1.

DEFINITIONS AND INTERPRETATION

3

2.

SALE OF SHARES

13

3.

COMPLETION AND CONDITIONS

14

4.

WARRANTIES AND INDEMNITIES

20

5.

TERMINATION

23

6.

REMEDIES

23

7.

WORKING CAPITAL STATEMENTS.

34

8.

MISCELLANEOUS PROVISIONS

36

FIRST SCHEDULE THE COMPANY AND THE VENDORS

42

SECOND SCHEDULE SUBSIDIARIES

44

THIRD SCHEDULE DIRECTORS

45

FOURTH SCHEDULE WARRANTIES

46

(1)

Those listed as Vendors in Column 1 of the Table in the First Schedule (the “Vendors”) and

(2)

Measurement Specialties, Inc., a corporation organised under the laws of the State of New Jersey, with its principal place of business in Hampton, Virginia   (the “Purchaser”).

A.

BetaTHERM Group Ltd. (the “Company”) is a company whose particulars are set out in the First Schedule .

B.

The Vendors are the legal and beneficial owners of the Company’s entire issued and outstanding share capital (the “Shares”). At the date hereof the Vendors are the legal and beneficial owners of the numbers and classes of shares in the capital of the Company set out against each Vendors’ name in Column 3 of the Table in the First Schedule .

C.

The Vendors have agreed to sell and the Purchaser has agreed to purchase the Shares on the terms and conditions in this Agreement.

1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, unless the context otherwise requires:

(a)

the sale of the Shares by Vendors to Purchaser;

(b)

the execution, delivery, and performance of the Vendor Releases and Employment Agreements;

(c)

the performance by Purchaser and Vendors of their respective covenants and obligations under this Agreement; and

(d)

Purchaser’s acquisition of the Shares;

(i)

the existence, cleanup and/or remedy of contamination on property;

(ii)

the emission or discharge of Hazardous Substances into the Environment;

(iii)

the Release, use, generation, transport, treatment, storage, disposal, removal or recovery or management of Hazardous Substances, including building materials; or

(iv)

the level of Hazardous Substances in any workplace;

(a)

nation, state, county, city, town, village, district, or other jurisdiction of any nature;

(b)

federal, state, local, municipal, foreign, or other govern-ment;

(c)

governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); or

(d)

body exercising, or entitled to exercise, any administra-tive, executive, judicial, legislative, police, regulatory, or Taxation Authority or power of any nature;

(a)

such individual is actually aware of such fact or other matter; or

(b)

a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation of each Management Vendor and each director of each Acquired Company concerning the existence of such fact or other matter;

(a)

such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; and

(b)

such action is similar in nature and magnitude to actions customarily taken by such Person;

(a)

each other member of such individual’s Family;

(b)

any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family;

(c)

any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

(d)

any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor, or trustee (or in a similar capacity);

(a)

any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under com-mon control with such specified Person;

(b)

any Person that holds a Material Interest in such specified Person;

(c)

each Person that serves as a director, officer, partner, executor, or trustee of such specified Person (or in a similar capacity);

(d)

any Person in which such specified Person holds a Material Interest;

(e)

any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and

(f)

any Related Person of any individual described in clause (b) or (c);

1.2

The Schedules referred to in this Agreement form an integral part of this Agreement, are incorporated herein by reference and reference to this Agreement includes reference to them.

1.3

Headings are inserted for convenience only and do not affect the construction of this Agreement.

1.4

All references in this Agreement to costs, charges or expenses include any value added tax or similar tax charged or chargeable in respect of this Agreement.

1.5

Unless the context otherwise requires:

words importing the singular include the plural and vice versa, words importing the masculine include the feminine, and words importing persons include corporations;

where something is defined in the singular, the plural of the defined term will be taken to mean two or more of those things which fall within the definition; and where something is defined in the plural or collectively, the singular of the defined term will be taken to mean any one of those things which fall within the definition;

reference to writing or similar expressions includes transmission by telecopier or electronic means;

references to Acts, statutory instruments and other legislation are to legislation operative in Ireland and to such legislation amended, extended or re-enacted (whether before or after the date of this Agreement), except to the extent that such amendment, extension or re-enactment creates or increases the liability of any Vendor or Acquired Company, and any subordinate legislation made under that legislation, and includes equivalent laws in any other jurisdiction; and

reference to any document includes that document as amended or supplemented, whether before or after the date of this Agreement.

The expression “agreed form” means in relation to any document, such document in the terms agreed between the parties thereto and hereto and for the purposes of identification signed by or on behalf of each of the parties hereto.

2.

SALE OF SHARES

2.1

Each Vendor shall sell as legal and beneficial owner and the Purchaser shall purchase, free from all liens, charges and encumbrances, the number