.1.6, 1.1.7 or 1.1.8 of Part 2 of Schedule 8
     unless the total of such Tax Claims exceeds $150,000 in which case the
     Buyer may recover all of this amount (and not just the excess) from the
     Warrantors.

17.4 Paragraphs 6.2 to 6.6 of this Schedule shall not apply to a Tax Claim made
     pursuant to clause 8.11. However, the Warrantors shall not be liable in
     relation to any Tax Claim made pursuant to clause 8.11 unless such claim
     exceeds $150,000 in which case the Buyer may recover all of this amount
     (and not just the excess) from the Warrantors.

17.5 The Warrantors shall have no liability for any Claim which arises in
     consequence of the exercise of any Rollover Options, the sale of any shares
     acquired pursuant to the exercise of such Rollover Options and/or the sale
     of any Restricted Stock.

18   T-SOFT

     Where the subject matter of a Claim would entitle the Buyer to make
     recovery in respect of such matter pursuant to the agreements in respect of
     the acquisition of T Soft by the Company, then the Buyer shall seek
     recovery of such Claim, so far as it is able and while and to the extent
     only that it reasonably believes that it is commercially appropriate for it
     to do so, from the relevant counterparty to such agreements in priority to
     bringing a claim against the Warrantors, provided that the Buyer has the
     right under paragraph 3 of this Schedule 6 to give notice of that Claim to
     the Warrantors in which case the time periods in paragraph 3 of this
     Schedule 6 shall be suspended whilst the Buyer seeks recovery from the
     relevant counterparty.

----------
(1)  Ace IP team to confirm list.


<PAGE>

                                   SCHEDULE 7

                              PART 1: ESCROW FUNDS

1    DEFINITIONS AND INTERPRETATION

1.1  In this Schedule, except where a different interpretation is necessary in
     the context, the words and expressions set out below shall have the
     following meanings:

<TABLE>
<S>                            <C>
"Bank"                         To be agreed between the Buyer and the Sellers'
                               Representatives

"Claim"                        a claim for breach of any of the Warranties or
                               any of the warranties contained in Part 1 of
                               Schedule 5 or claim under the Tax Covenant, or
                               any claim for breach of the covenants under the
                               LPMPA given by each of the Sellers under clause 3
                               or any claim for payment under clause 8.9 or
                               12.10 and irrespective of the currency in which
                               it is made

"Claim Notice"                 a notice asserting a Claim in the form set out in
                               Appendix A to this Agreement

"Escrow Account"               a United States dollar interest-bearing account
                               opened at the Bank in the name of the Escrow
                               Agents or any account replacing that bank account
                               pursuant to the terms of the Escrow Instruction
                               Letter

"Escrow Agents"                Olswang of 90 High Holborn London WC1V 6XX and SJ
                               Berwin LLP of 10 Queen Street Place London EC4R
                               1BE, or in either case any replacement for that
                               firm from time to time appointed pursuant to the
                               terms of the Escrow Instruction Letter

"Escrow Amount"                US$38,500,000

"Escrow Claim"                 a Claim which is the subject of a Claim Notice

"Escrow Funds"                 at any time, the aggregate sum at that time
                               standing to the credit of the Escrow Account,
                               including all interest on that sum, but excluding
                               (i) any amounts which are permitted to be
                               deducted from that sum representing bank charges
                               in accordance with the Escrow Instruction Letter
                               and (ii) the aggregate amount in respect of which
                               Joint Transfer Instructions have been given
                               before that time pursuant to this Schedule to the
                               extent still standing to the credit of the Escrow
                               Account

"Escrow Instruction Letter"    the letter from the Buyer and the Sellers'
                               Representatives to the Escrow Agents in the
                               agreed form in relation to the operation of the
                               Escrow Account

"Exchange Rate"                with respect to a particular currency on a
                               particular date, the closing mid-point rate for
                               conversion of that currency into United States
                               dollars on that date or, if that date is not a
                               Business Day, the first Business Day after that
                               date, as set out in the London edition of the
                               Financial Times first published after that date
                               or first Business Day (as the case
</TABLE>



<PAGE>

<TABLE>
<S>                            <C>
                               may be)

"Joint Transfer Instruction"   a joint transfer instruction complying with the
                               requirements of the Escrow Instruction Letter

"Release Date"                 the first anniversary of the Completion Date or,
                               if such date is not a Business Day, the next
                               following Business Day

"Relevant Defendants"          in respect of any Claim, any of the Sellers
                               against whom that Claim is made

"Settled"                      in respect of any Claim including (without
                               limitation) any Escrow Claim, means:

                                    (i)  agreed in writing by the Relevant
                                         Defendants and the Buyer to be
                                         discontinued; or

                                    (ii) settled by written agreement between
                                         the Relevant Defendants and the Buyer,
                                         or the subject of an acknowledgement by
                                         the Relevant Defendants that they
                                         accept liability in respect of that
                                         Claim (including an acknowledgement of
                                         the quantum of the liability that they
                                         accept); or

                                    (iii) settled by the Buyer filing a notice
                                         of acceptance of a payment into court
                                         made by the Relevant Defendants under
                                         Part 36 of the Civil Procedure Rules
                                         1998 or by the Relevant Defendants
                                         filing a notice of acceptance of an
                                         offer made by the Buyer under Part 36
                                         of the Civil Procedure Rules 1998; or

                                    (iv) the subject of a judgment or order made
                                         by a court of competent jurisdiction
                                         (or, if a judgment or order is made by
                                         such a court for damages to be
                                         assessed, the subject of an assessment
                                         of those damages); or

                                    (v)  the subject of an order for costs being
                                         made or an interim or final costs
                                         certificate being issued by a court of
                                         competent jurisdiction in respect of
                                         that Claim; or

                                    (vi) the subject of an award of an
                                         arbitration tribunal, including an
                                         award for costs, but excluding a draft
                                         award; or

                                    (vii) (in the context of an Escrow Claim
                                         which is a claim for payment under
                                         clause 12.10) the Buyer being entitled
                                         to and requesting payment under that
                                         clause,

                               and "SETTLEMENT" shall be construed accordingly.
</TABLE>

1.2  For the purposes of this Schedule an Escrow Claim may be Settled more than
     once.

1.3  References in this Schedule to the amount of any Escrow Claim are to its
     amount as stated in the Claim Notice asserting that Escrow Claim, whether
     or not that amount is disputed by the Relevant



<PAGE>

     Defendants, provided that in the event that the amount so stated in the
     Claim Notice is denominated in a currency other than United States dollars
     it shall be regarded for the purposes of this Schedule as having been
     converted into United States dollars at the Exchange Rate.

1.4  References in this Schedule to a judgment, order, assessment or award are
     to a judgment, order, assessment or award in respect of which either no
     right of appeal lies or the time allowed for appeals has elapsed, ignoring
     any extensions of time which any court of competent jurisdiction or
     arbitration tribunal may be empowered to grant.

1.5  Without prejudice to the provisions of Schedule 6, nothing in this Schedule
     shall limit the amount of any Claim.

1.6  The terms of operation of the Completion Escrow Account shall follow the
     terms of Part 1 of this Schedule 7 or in such other manner as is agreed
     between the Buyer and the Sellers' Representatives.

2    CLAIMS ON THE ESCROW ACCOUNT

2.1  If the Buyer makes a Claim in accordance with paragraph 3.1 of Schedule 6
     before 5.30 pm on the Release Date, it shall as soon as reasonably
     practicable thereafter give a Claim Notice to the Warrantors (with a copy
     to the Sellers' Representatives) and to each of the Escrow Agents. Each
     Claim Notice shall be duly completed, dated with the date on which it is
     given and executed by the Buyer. No Claim Notice may be given by the Buyer
     in respect of any Claim made after 5.30pm on the Release Date or in respect
     of any De Minimis Claim as defined in paragraph 6.4 of Schedule 6.

2.2  The Buyer shall deliver to the Sellers' Representatives, together with the
     Claim Notice, an opinion from counsel confirming that the Claim in question
     has a reasonable chance of success or, in the case of a Tax Claim, a Tax
     Demand (as defined in Schedule 8).

3    RELEASE OF MONEY

3.1  The Sellers' Representatives and the Buyer shall promptly and jointly give
     a Joint Transfer Instruction to the Escrow Agent whenever an Escrow Claim
     is Settled, whether that Escrow Claim is Settled before or after the
     Release Date, instructing the Escrow Agents promptly to authorise the Bank
     to make the payment specified in that Joint Transfer Instruction. The
     amount to be inserted in the Joint Transfer Instruction by the Buyer and
     the Sellers' Representatives as the amount to be transferred pursuant to
     the Joint Transfer Instruction shall be the amount payable in accordance
     with the terms of the Settlement in question including any costs and
     interest that are payable as part of or by way of the Settlement.

3.2  If the Buyer serves no Claim Notices before 5.30 p.m. on the Release Date,
     or if the Buyer serves one or more Claim Notices before that time and, at
     that time, all Escrow Claims so made are Settled (and all payments which
     are required to be made to the Buyer in respect of any such Settlement from
     the Escrow Account have been made), then on or before the date falling 5
     Business Days after the Release Date, the Buyer and the Sellers'
     Representatives shall serve a Joint Instruction Notice on the Escrow Agents
     instructing the Escrow Agents promptly to authorise the Bank to pay:

     (a)  after first deducting a sum equal to any amount paid under or pursuant
          to the indemnities given by the Executives and/or the Management
          Shareholders (as appropriate) in clauses 8.8, 8.9, 8.11 and 8.12 of
          this Agreement (the "Indemnity Amount" which has not already been
          deducted pursuant to clause 12), the entire remaining Escrow Funds to
          the Sellers' Solicitors' Client Account on behalf of the Sellers
          collectively; and

     (b)  the Indemnity Amount to the Seller's Solicitors Client Account on
          behalf of the Executives




<PAGE>

3.3  If the Buyer serves one or more Claim Notices before 5.30 p.m. on the
     Release Date and, at that time, either (a) any Escrow Claim remains
     outstanding and is not Settled or (b) any Escrow Claim has been Settled and
     any payment required to be made to the Buyer pursuant to the Settlement has
     not been made, within 5 Business Days thereafter, the Buyer and the
     Sellers' Representatives shall serve a Joint Instruction Notice on the
     Escrow Agents instructing the Escrow Agents promptly to authorise the Bank
     to pay:

3.4  the entire Escrow Funds (if any) to the Sellers' Solicitors' Client Account
     on behalf of the Sellers less:

     (a)  the aggregate amount of all Escrow Claims which are not Settled at
          that time; and

     (b)  the aggregate amount of all sums payable at the time to the Buyer with
          respect to Escrow Claims that are Settled and have not been so paid,

     in each case together with all interest accrued from the Completion Date on
     that amount.

3.5  If at 5.30pm on the Release Date any Escrow Claim is not Settled, then
     promptly after the last such Escrow Claim has been Settled and payment is
     made to the Buyer in accordance with this Schedule in respect of that
     Escrow Claim, the Buyer and the Sellers' Representatives shall serve a
     Joint Instruction Notice on the Escrow Agents instructing the Escrow Agents
     promptly to authorise the Bank to pay the entire Escrow Funds (if any) to
     the Sellers' Solicitors' Client Account on behalf of the Sellers
     collectively.

3.6  Once given, any Joint Transfer Instruction shall be irrevocable (and the
     payment amount shall be conclusive) except with the written consent of the
     Sellers' Representatives and the Buyer.

4    GENERAL

4.1  For the purposes of this Schedule, any notice or determination given by the
     Bank of the amount of interest paid on any sum in the Escrow Account shall
     be conclusive and final and binding on the parties for all purposes.

4.2  Claim Notices shall be given in accordance with clause 25 of this
     Agreement.

4.3  Sums payable to the Buyer from the Escrow Account shall be paid to any bank
     account of which the Buyer shall have from time to time given details to
     the Escrow Agents and the Sellers' Representatives.



<PAGE>

                       PART 2: COMPLETION ESCROW ACCOUNT



<PAGE>

                                   SCHEDULE 8

                                       TAX

                   PART 1: TAX DEFINITIONS AND INTERPRETATION

1    TAX DEFINITIONS

     In this schedule the following words and expressions shall have the
     following meanings unless the context requires otherwise:

<TABLE>
<S>                   <C>
"Event"               any act, omission, arrangement, transaction or other event
                      whatsoever (including, without limitation, the entering
                      into this Agreement, Completion, the Company ceasing or
                      having ceased to be a member of any group or associated
                      with any other person for any Tax purpose, any change in
                      the residence of any person, the winding-up or dissolution
                      of any person, the death of any individual, the provision
                      of services to the Company by any person (including the
                      employment of any person by the Company or any person
                      holding an office of the Company) and the provision of
                      services or the supply of goods by the Company to any
                      person);

"ITEPA"               the Income Tax (Earnings and Pensions) Act 2003;

"ITTOIA"              the Income Tax (Trading and Other Income) Act 2005;

"PAYE"                means the assessment, charge, collection and recovery of
                      income tax in respect of PAYE income pursuant to ITEPA
                      (and previously by ICTA) and the PAYE regulations made
                      thereunder;

"Relief"              any loss, relief, exemption, allowance, deduction, credit
                      or set-off in respect of Tax or relevant to the
                      computation of Tax, or the computation of income, profits
                      or gains for Tax purposes, and any right to repayment of
                      Tax and:

                      (a)  any reference to the "use or set-off" of a Relief
                           shall be construed accordingly;

                      (b)  any reference to the "loss" of a Relief includes the
                           absence, non-existence, reduction or cancellation of
                           any such Relief or such Relief being wholly or partly
                           unavailable; and

                      (c)  any reference to a "right to repayment of Tax"
                           includes any right to repayment supplement or
</TABLE>



<PAGE>

<TABLE>
<S>                   <C>
                           interest or other similar payment in respect of Tax,

                      and cognate expressions shall be construed accordingly;

"SSCBA"               the Social Security Contributions and Benefits Act 1992;

"Tax" or "Taxation"   all forms of taxation, duties, rates, levies,
                      withholdings, deductions, liabilities to account, charges
                      and imposts imposed in the United Kingdom or elsewhere in
                      the world including but not limited to:

                      (a)  amounts that are required to be withheld from
                           payments and accounted for in respect of tax;

                      (b)  national insurance contributions and social security
                           payments;

                      (c)  amounts in respect of VAT;

                      (d)  stamp duty, stamp duty reserve tax and stamp duty
                           land tax;

                      (e)  all penalties, surcharges, fines and interest
                           relating to any of the above or to the making of, or
                           the failure to make, any return or payment or the
                           making of any incomplete or incorrect return or
                           insufficient payment in respect of any of the above;
                           and

                      (f)  any payment to a Tax Authority by way of settlement
                           or compromise of or in respect of any Tax Demand or
                           Tax Liability of the Company in respect of any of the
                           above;

"Tax Authority"       (a)  HM Revenue & Customs and any other authority, body or
                           official (whether in the United Kingdom or elsewhere)
                           competent at any time to assess, demand, impose,
                           administer or collect Tax or make any decision or
                           ruling on any matter relating to Tax;

"Tax Demand"          includes any notice, demand, assessment, letter or other
                      document issued or other action taken by or on behalf of
                      any person including a Tax Authority (or any return or
                      other document prepared or to be prepared by or on behalf
                      of the Company) indicating
</TABLE>



<PAGE>

<TABLE>
<S>                   <C>
                      that:

                      (a)  the Company or the Buyer has or may have a liability
                           to make a payment of or in respect of Tax; or

                      (b)  any Relief is, may be or has been (in whole or in
                           part) lost, set-off or used; or

                      (c)  any of the assets of the Company or the Shares are
                           subject to any charge or any power to raise an amount
                           of inheritance tax by sale or mortgage of, or a
                           terminable charge on, these assets or any part of
                           them resulting from or in consequence of any
                           liability to inheritance tax,

                      and in respect of which a Tax Claim may be made; and

"Tax Liability"       the meaning ascribed to it in paragraph 2.1 of this part
                      1.
</TABLE>

2    TAX INTERPRETATION

2.1  In this Schedule reference to a "Tax Liability" includes:

     2.1.1 a liability of the Company to make any actual payment or increased
          payment of or in respect of Tax (whether or not such liability is a
          primary liability and whether or not the person so liable has or may
          have any right of indemnity or reimbursement (statutory or otherwise)
          against any other person);

     2.1.2 the loss, use or set off of any Relief which has been taken into
          account in computing, or in obviating the need for, any provision for
          deferred tax in the Completion Accounts or which is reflected or shown
          as an asset in the Completion Accounts;

     2.1.3 the use or set off of any Relief which arises in respect of an Event
          occurring or period ending after Completion where the use or set off
          of that Relief has the effect of reducing or eliminating any Tax
          Liability of the Company which would otherwise have given rise to a
          Tax Claim for which the Warrantors would have been liable;

     2.1.4 any liability of the Company to make a payment for group relief or
          for the surrender of advance corporation tax or for a transferred tax
          refund or any refund of a payment for group relief or for the
          surrender of advance corporation tax or for a transferred tax refund;

     2.1.5 any liability of the Company to make a payment or repayment in
          respect of VAT to a member of a group (as described in section 43
          VATA) of which the Company was a member prior to Completion;

     2.1.6 any liability of the Company to make a payment or repayment in
          respect of corporation tax to a member of a group of companies in
          circumstances where arrangements exist with a Tax Authority pursuant
          to section 36 Finance Act 1998 (or non-UK equivalent) whereby one
          member of that group may discharge the liability of other members of
          that group to pay corporation tax; and


<PAGE>

     2.1.7 the enforcement or exercise of any mortgage or charge or power of
          sale over any of the Shares or over any assets of the Company in
          connection with the payment of any amount of inheritance tax,

     PROVIDED THAT:

     2.1.8 in any case falling within paragraphs 2.1.2 or 2.1.3, where the
          Relief lost, used or set off would have operated as a deduction from
          gross income, profits or gains, the Tax Liability shall be treated as
          being equal to the amount of the Relief multiplied by the rate of
          corporation tax payable by the Group Company having the Relief in
          force at the date of Completion (where the Relief has been lost) or at
          the date when the Relief is used or set off;

     2.1.9 in any other case falling within paragraphs 2.1.2 or 2.1.3, the Tax
          Liability shall be treated as being equal to the amount of the Relief
          lost, used or set off;

     2.1.10 in any case falling within paragraph 2.1.4., 2.1.5 or 2.1.6, the Tax
          Liability shall be treated as being equal to the amount of the payment
          required to be paid or repaid; and

     2.1.11 in any case falling within paragraph 2.1.7, the Tax Liability shall
          be treated as being equal to the amount of inheritance tax which is or
          is liable to be paid out of the proceeds of enforcement or exercise of
          the mortgage, charge or power of sale together with the amount of any
          reasonable costs or expenses incurred in connection with such
          enforcement or exercise which are liable to be paid out of those
          proceeds.

2.2  In interpreting and applying this Schedule:

     2.2.1 references to a part are references to one of parts 1 to 3 of this
          Schedule;

     2.2.2 references in this Schedule to the Company are to the Company and
          also (unless the context requires otherwise) to each other Group
          Company;

     2.2.3 any reference to any Event occurring or to anything being the case
          includes any Event which is deemed to occur and anything which is
          deemed to be the case for Tax purposes;

     2.2.4 any reference to an Event occurring on or before Completion includes
          a series or combination of Events one or more of which occur on or
          occurred before Completion provided that any such Event which occurs
          or occurred on or before Completion was outside the ordinary course of
          business of the relevant Group Company as carried on at the date of
          this Agreement and any such Event after Completion occurs either in
          the ordinary course of the Company's business as carried on at
          Completion, pursuant to a legal obligation entered into before
          Completion or as a consequence of any action taken by, on behalf of or
          at the direction of one or more of the Sellers;

     2.2.5 any reference to income, profits or gains earned, accrued or received
          or having arisen includes income, profits or gains deemed to be or
          treated as being earned, accrued or received or as having arisen for
          any Tax purposes;

     2.2.6 any reference to any form of Tax or Relief which exists in the United
          Kingdom includes a reference to any equivalent or substantially
          equivalent Tax or Relief in any other relevant country or Tax
          jurisdiction (whether or not a reference is specifically made to a
          non-UK Tax or Relief in any particular paragraph);

     2.2.7 any reference to an Event occurring "in the ordinary course of the
          Company's business" in this Schedule shall not include:



<PAGE>

          2.2.7.1 any transaction or arrangement or series of transactions or
               arrangements which relate to or involve the acquisition or
               disposal of an asset or the supply or receipt of services
               (including the lending of money, or the hiring or licensing of
               tangible or intangible property) which is not entered into on
               arm's length terms;

          2.2.7.2 any transaction or arrangement or series of transactions or
               arrangements which result in consideration received or paid or
               deemed to be received or paid being Taxed as capital rather than
               income;

          2.2.7.3 any transaction or arrangement or series of transactions or
               arrangements which relate to or involve any company becoming or
               ceasing to be treated as a member of a group of companies or as
               becoming or ceasing to be associated or connected with any other
               person for Tax purposes;

          2.2.7.4 anything which involves, or leads directly or indirectly to,
               the receipt by a Company of any Tax Demand in respect of any Tax
               Liability of, or properly attributable to, another person (other
               than another Company);

          2.2.7.5 anything which relates to or involves the making of a
               distribution for Tax purposes, the creation, cancellation or
               reorganisation of share or loan capital, the creation,
               cancellation or repayment of any intra-group debt; or

          2.2.7.6 any transaction or arrangement or series of transactions or
               arrangements which include any step or steps having no commercial
               or business purpose other than the reduction, avoidance or
               deferral of a Tax Liability;

          2.2.7.7 any Group Company becoming or ceasing to become resident in
               any jurisdiction for Tax purposes.

     2.2.8 any reference to the last date on which a payment of Tax can be made
          or to the last date on which the Company is liable to make an actual
          payment of Tax (and cognate expressions) shall be interpreted as
          meaning the last date on which a payment in respect of Tax can be made
          to the appropriate Tax Authority without incurring a liability
          (contingent or otherwise) to interest or a charge or penalty in
          respect of late payment of such Tax; and

     2.2.9 any reference to a period of time for appeal shall exclude any
          extension of time which may be granted by special arrangement (being
          an arrangement not based on a strict and detailed application of the
          relevant legislation) or only at the discretion of a Tax Authority,
          tribunal, court, appellate body or other competent authority.



<PAGE>

                              PART 2: TAX COVENANT

1    COVENANTS TO PAY

1.1  Subject as provided in this Schedule, the Warrantors covenant severally
     with the Buyer to pay to the Buyer an amount equal to any Tax Liability of
     the Company arising directly or indirectly in consequence of any of the
     following:

     1.1.1 any Event which occurred on or before Completion;

     1.1.2 any income, profits or gains earned, accrued, received or which arose
          on or before Completion;

     1.1.3 the Company being or becoming liable in consequence of the failure by
          any other company:

          1.1.3.1 which has at any time (whether before or after Completion)
               been a member of a group (as defined for any relevant Tax
               purposes) of which the Company has at any time prior to
               Completion been a member; or

          1.1.3.2 which is or has at any time (whether before or after
               Completion) been under the collective control of the Sellers or
               any person or persons that directly or indirectly controlled the
               Company prior to Completion; or

          1.1.3.3 with which the Company has otherwise been connected or
               associated at any time prior to Completion,

          to discharge Tax;

     1.1.4 the Company being or becoming liable in consequence of the failure by
          any person (in relation to any inheritance tax liability, whether such
          liability arises before or after Completion, which directly or
          indirectly relates to a transfer of value occurring on or prior to
          Completion) to discharge Tax;

     1.1.5 the Company being or becoming liable to make a payment of Tax in
          consequence of any person other than the Company, the Buyer or any
          person who controls, or is controlled by, the Buyer ("control" having
          the meaning ascribed to it in section 840 ICTA) making a payment after
          Completion (otherwise than where directed to do so by, or with the
          express written agreement of, the Buyer or the Company) to any person
          to the extent that, and in circumstances where, such payment can
          reasonably be taken to constitute remuneration for acts undertaken
          for, or service rendered to, the Company by any current or former
          officer or employee of the Company during any period ending on or
          prior to Completion;

     1.1.6 the grant, exercise, assignment, release, assumption, vesting,
          rollover or cancellation or any similar act or event effecting,
          before, on or after Completion of a right to acquire shares, where
          that right was obtained prior to Completion, save to the extent that
          such Tax Liability has already been withheld or deducted from payments
          made to any relevant individual (where and to the extent that there
          was an entitlement as against the relevant individual so to withhold
          or deduct);

     1.1.7 the operation of any section contained within Chapters 2 to 4
          (inclusive) of Part 7 of ITEPA (or non-UK equivalent) or otherwise the
          creation, amendment, release or waiver of any restriction on the right
          to acquire, transfer or dispose of securities or the entitlement to
          convert securities to those of a different type before, on or after
          Completion in respect of securities or an interest in securities which
          were acquired prior to Completion, save to the extent that such Tax
          Liability has already been withheld or



<PAGE>

          deducted from payments made to any relevant individual (where and to
          the extent that there was an entitlement as against the relevant
          individual so to withhold or deduct);

     1.1.8 the failure of any relevant person to make good amounts in respect of
          income Tax arising before, on or after Completion in the circumstances
          described in any of paragraphs 1.1.6, 1.1.7 or 1.2.1 of this part
          pursuant to the provisions of section 222 ITEPA or the combination of
          regulation 22 of the Social Security (Contributions) Regulations
          (2001/1004) and the SSCBA (or non-UK equivalent); or

     1.1.9 any Tax Liability of a Group Company arising as a consequence of:

          (a)  any amounts surrendered or purported to be surrendered as group
               relief by Cramer Systems Incorporated being disallowed or
               otherwise unavailable for surrender; or

          (b)  pursuant to section 185 of the Taxation of Chargeable Gains Act
               1992 or sections 130 to 132 of the Finance Act 1988 by reason of
               any Group Company ceasing to be treated as resident in the UK for
               Tax purposes during any of the 2003, 2004, 2005 or 2006 calendar
               years.

1.2  Subject as provided in this Schedule, the Warrantors covenant severally
     with the Buyer to pay to the Buyer an amount equal to:

     1.2.1 any Tax Liability of the Company or the Buyer arising directly or
          indirectly in consequence of any of the consideration for the sale of
          the Shares being subject to income tax (collected via PAYE) or any
          equivalent non-UK Tax (collected by a relevant payroll deduction or
          withholding mechanism) or national insurance contributions or any
          social security Taxes payable in any jurisdiction, save to the extent
          that such Tax Liability has already been withheld or deducted from
          payments made to any relevant individual (where and to the extent that
          there was an entitlement as against the relevant individual so to
          withhold or deduct);

     1.2.2 any stamp duty, stamp duty reserve tax or stamp duty land tax (or, in
          each case, any non-UK equivalent) paid by the Company after Completion
          in respect of any agreement, document or conveyance executed or
          entered into on or before Completion (other than any document executed
          in connection with the Agreement) where it is paid to establish the
          Company's title to any asset owned by the Company on or before
          Completion or to enable the Buyer or the Company to produce the
          relevant document in evidence in any civil proceedings before any
          court or tribunal in the United Kingdom.

     1.2.3 any Tax Liability of the Company arising directly or indirectly
          pursuant to or in relation to any of sections 83, 162, 280G or 409A of
          the US Internal Revenue Code in relation to any Event which occurred
          on or before Completion or the exercise, assignment, release,
          assumption, vesting, roll over, sale or any similar act or event
          affecting, after Completion, any Options or Y Shares.

1.3  Subject as provided in this Schedule, the Warrantors covenant severally
     with the Buyer to pay to the Buyer an amount equal to:

     (a)  any Tax Liability of the Company or the Buyer (where such Tax
          Liability relates to an amount of inheritance tax); or

     (b)  any depletion in or reduction in value of the assets or increase in
          the liabilities of the Company or the Buyer,

     arising as a result of any charge on any of the Shares or on any of the
     assets of the Company relating to unpaid inheritance tax or any power to
     raise an amount of inheritance tax by sale or



<PAGE>

     mortgage of, or terminable charge on, any of the Shares or any of the
     assets of the Company (or any part of them):

     (c)  where such charge or power exists at Completion; or

     (d)  where the liability in respect of inheritance tax is payable as a
          result of:

          (i)  the failure of any person to pay an amount in respect of
               inheritance tax; or

          (ii) the death of any person within seven years after a transfer of
               value (or a deemed transfer of value);

     PROVIDED THAT the transfer of value (or deemed transfer of value) to which
     the inheritance tax liability relates occurred on or prior to Completion.

1.4  Subject as provided in this Schedule, the Warrantors covenant severally
     with the Buyer to pay to the Buyer an amount equal to all costs and
     expenses reasonably and properly incurred or payable by the Buyer or the
     Company in connection with or in consequence of any successful Tax Claim.

2    GENERAL

2.1  In determining for the purposes of paragraph 1 of this part whether a
     charge on or power to sell, mortgage or charge any of the Shares or assets
     of the Company exists at any time and in determining the amount of the Tax
     Liability arising, the fact that any inheritance tax is not yet payable or
     may be paid by instalments shall be disregarded and such inheritance tax
     shall be treated as becoming due and a charge or power to sell, mortgage or
     charge as arising on the date of the transfer of value or other date or
     event on or in respect of which it becomes payable or arises.

2.2  The provisions of section 213 IHTA shall not apply to any payments falling
     to be made pursuant to a Tax Claim.

2.3  Any payment made by the Warrantors to the Buyer pursuant to this Schedule
     shall, so far as possible, be a reduction in or refund of the consideration
     payable or paid by the Buyer to the Warrantors pursuant to this Agreement
     to the extent permissible by law.

2.4  In respect of any accounting period of the Company which is current at
     Completion, it shall be assumed for the purposes of this Agreement that the
     Completion Date is the last day of that accounting period and the amount of
     any provision for Tax or any Relief relating to such period shall be
     calculated accordingly for the purposes of determining any liability of the
     Warrantors under this Agreement.



<PAGE>

      PART 3: MISCELLANEOUS, INCLUDING EXCLUSIONS AND LIMITATIONS, CONDUCT
                             OF CLAIMS AND PAYMENTS

1    CORRESPONDING BENEFIT

1.1  Where:

     1.1.1 a Tax Liability of the Company has been discharged and has resulted
          in a Relief for the Company which would not otherwise have arisen (a
          "Relevant Relief"); and

     1.1.2 the Warrantors have made a payment to the Buyer in respect of such
          Tax Liability under either the Tax Covenant or the Tax Warranties,

     upon the Company utilising the Relevant Relief, an amount equivalent to the
     lesser of:

     1.1.3 the amount of Tax which the Company would have been liable to pay but
          for the utilisation of the Relevant Relief (less an amount equal to
          any costs and expenses reasonably incurred by the Buyer or the Company
          in obtaining the Relevant Relief); and

     1.1.4 the amount paid by the Warrantors in respect of the Tax Liability
          giving rise to the Relevant Relief save to the extent that such amount
          constitutes a reimbursement of the costs and/or expenses reasonably
          and properly incurred by the Buyer or the Company in obtaining the
          payment from the Warrantors; and

     shall firstly be set off against any payment then due from the Warrantors
     pursuant to the Warranties or the Tax Covenant and secondly, to the extent
     that there is an excess, be refunded to the Warrantors.

1.2  For the purposes of paragraph 1.1, the Company shall not be regarded as
     utilising a Relevant Relief until the last date upon which both:

     1.2.1 the Company would have been obliged to make an actual payment of Tax
          (which it would otherwise have had to have paid but for the Relevant
          Relief) or, in the case of a Relevant Relief consisting of a right to
          repayment of Tax, the date on which the Company receives cleared funds
          in respect of such repayment; and

     1.2.2 no Tax Authority is able to argue that the Relevant Relief in
          question was not in fact available to be used.

1.3  Nothing in this paragraph 1 shall oblige the Company to utilise a Relevant
     Relief in priority to any other Relief then available to it or to maximise
     the amount of any Relevant Relief and the Company shall for the purposes of
     this paragraph be deemed to use all other Reliefs then available to it, as
     permitted by law, as though the Relevant Relief did not exist, in priority
     to the Relevant Relief in determining when the Relevant Relief is utilised
     but, subject to the above, the Company shall use its reasonable endeavours
     to utilise and maximise the Relevant Relief.

1.4  A payment pursuant to this paragraph 1 shall be made three Business Days
     before the date on which the Company would have been liable to make the
     payment of Tax but for the Relevant Relief.



<PAGE>

1.5  The Warrantors shall be entitled to require, and the Buyer shall procure,
     that the Company's auditors shall (at the Warrantors' cost) certify the
     amount of any payment due under this paragraph 1.

1.6  If and to the extent that a Group Company obtains and utilises corporation
     tax relief pursuant to Part 3 of Schedule 23 of the Finance Act 2003 in
     consequence of the exercise of any Option (a "Buffer Relief"), than an
     amount equal to the corporation tax saved as a result of the utilisation of
     a Buffer Relief, less an amount equal to any costs and expenses reasonably
     incurred by the Buyer or the Group Company in obtaining and utilising the
     Buffer Relief, shall be set off against any payment due from the Warrantors
     in respect of a Tax Claim made in the accounting period in which the Buffer
     Relief is utilised and for these purposes a Buffer Relief shall be utilised
     by the relevant Group Company in priority to any other relief available to
     it or any other member of the Buyer's group (including any other Group
     Company).

2.   THIRD PARTY RECOVERY

2.1  If the Warrantors have paid an amount to the Buyer in respect of a Tax
     Liability (pursuant either to the Tax Covenant or the Tax Warranties) and
     the Company or the Buyer has received a payment or obtained a
     reimbursement, refund, credit or set-off from any person (other than the
     Buyer, the Company or any officer or employee of the Company) in respect of
     the Tax Liability or has (whether by operation of law, contract or
     otherwise) a right of reimbursement or refund against any other person or
     persons (other than the Buyer or the Company) in respect of the Tax
     Liability, the Buyer shall:

     2.1.1 notify the Warrantors as soon as reasonably practicable; and

     2.1.2 in the case of a right of reimbursement or refund, if so requested in
          writing by the Warrantors and if the Warrantors indemnify and secure
          the Buyer, to the Buyer's reasonable satisfaction, against all
          reasonable and proper costs and expenses and any Tax Liability or
          additional Tax Liability of the Buyer or the Company arising (or which
          may arise) as a result of any action taken pursuant to this paragraph,
          procure that the Company shall take reasonable steps to enforce the
          right, keeping the Warrantors reasonably informed of any progress.

2.2  Where the Buyer or the Company receives an amount from a third party
     pursuant to paragraph 2.1, an amount equal to the lesser of:

     2.2.1 the amount paid by the Warrantors under this Schedule in respect of
          the Tax Liability in question save to the extent that such amount
          constitutes a reimbursement of the costs and/or expenses reasonably
          and properly incurred by the Buyer or the Company in obtaining such
          amount from the Warrantors; and

     2.2.2 the amount received by the Buyer or the Company from any third party
          pursuant to this paragraph less:

          2.2.2.1 any costs and/or expenses reasonably and properly incurred by
               the Buyer or Company in obtaining such amount from such third
               party; and

          2.2.2.2 any Tax which the Company or the Buyer reasonably anticipates
               will be payable in respect of such receipt (or any Tax which it
               is reasonably anticipated would



<PAGE>

               have been payable in respect thereof but for the availability of
               a Relief of the type described in paragraph 2.1.2 or 2.1.3 of
               part 1),

     shall firstly be set off against any payment then due from the Warrantors
     pursuant to the Warranties or the Tax Covenant and secondly, to the extent
     that there is an excess, be refunded to the Warrantors.

3.   GROSSING-UP OF PAYMENTS

3.1  Any amount payable by the Warrantors to the Buyer pursuant to a Tax Claim
     shall be paid free and clear of all deductions or withholdings whatsoever,
     save only as may be required by any applicable law.

3.2  If any deduction or withholding is required by law to be made from any
     amount payable pursuant to a Claim, the Warrantors shall be obliged to pay
     to the Buyer such increased amount as will, after the deduction or
     withholding has been made, leave the Buyer with the same amount as it would
     have been entitled to receive in the absence of any such requirement to
     make a deduction or withholding.

3.3  In the event that any amount paid to the Buyer pursuant to a Claim is or
     will be chargeable to Tax, the Warrantors shall be obliged to pay such
     increased amount as will, after payment of the Tax, leave the Buyer with
     the same amount that would otherwise have been payable if Tax had not been
     so chargeable and for these purposes an amount shall be regarded as
     chargeable to Tax in circumstances where it would have been so chargeable
     but for the use or set off of a Relief available to the Buyer PROVIDED that
     if at the time of payment (or any other relevant time) the Buyer is not
     resident in the United Kingdom the Warrantors shall be liable under this
     paragraph 3.3 for such amount as the Warrantors would have been liable for
     had the Buyer been resident in the United Kingdom.

4.   DUE DATE FOR PAYMENT

4.1  Where the Warrantors become liable to make any payment pursuant to a Tax
     Claim, the due date for the making of the payment shall be:

     4.1.1 where the payment relates to a liability of the Company to make an
          actual payment of Tax, the later of three Business Days prior to the
          last date on which that payment of Tax can be made and five Business
          Days after service of a notice on the Warrantors of their liability to
          make a payment;

     4.1.2 where the payment relates to the use or set off of a Relief, the
          later of three Business Days prior to the last date on which the
          Company would have been liable to make a payment of Tax but for such
          use or set off and five Business Days after service of notice on the
          Warrantors of their liability to make a payment by the Buyer;

     4.1.3 where the payment relates to the loss of a right to repayment of Tax,
          the later of the date on which that repayment would otherwise have
          become due and five Business Days after the service of notice on the
          Warrantors of their liability to make a payment;

     4.1.4 where the payment relates to the loss of a Relief (not being a right
          of repayment of Tax) the later of three Business Days before a payment
          of Tax is due from the Company which would



<PAGE>

          not have been due had that Relief not been lost and five Business Days
          after service of notice on the Warrantors of their liability to make a
          payment; and

     4.1.5 in any other case, the date falling five Business Days after the date
          of service of a notice on the Warrantors of their liability to make a
          payment.

5.   CONDUCT OF TAX DEMANDS

5.1  If any Tax Demand is received by or comes to the notice of the Buyer or the
     Company the Buyer shall, as soon as reasonably practicable, give or procure
     to be given to the Warrantors written notice of the Tax Demand PROVIDED
     THAT the giving of such notice shall not be a condition precedent to the
     liability of the Warrantors under this Schedule in respect of the Tax
     Demand. If any Tax Demand is received by or comes to the notice of the
     Warrantors, the Warrantors shall, as soon as reasonably practicable, give
     the Buyer written notice of the Tax Demand.

5.2  If so requested in writing by the Warrantors, and if the Warrantors
     indemnify the Buyer, to the Buyer's reasonable satisfaction, against the
     relevant Tax Liability, any additional Tax Liability (including interest
     and penalties in respect of Tax) and all reasonable costs and expenses
     which the Buyer or the Company may incur as a result of any action taken
     pursuant to this paragraph, the Warrantors shall be entitled to request
     that the Buyer takes, or procures that the Company shall take, such action
     as the Warrantors may reasonably direct to dispute, resist, appeal or
     compromise the Tax Liability PROVIDED THAT:

     5.2.1 the Buyer or the Company shall not be required to delegate the
          conduct of such action to the Warrantors or any agent or professional
          adviser of the Warrantors;

     5.2.2 the Buyer shall not be required to make or procure the making of a
          formal appeal to any tribunal, court, appellate body or judicial
          authority unless the Warrantors, at their own expense and after
          disclosure of all relevant information and documents, obtain and
          deliver to the Buyer an opinion from appropriate counsel, who has been
          approved for the purpose by the Buyer (such approval not to be
          unreasonably withheld or delayed) and who has specialised in relevant
          Tax matters for a minimum of ten years, that the appeal will, on the
          balance of probabilities, be successful;

     5.2.3 the Buyer shall keep the Warrantors informed as to the progress and
          consequences of such action and shall consult with the Warrantors as
          to any material action to be taken and shall take into account their
          reasonable comments;

     5.2.4 the Buyer shall not be required to make any settlement or compromise
          of the relevant Tax Liability which in its reasonable opinion is
          likely to affect materially any future Tax Liability of the Company or
          of the Buyer; and

     5.2.5 no material communication pertaining to the Tax Demand shall be sent
          to the relevant Tax Authority without having first been made available
          to the Warrantors for comments (any such comments to be provided to
          the Buyer within a reasonable time) and all such comments of the
          Warrantors as are reasonable shall be incorporated or rejected in the
          relevant communication.

5.3  If the Warrantors make the request and provide the indemnity referred to in
     paragraph 5.2, the Buyer shall procure that the Company shall, on
     reasonable prior notice from the Warrantors in


<PAGE>

     writing, provide the Warrantors with such information and assistance in
     connection with the affairs of the Company relevant to the Tax Liability
     which is in dispute as the Warrantors may reasonably request.

5.4  The Buyer or the Company shall, without reference to the Warrantors, be
     entitled to admit, compromise, settle, discharge or otherwise deal with a
     Tax Demand on such terms as it may, in its absolute discretion, think fit
     and without prejudice to any right or remedy under this Schedule or this
     Agreement:

     5.4.1 if the Warrantors have not made the request and provided the
          indemnity referred to in paragraph 5.2 by the earlier of the following
          dates:

          5.4.1.1 the date being ten Business Days after the date on which
               notice of the Tax Demand was given pursuant to paragraph 5.1 or
               notice of the Tax Demand came to the attention of the Warrantors;
               and

          5.4.1.2 the date being five Business Days prior to the last date on
               which an appeal may be made against the Tax Liability to which
               the Tax Demand relates PROVIDED THAT the Warrantors have had
               notice of the Tax Demand at least five Business Days prior to
               that date;

     5.4.2 if written notice is served on the Company or the Buyer by the
          Warrantors to the effect that they consider that the Tax Demand should
          no longer be resisted;

     5.4.3 if within the period of ten Business Days following the service of a
          written notice by the Buyer on the Warrantors requiring the Warrantors
          to clarify or explain the terms of any request made under paragraph
          5.2, no reasonably satisfactory written clarification or explanation
          is received by the Buyer within that period;

     5.4.4 upon the expiry of any period prescribed by applicable legislation
          for the making of an appeal against either the Tax Demand in question
          or the decision of any court or tribunal in respect of any such Tax
          Demand, as the case may be;

     5.4.5 if a Tax Authority alleges that while the Company was under the
          collective control of the Sellers there was any act or failure to act
          by the Company or any of the Sellers in connection with the Tax
          Liability which constitutes fraud.

6.   EXCLUSIONS AND LIMITATIONS

6.1  The Warrantors' liability in relation to any Tax Claim shall be limited as
     described (mutatis mutandis) in Schedule 6 (for the avoidance of doubt,
     other than to the extent specifically excluded by paragraph 16 of Schedule
     6).

6.2  The Warrantors shall not be liable in respect of any Tax Claim in respect
     of any Tax Liability to the extent that:

     6.2.1 provision or reserve for such Tax Liability (excluding any provision
          or reserve for deferred taxation) is included within the calculation
          of the Tax Amount forming part of Net Cash (as the calculation of Net
          Cash is final and binding on the parties for the purposes of this
          Agreement) and/or employer's national insurance contributions of up to
          L603,000 which




<PAGE>

          would otherwise be taken into account in the Working Capital Deficit
          Amount in the absence of the principle contained in the definition of
          Working Capital Deficit Amount that states that only amounts in excess
          of L603,000 should be included in the Working Capital Deficit Amount;
          or

     6.2.2 it arises or is increased as a result of any increase in the rates of
          Tax announced and coming into force with retrospective effect after
          the date of Completion; or

     6.2.3 it arises or is increased as a result of any imposition of new Tax or
          the introduction of or change in any legislation or applicable law or
          the change in the published practice of or concessions made by any Tax
          Authority announced and taking effect with retrospective effect after
          the date of Completion; or

     6.2.4 such liability arises or is increased by virtue of the failure or
          omission by the Company to make any claim, election, surrender or
          disclaimer or give any notice or consent to any other matter or do any
          other thing after Completion (otherwise than at the request of all of
          the Sellers), the making, giving or doing of which was taken into
          account or assumed in computing any provision or reserve for Tax in
          the Completion Accounts and where sufficient details of such claim,
          election, surrender, disclaimer, notice or consent are included in the
          Disclosure Letter with specific reference to this paragraph; or

     6.2.5 recovery has already been made in respect of the Tax Liability by the
          Buyer under the Tax Warranties, the Tax Covenant or any other
          provision of this Agreement:

     6.2.6 the Tax Liability arises or is increased as a result of any change in
          the accounting reference date of the Company after Completion or a
          voluntary change in the accounting policy or practice made after
          Completion, other than as necessary in order to comply with generally
          accepted accounting practice or as a result of a change in generally
          accepted accounting practice made after Completion with retrospective
          effect;

     6.2.7 it arises from a failure to make or insufficiency of an instalment
          payment of corporation tax where that failure or insufficiency arises
          as a result of the profits, income or gains of the Company after
          Completion proving to be greater in amount than the profits, income or
          gains than ought reasonably to have been expected at the date the
          relevant instalment payment was made; or

     6.2.8 the Tax Liability would not have arisen or been increased but for a
          voluntary act, omission, transaction or arrangement of the Buyer or
          any of the Companies carried out after Completion otherwise than in
          the ordinary course of business of the Companies and which the Buyer
          or any of the Companies knew or ought reasonably have known would give
          rise to such a Tax Liability save to the extent that such Tax
          Liability has reduced any other Tax Liability which would have formed
          the basis of a successful claim under this Schedule 8 and (unless and
          to the extent that the Tax Liability is thereby increased) save to the
          extent that the Tax Liability arises pursuant to paragraph 1.1.9(b) of
          Part 2 of Schedule 8; or

     6.2.9 the Tax Liability arises in connection with the Buyer's refusal to
          incorporate the Sellers' comments properly provided pursuant to clause
          7.2.1 or 7.4 save to the extent that the Tax Liability arises pursuant
          to paragraph 1.1.9(b) of Part 2 of Schedule 8 (unless and to the
          extent that the Tax Liability is thereby increased); or




<PAGE>

     6.2.10 it is a Tax Liability comprised in the Notified Withholding Amount.

7.   TAX RETURNS

7.1  It is hereby agreed that the Buyer shall at its cost be responsible for and
     have control of the following matters:

     7.1.1 the preparation of the corporation tax computations and returns of
          each Group Company for all accounting periods of the Group Companies
          ended on or before Completion;

     7.1.2 the submission of such computations and returns to the appropriate
          Tax Authority and all negotiations, correspondence and agreements with
          respect thereto;

     7.1.3 the preparation and submission of all such notices, claims and
          elections relating to corporation tax as the Buyer may reasonably deem
          appropriate be made by the Group Companies in connection with such
          computations or returns; and

     7.1.4 the notification to the Warrantors of the amounts of corporation tax
          payable in respect of such accounting periods.

7.2  The Buyer shall:

     7.2.1 at all times keep the Warrantors informed as to the state of any
          negotiations referred to at paragraph 7.1.2 above and shall ensure
          that no computations and/or returns are submitted and that no
          correspondence, pleading or other document (other than
          acknowledgements) is sent, transmitted, issued or in any way published
          in connection with the negotiations by the Buyer or its advisers
          without prior submission to the Warrantors and their professional
          advisers for their comments (such comments not to be unreasonably
          withheld or delayed, but in any event to be received by the Buyer
          within 10 Business Days) which comments the Buyer shall not
          unreasonably refuse to incorporate before sending, transmitting,
          issuing or publishing the same to the extent that such comments relate
          to matters which are reasonably likely to give rise to a Tax Claim
          except that the Buyer will not be obliged to incorporate such comments
          if the Buyer reasonably considers the effect of not doing so is
          reasonably likely to give rise to a Tax Claim which would be less than
          another Tax Claim which would or could result from incorporating such
          comments;

     7.2.2 on requiring a Group Company to sign or enter into any computation,
          claim, notice, election, return or other document, provide to the
          Warrantors such information in its possession or that of its agents as
          is reasonably necessary to enable the Warrantors to review the same;

     7.2.3 not be entitled to require a Group Company to make any claim or
          election which would result in a Tax Claim arising as a result of:

          7.2.3.1 any income, profit or gain accruing on a disposal by any
               company (other than any of the Group Companies) being treated as
               accruing in any of the Group Companies; or

          7.2.3.2 the consideration for the acquisition of, or of the interest
               in, any asset owned by any of the Group Companies being treated
               for Tax purposes as reduced; and

     7.2.4 seek to agree such computations and settle the Tax affairs of each
          Group Company for the accounting periods ended on or before Completion
          as soon as reasonably practicable.

7.3  The Warrantors shall give such assistance as may be reasonably required to
     enable the corporation tax computations and returns referred to in
     paragraph 7.1 to be prepared, authorised, signed and




<PAGE>

     submitted to the appropriate Tax Authority and to give to the Buyer, at no
     cost, such reasonable assistance as may be reasonably required to agree
     such computations and returns with the appropriate Tax Authority.

7.4  It is hereby agreed that the Buyer shall at its own cost be responsible for
     the preparation, submission and negotiation of the corporation tax
     computations and returns of each Group Company for the accounting period
     current at Completion (provided that the Buyer shall not require a Group
     Company to take the action set out in paragraph 7.2.3 above), and in
     relation to that accounting period, the Buyer shall at least 10 Business
     Days prior to submitting such computations and returns to the relevant Tax
     Authority, submit them (together with such information as is reasonably
     necessary to enable the Warrantors to review the same) to the Warrantors
     and their professional advisers for their comments (such comments not to be
     unreasonably withheld or delayed but in any event to be received by the
     Buyer within 10 Business Days), and the Buyer shall not unreasonably refuse
     to incorporate such comments before sending and transmitting such
     computations and returns to the extent that such comments relate to matters
     which is reasonably likely to give rise to a Tax Claim except that the
     Buyer will not be obliged to incorporate such comments if the Buyer
     reasonably considers the effect of not doing so is reasonably likely to
     give rise to a Tax Claim which would be less than another Tax Claim which
     would or could result from incorporating such comments.

8.   SELLERS' REPRESENTATIVES

     Each of the Warrantors authorises the Sellers' Representatives to act on
     their behalf in respect of Tax Claims on the terms of clauses 6.1 to 6.6
     inclusive, with such amendments as are necessary to refer to the provisions
     of the Tax Covenant, but for the avoidance of doubt, with full authority to
     receive and provide notice, consent, indemnity, to make and receive
     payments.



<PAGE>

                                   SCHEDULE 9

                                     OPTIONS

                            PART 1: UNVESTED OPTIONS




<PAGE>

                             PART 2: VESTED OPTIONS




<PAGE>

                            PART 3: UNVESTED Y SHARES




<PAGE>

                                   SCHEDULE 10




<PAGE>

                            INTENTIONALLY LEFT BLANK




<PAGE>

                                   SCHEDULE 11

                       PART 1: CALCULATION PRICE PER SHARE

1    For the purposes of this schedule, the "Total Sum" is equal to A plus B1
     plus B2 plus B3 plus B4 plus C minus D and cannot exceed $425,000,000
     (excluding B1)

     Where:

     A  = $422,500,000, a constant sum;

     B1 = the cash received by the Company (or deemed received by the Company
          in the case of cashless exercise), as at the relevant date when a
          calculation of the Total Sum is required for the purposes of this
          schedule, upon exercise of all Vested Options which are exercised in
          accordance with their terms which shall include any accelerated
          vesting of such Options as disclosed in the list of Options delivered
          to the Buyer pursuant to paragraph 1.1(k) of Part 1 of Schedule 3,
          converted into US$ at the Completion Exchange Rate;

     B2 = the number (as at the relevant date when a calculation of the Total
          Sum is required for the purposes of this schedule) of Shares which are
          the subject of Unvested Options in respect of which an election is
          made under an Option Instruction Form by the holders of those Options
          to cancel them in exchange for Rollover Options, multiplied by the
          exercise price of such Options, converted into US$ at the Completion
          Exchange Rate;

     B3 = the number (as at the relevant date when a calculation of the Total
          Sum is required for the purposes of this schedule) of Vested Y Shares
          which are or have been acquired by the Buyer for cash, multiplied by
          L0.66 and converted into US$ at the Completion Exchange Rate;

     B4 = the number (as at the relevant date when a calculation of the Total
          Sum is required for the purposes of this schedule) of Unvested Y
          Shares which the holders of such Y Shares have elected under a Y
          Shareholder Instruction Form to be exchanged for Restricted Stock,
          multiplied by L0.66 and converted into US$ at the Completion Exchange
          Rate;

     C  = the amount of the Net Cash Adjustment as determined pursuant to
          clause 12 of this Agreement;

     D  = the amount of UK employers' national insurance contributions which
          is not recovered (as at the relevant date when a calculation of the
          Total Sum is required for the purposes of this schedule) from
          employees on the exercise of those Options described in B1, plus the
          Transaction Costs, in each case converted into US$ at the Completion
          Exchange Rate.

2    The holders of the A Preferred Shares and the B Preferred Shares hereby
     confirm that the amount of the A Preference is L1,000,000 being the amount
     of the preference to which the A Preference Shares are entitled under
     Article 4.2.1(iv) of the Articles on a return of capital on a liquidation
     as at the Completion Date, and the amount of the B Preference is
     L17,290,269 being the amount of the preference to which the B Preference
     Shares are entitled under Article 4.2.1(iv) of the Articles on a return of
     capital on a liquidation as at the Completion Date.

3    The price of an A Preferred Share shall be:

     (a)  the amount of the A Preference divided by the number of A Preferred
          Shares in issue on the Drag-along Date; plus




<PAGE>

     (b)  the Price per Ordinary Share.

4    The price of a B Preferred Share shall be:

     (a)  the amount of the B Preference divided by the number of B Preferred
          Shares in issue on the Drag-along Date; plus

     (b)  the Price per Ordinary Share.

5    The Total Sum calculated in accordance with paragraph 1 above shall be used
     to calculate a price per share for the Preferred Shares, Ordinary Shares
     and the Y Shares as follows:

     (a)  from the Total Sum, there shall be deducted the amount of the A
          Preference and the amount of the B Preference, and the balance thereby
          obtained shall be the "Ordinary Equity Value";

     (b)  the Ordinary Equity Value shall be divided amongst the number of
          shares represented by the Fully Exploded Share Capital, and the result
          of that shall be the "Price per Ordinary Share";

     (c)  the Price per Ordinary Share shall be divided by 5 and the result of
          that shall be the "Price per Y Share"; and

     (d)  from the Price per Y Share there shall be deducted the sum of L0.66
          (converted into US$ at the Completion Exchange Rate) and the balance
          thereby obtained shall be the "Net Price per Y Share".

6    A calculation of the Total Sum and the corresponding Price per Preferred
     Share, Price per Ordinary Share and Price per Y Share shall be performed
     on:

     (a)  the Completion Date; and

     (b)  the date which is 3 Business Days after the Drag Along Date; and

     (c)  the date which is 3 Business Days after the calculation of the Net
          Cash Adjustment becoming final and binding on the parties in
          accordance with clause 12 of this Agreement,

     and in each case, the values of B1, B2, B3, B4, C and D shall be values of
     such items at the relevant calculation date, and the fully Exploded Share
     Capital shall be the entire issued share capital of the Company on a fully
     diluted basis (that is assuming the exercise of all rights to subscribe
     for, or to convert any security into, shares of any class in the Company,
     regardless of whether they are vested or unvested including shares arising
     from exercise of Options and shares that would have arisen from the
     Unvested Options which have been cancelled and exchanged for Rollover
     Options) and dividing the number of Y Shares by 5.

7    For illustrative purposes only, the following is a worked example of the
     calculation of the Total Sum, the Price per Ordinary Share, the Price per Y
     Share and the Net Price per Y Share:-

     Assuming that and for these purposes, an exchange rate of $1.83: L1.00:

     B1 = $8.8m, B2 = $3.0m, B3 = $1.0m, B4 = $3.6m, C = zero, and D = $10.1m,
     and the Fully Exploded Share Capital is 20.195m shares, then:

     Total Sum = A + B1 + B2 + B3 + B4 + C - D

               = $422.5m + $8.8m + $3.0m + $1.0m + $3.6m + zero - $10.1m

               = $428.8m

     Ordinary Equity Value = $428.8m - $1.83m - $31.67m




<PAGE>

                           = $395.3

                                $395.3m
     Price per Ordinary Share = ------- = $19.57
                                20.195m

                         $19.57
     Price per Y Share = ------ = $3.91
                            5

     Net Price per Y Share = $3.91 - L0.66 = $3.91 - $1.21 = $2.70

8    For the purposes of calculating the Total Sum, the Price per Ordinary
     Share, the Price per Y Share and the Net Price per Y Share:

     (a)  on the Completion Date, the following assumptions shall be made:

          C = zero, D = the amount of Transaction Costs set out on Appendix 2 or
          any other amount agreed for the purpose between the Buyer and the
          Sellers' Representatives.

          Fully Exploded Share Capital = the number of shares calculated by
          reference to the list delivered to the Buyer pursuant to paragraph
          1.1(k) of Part 1 of Schedule 3 assuming the exercise of all Options
          (vested or unvested) and the sale of all Y Shares (vested or
          unvested), including shares arising from exercise of Options and
          shares that would have arisen from the Unvested Options which have
          been cancelled and exchanged for Rollover Options, and dividing the
          number of Y Shares by 5

     (b)  on the date specified in paragraph 6(b), the following assumption
          shall be made:

          C = zero save that if the Net Cash Adjustment has been determined or
          agreed pursuant to clause 12 of this Agreement prior to such date then
          C shall be the amount of the Net Cash Adjustment; and

     (c)  on the date specified in paragraph 6(c), no assumptions shall be made
          and all amounts required to perform the calculations shall be
          ascertained unless the actual amount of the Transaction Costs is
          greater or less than the amount agreed between the Buyer and the
          Sellers' Representatives prior to the Completion Date. If this is the
          case, the actual amount of the Transaction Costs shall be used when
          performing the calculation at this date.

9    The Sellers' Representatives shall deliver on or prior to the True Up Date
     a certificate confirming the amount of the actual Transaction Costs and the
     extent to which they are greater or less than the amount agreed between the
     Buyer and the Sellers' Representatives prior to the Completion Date.

10   The Buyer shall not be obliged to cause the issue of Restricted Stock to
     more than 99 holders of Unvested Y Shares in the United Kingdom, the 99
     holders being the 99 individuals in the United Kingdom holding the largest
     numbers of Unvested Y Shares, and the UK Y Shareholder Letter shall for the
     purposes of clause 24 be sent only to those holders of Y Shares in the
     United Kingdom, with the UK Y Shareholder Cash Letter being sent to all
     other holders of Unvested Y Shares in the United Kingdom (a "Cash Unvested
     Y Shareholder"). A holder of Unvested Y Shares other than a Cash Unvested Y
     Shareholder is referred to in this Schedule as a Restricted Stock Unvested
     Y Shareholder.

11   On Day 40, the Buyer shall cause the Buyer Parent to satisfy the
     cancellation of all Unvested Options in respect of which an Option
     Instruction Form has been received in exchange for Rollover Options,
     regardless of whether or not an Option Instruction Form electing for such
     an exchange is received on or prior to the Completion Date or following the
     Completion Date and on or before Day 40.




<PAGE>

12   On Day 40, the Buyer shall cause the Buyer Parent to issue Restricted Stock
     to Restricted Stock Unvested Y Shareholders in respect of whose Unvested Y
     Shares a Y Shareholder Instruction Form has been received, regardless of
     whether or not such Y Shareholder Instruction Form is received on or prior
     to the Completion Date or following the Completion Date and on or before
     Day 40.

13   Following Day 40, the Buyer shall pay cash to Cash Unvested Y Shareholders
     in accordance with this Schedule 11 in respect of whose Unvested Y Shares a
     Y Shareholder Instruction Form has been received, regardless of whether or
     not such Y Shareholder Instruction Form is received on or prior to the
     Completion Date or following the Completion Date and on or before Day 40.

14   Where there is any deduction to be made, which is in any currency other
     than US dollars, then such amount shall be converted into US dollars at the
     Completion Exchange Rate.

15   In the event that the holders of the Unvested Options which are EMI Options
     cease to retain EMI tax favoured status in respect of their Rollover
     Option, then the parties hereby agree that in calculating the number of
     Rollover Options which are to be exchanged for Unvested Options which are
     EMI Options, the exchange ratio shall be adjusted such that the Unvested
     Options which are EMI Options enjoy an aggregate premium of up to
     $1,000,000 in calculating the number of shares to be granted under those
     Rollover Options.



<PAGE>

                      PART 2: SETTLEMENT ON COMPLETION DATE

There shall be deducted from the amounts paid to Shareholders other than Y
Shareholders in respect of Unvested Y Shares pursuant to this Part 2 of Schedule
11 all amounts of Taxation, including without limitation income tax, employee
and employer national insurance contributions or other social security
contributions, which arise in connection with the Option exercises, sale of
shares or the exchange of Unvested Options for Rollover Options and which is
listed against the relevant Shareholder's or Option Holder's name in the list to
be delivered to the Buyer pursuant to paragraph 1.1(k)(iv) or (viii) or (ix) of
Part 1 of Schedule 3.

     Selling Shareholders (other than Sellers of Y Shares)

1    In respect of those shares for which a duly executed stock transfer form
     has been delivered to the Buyer on or prior to the Completion Date, the
     Buyer shall on the Completion Date pay in cash to each such transferring
     Shareholder the Price per Preferred Share or (as the case may be) Price per
     Ordinary Share calculated in accordance with Part 1 of this Schedule 11,
     multiplied by the number of shares comprised in such stock transfer
     form(s), less such Shareholder's proportion of the Escrow Amount and such
     Shareholder's proportion of the Completion Escrow Account.

2    On the Completion Date, such a Shareholder's proportion of each of the
                                                        A
     Escrow Amount and the Completion Escrow Amount is ---, where:
                                                        B

     A  = the number of shares comprised within the stock transfer form(s)
          executed by such Shareholder

     B  = the total number of shares in the capital of the Company acquired by
          the Buyer on the Completion Date, but excluding for these purposes,
          55.5% of the Unvested Y Shares acquired by the Buyer on the Completion
          Date and all of the Unvested Options exchanged for Rollover Options,
          and for the avoidance of doubt, treating 5 Y Shares as constituting 1
          Share

     Shares arising by virtue of exercise of Vested Options

3    In respect of those shares for which an Optionholder Instruction Letter and
     a duly executed stock transfer form have been delivered to the Buyer on or
     prior to the Completion Date, the Buyer shall on the Completion Date pay in
     cash to such transferring Shareholder the Price per Ordinary Share
     calculated in accordance with Part 1 of this Schedule 11, multiplied by the
     number of shares comprised in such stock transfer form(s), less:

     (a)  unless paid by the Option Holder, the exercise price payable in
          respect of those shares pursuant to the exercise of the relevant
          Vested Option; and

     (b)  any income tax and employee national insurance or other employee
          social security contributions arising as a result of the exercise of
          the relevant Vested Option as notified within the Notified Withholding
          Amount; and

     (c)  any employers' NIC which such shareholder is required to bear the cost
          of and which arises upon the exercise of such Vested Option as
          notified within the Notified Withholding Amount; and

     (d)  such Shareholder's proportion of the Escrow Amount and such
          Shareholder's proportion of the Completion Escrow Account calculated
          as in paragraph 2 above.

     Holders of Vested Y Shares

4    In respect of those Vested Y Shares for which a duly executed stock
     transfer form has been delivered to the Buyer on or prior to the Completion
     Date, the Buyer shall on the Completion Date



<PAGE>

     pay in cash to such transferring Shareholder the Price per Y Share
     calculated in accordance with Part 1 of this Schedule 11, multiplied by the
     number of Vested Y Shares comprised in such stock transfer form(s), less

     (a)  L0.66 (converted into US$ at the Completion Exchange Rate) x the
          number of Vested Y Shares comprised in such stock transfer form(s);
          and

     (b)  such Shareholder's proportion of the Escrow Amount and such
          Shareholder's proportion of the Completion Escrow Account calculated
          as in paragraph 2 above.

     Partial Acceleration of Unvested Shares

5    The parties agree that as regards the Unvested Y Shares the subject of Y
     Shareholder Instruction Forms, 44.5% of the Unvested Y Shares the subject
     of such Instructions Forms shall be regarded as Vested Y Shares and the
     Buyer shall satisfy the amount due in respect of those Unvested Y Shares in
     cash in accordance with paragraph 4 above and the balance shall be treated
     in accordance with paragraph 5 of Part 3.



<PAGE>

                          PART 3: SETTLEMENT ON DAY 40

There shall be deducted from the amounts paid to Shareholders and holders of
Unvested Options pursuant to this Part 3 of Schedule 11 all amounts of Taxation,
including without limitation income tax, employee and employer national
insurance contributions or other social security contributions, which arise in
connection with the Option exercises, sale of shares or the exchange of Unvested
Options for Rollover Options and which is listed against the relevant
Shareholder's or Option Holder's name in the list to be delivered to the Buyer
pursuant to paragraph 1.1(k)(iv) or (viii) or (ix) of Part 1 of Schedule 3.

1    On the date specified in paragraph 6(b) of Part 1 of this Schedule ("Day
     40"), the calculations described in paragraph 6 of Part 1 above shall be
     performed. References to a Day 40 Price per Share shall be a to Price per
     Preferred Share calculated as at Day 40 in accordance with Part 1 of this
     Schedule 11, Price per Ordinary Share calculated as at Day 40 in accordance
     with Part 1 of this Schedule 11 or Price per Y Share calculated as at Day
     40 in accordance with Part 1 of this Schedule 11 as the case may be.

     Selling Shareholders (other than Sellers of Y Shares)

2    Those Shareholders who have delivered to the Buyer duly executed stock
     transfer forms in the period starting after Completion and ending on Day 40
     shall receive from the Buyer in cash on Day 40 the Price per Ordinary Share
     calculated as at Day 40 in accordance with Part 1 of this Schedule 11
     multiplied by the number of shares comprised in such stock transfer forms,
     less:

      A                                       A
     --- multiplied by the Escrow Amount and --- multiplied by the Completion
      B                                       B
     Escrow Amount, where

     A  = the number of shares comprised within the stock transfer form(s)
          executed by such Shareholder

     B  = the total number of shares in the capital of the Company acquired by
          the Buyer as at Day 40, including all Dragged Shares so acquired, but
          excluding for these purposes, 55.5% of the Unvested Y Shares acquired
          by the Buyer as at Day 40 and all of the Unvested Options exchanged
          for Rollover Options, and for the avoidance of doubt, treating 5 Y
          Shares as constituting 1 Share

     Shares arising by virtue of exercise of Vested Options

3    In respect of those shares for which an Optionholder Instruction Letter and
     a duly executed stock transfer form have been delivered to the Buyer in the
     period starting after Completion and ending on Day 40, the Buyer shall on
     Day 40 pay in cash to such transferring Shareholder the Price per Ordinary
     Share calculated in accordance with Part 1 of this Schedule 11, multiplied
     by the number of shares comprised in such stock transfer form(s), less:

     (a)  Unless paid by the Option Holder, the exercise price payable in
          respect of those shares pursuant to the exercise of the relevant
          Vested Option; and

     (b)  any income tax and employee national insurance or other employee
          social security contributions arising as a result of the exercise of
          the relevant Vested Option as notified within the Notified Withholding
          Amount; and

     (c)  any employers' NIC which such shareholder is required to bear the cost
          of and which arises upon the exercise of such Option as notified
          within the Notified Withholding Amount; and

              A
     (d)  B (---) multiplied by each of the Escrow Amount and the Completion
              B
          Escrow Amount calculated as per paragraph 2 of this Part 3 of
          Schedule 11



<PAGE>

     Holders of Vested Y Shares

4    In respect of those Vested Y Shares for which a duly executed stock
     transfer form has been delivered to the Buyer in the period starting after
     Completion and ending on Day 40, the Buyer shall pay on Day 40 in cash to
     such transferring Shareholder the Price per Y Share calculated in
     accordance with Part 1 of this Schedule 11, multiplied by the number of
     Vested Y Shares comprised in such stock transfer form(s), less:

     (a)  L0.66 (converted into US$ at the Completion Exchange Rate) x the
          number of Vested Y Shares comprised in such stock transfer form(s);
          and

           A
     (b)  --- multiplied by each of the Escrow Amount and the Completion Escrow
           B
          Amount calculated as per paragraph 2 of this Part 3 of Schedule 11

     Holders of Unvested Y Shares

5    In respect of those Unvested Y Shares for which a Y Shareholder Instruction
     Form duly electing to exchange such shares for Restricted Stock and for
     which a duly executed stock transfer form have been delivered to the Buyer
     by a Restricted Stock Unvested Y Shareholder by no later than Day 40, the
     Buyer shall on Day 40 satisfy the amount due in respect of such exchange by
     causing the issue by Buyer Parent of such number of Restricted Stock
     (rounding down in the case of any entitlement to a fractional number), on
     the terms applying to the Unvested Y Shares before the exchange, including
     the relevant provisions of the Articles, as applied by the Buyer as shall
     have a value (calculated in accordance with paragraph 6 below) equal to the
     number of Unvested Y Shares transferred multiplied by the Price per Y Share
     less L0.66 (converted into US$ at the Completion Exchange Rate) x the
     number of Unvested Y Shares exchanged.

     In respect of those Unvested Y Shares for which a Y Shareholder Instruction
     Form duly electing to sell such shares for cash and for which a duly
     executed stock transfer form has been delivered to the Buyer by a Cash
     Unvested Y Shareholder by no later than Day 40, the Buyer shall following
     Day 40 pay to such transferring Shareholder the Price per Y Share
     calculated in accordance with Part 1 of this Schedule 11, multiplied by the
     number of Unvested Y Shares comprised in such stock transfer form(s), less
     L0.66 (converted into US$ at the Completion Exchange Rate) x the number of
     Unvested Y Shares comprised in such stock transfer form(s). Such cash
     payment shall be made in instalments on the dates on which the Unvested Y
     Shares in question would have vested but for their sale to the Buyer, with
     each instalment being a proportion of the aggregate cash amount equal to
     the proportion of the Unvested Y Shares in question that would have vested
     on the date in question but for their sale to the Buyer; the Cash Unvested
     Y Shareholder's right to any payment shall be subject to the terms applying
     to the Unvested Y Shares before the exchange, including the relevant
     provisions of the Articles, as applied by the Buyer.

     Restricted Stock Value

6    The value attributable to the Restricted Stock shall be the average of the
     closing trading price of the Buyer Parent's ordinary shares of L0.01 par
     value over the ten consecutive trading days ending with the trading day
     that is five trading days prior to the Completion Date as quoted on the New
     York Stock Exchange.

     Holders of Unvested Options

7    In respect of those Unvested Options for which an Option Instruction Form
     electing to exchange such Unvested Options for Rollover Options has been
     delivered to the Buyer by no later than Day 40, the number of shares the
     subject of Rollover Options to which such holder of Unvested Options is
     entitled shall be equal to W/X

     where W is equal to the Price per Ordinary Share multiplied by the number
     of shares in the Company which would have arisen upon exercise of the
     Unvested Option in full,



<PAGE>

     and where X is equal to the value calculated in accordance with paragraph 6
     above

     rounding down in the case of any entitlement to a fractional number of
     Rollover Options, and the exercise price per share comprised within those
     Rollover Options shall be equal to Y/Z

     where Y is equal to the aggregate exercise price that would have been
     payable had such Unvested Options been exercised, converted into US$ using
     the Completion Exchange Rate

     and where Z is equal to the number determined by the application of the
     formula W/X set out above.

     The Buyer shall on Day 40 satisfy this entitlement by causing such number
     of Rollover Options to be granted by Buyer Parent at such an exercise price
     per share.

     Shareholders who sold Shares on Completion

8    All of those persons who on Completion sold shares or shares arising from
     exercise of Vested Options shall be entitled to receive from the Buyer on
     Day 40 an amount in cash equal to the difference between the amount they
     would have received on Completion had their entitlement been calculated at
     such date at a Price per Share equal to the Day 40 Price per Share as
     opposed to the Price per Share on the Completion Date plus, their
     proportion of the amounts withheld from persons who sold shares between
     Completion and Day 40 in respect of the Escrow Amount. Their proportion
     being the amount that they contributed to the Escrow Account divided by the
     Escrow Amount and their proportion of the amount they contributed to the
     Completion Escrow Account divided by the Completion Escrow Amount.



<PAGE>

                     PART 4: SETTLEMENT ON THE TRUE UP DATE

1    In circumstances where the Net Cash Adjustment has not become final and
     binding on the parties in accordance with clause 12 of this Agreement prior
     to Day 40, on the date which is 3 Business Days after the calculation of
     the Net Cash Adjustment becoming final and binding on the parties in
     accordance with clause 12 of this Agreement, (the "True up Date"), the
     calculations described in paragraph 6(c) of Part 1 of this Schedule shall
     be performed in order to ascertain the Price per Preferred Share, Price per
     Ordinary Share and Price per Y Share as at the True up Date (in each case a
     "True up Date Price per Share").

2    If the Price per Preferred Share, Price per Ordinary Share and Price per Y
     Share as at the True up Date is greater than the applicable Day 40 Price
     per Share, then the Buyer shall on the True up Date:

     (a)  pay in cash to the persons who have transferred shares (other than
          Unvested Y Shares) to the Buyer pursuant to this Agreement, a
          Shareholder Instruction Form, an Option Instruction Form, the Articles
          or the new Articles but including shares arising from the exercise of
          Vested Options an amount equal to the difference between the True up
          Date Price per Share and the Day 40 Price per Share multiplied by the
          number of shares so transferred to the Buyer; and

     (b)  persons who sold Unvested Y Shares shall as regards their Unvested Y
          Shares be treated in accordance with paragraph 2(a) above as to 44.5%
          of their Unvested Y Shares.



<PAGE>

          PART 5: ENTITLEMENTS TO SUMS RELEASED FROM THE ESCROW ACCOUNT

In circumstances where the monies standing to the credit of the Escrow Account
are being released to the Sellers, then subject to the provisions of paragraph
3.2 of Schedule 7, the following provisions shall apply:

(a)  such money shall belong to those Shareholders (and in relation to holders
     of Unvested Y Shares only as to 44.5% of their Unvested Y Shares) who have
     sold their shares to the Buyer pursuant to this Agreement, a Shareholder
     Instruction Form, an Optionholder Instruction Form, the Articles or the New
     Articles, including shares deriving from the exercise of Vested Options and
     who have accordingly contributed to the Escrow Account;

(b)  those Shareholders shall be entitled to that money in the proportions to
     which each such Shareholder has contributed to the Escrow Account.



<PAGE>

                                   Appendix B

                                TRANSACTION COSTS



<PAGE>

                                    EXECUTION

Executed as a deed by BROADVIEW BCPSBS FUND LP acting by
BROADVIEW BCPSBS, its manager, acting by:


/s/ Steven D. Brooks
-------------------------------------
[signature of first director]

Steven D. Brooks
[print name of first director]
Director


Executed as a deed by BCP AFFILIATES FUND LLC acting by
BCP CAPITAL MANAGEMENT LLC, its manager, acting by:


/s/ Steven D. Brooks
-------------------------------------
[signature of first director]

Steven D. Brooks
[print name of first director]
Director

Executed as a deed by BCP CAPITAL LP acting by
BCP GENERAL LLC, its general partner, acting by:


/s/ Steven D. Brooks
-------------------------------------
[signature of first director]

Steven D. Brooks
[print name of first director]
Director



<PAGE>

Executed as a deed by BCP CAPITAL QPF LP acting by
BCP GENERAL LLC, its general partner, acting by:


/s/ Steven D. Brooks
-------------------------------------
[signature of first director]

Steven D. Brooks
[print name of first director]
Director

Executed as a deed by KENNET 1 LP acting by
KENNET CAPITAL MANAGEMENT (JERSEY) LTD,
its manager, acting by:


/s/ Michael George Best                 and   /s/ L. Renault
-------------------------------------         ----------------------------------
[signature of first director]                 [signature of second director
                                              or secretary]

Michael George Best                           L. Renault
[print name of first director]                [print name of second director or
Director                                      secretary]
                                              Alternate Director

Executed as a deed by HARBOURVEST INTERNATIONAL PRIVATE EQUITY PARTNERS IV -
DIRECT FUND LP acting by HIPEP IV - DIRECT ASSOCIATES LLC, its general partner,
acting by HARBOURVEST PARTNERS LLC, its manager, acting by:


/s/ Edward W. Kane
-------------------------------------
[signature of first director]

Edward W. Kane
[print name of first director]
Senior Managing Director



<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
JONATHAN CRATON
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]


Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor



<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
DONALD GIBSON
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor



<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
DAVID EMBLETON
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor



<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
MARK FARMER
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor



<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
JEREMY CROOK
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor



<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
GUY DUBOIS
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor



<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
BRIAN BUGGY
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
DAVE ETTLE
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
STEVE HURN
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
DAVID RICE-JONES
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
FRANCIS HAYSOM
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
ROBERT CURRAN
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
DALE THOMAS
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
-------------------------------------
[signature]

As Attorney for
KELLY CONNERY
in the presence of:


/s/ Gaunor Duton
-------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

-------------------------------------

-------------------------------------

-------------------------------------

Occupation
Solicitor



<PAGE>

Signed as a deed by:


/s/ David Embleton
--------------------------------------
[signature]


As Attorney for
NELSON VEIGA
in the presence of:


/s/ Gaunor Duton
--------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

--------------------------------------

--------------------------------------

--------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
--------------------------------------
[signature]


As Attorney for
TODD FRYBURGER
in the presence of:


/s/ Gaunor Duton
--------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

--------------------------------------

--------------------------------------

--------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
--------------------------------------
[signature]


As Attorney for
STEVE MILLER
in the presence of:


/s/ Gaunor Duton
--------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

--------------------------------------

--------------------------------------

--------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
--------------------------------------
[signature]


As Attorney for
MIKE SHELTON
in the presence of:


/s/ Gaunor Duton
--------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

--------------------------------------

--------------------------------------

--------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
--------------------------------------
[signature]


As Attorney for
PETER HURST
in the presence of:


/s/ Gaunor Duton
--------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

--------------------------------------

--------------------------------------

--------------------------------------

Occupation
Solicitor




<PAGE>

Signed as a deed by:


/s/ David Embleton
--------------------------------------
[signature]


As Attorney for
MURRAY CREIGHTON
in the presence of:


/s/ Gaunor Duton
--------------------------------------
[signature of witness]

Gaunor Duton
[print name of witness]

Address

--------------------------------------

--------------------------------------

--------------------------------------

Occupation
Solicitor


Executed as a deed by AMDOCS LIMITED acting by:


/s/ Thomas O'Brien
--------------------------------------
[signature]

Thomas O'Brien
Authorised signatory




<PAGE>

Executed as a deed by AMDOCS ASTRUM LIMITED acting by:


/s/ Shane Carolan
--------------------------------------
[signature]

Shane Carolan
Authorised signatory




<PAGE>

Signed as a deed by:

/s/ David Embleton
--------------------------------------
[signature]

As Attorney for
--------------------------------------
JONATHAN MCKAY
in the presence of:

/s/ Dinah Hancock
--------------------------------------
[signature of witness]

Dinah Hancock
--------------------------------------
[print name of witness]

Address

--------------------------------------

--------------------------------------

--------------------------------------

Occupation

P.A.
--------------------------------------


</TEXT>
</DOCUMENT>
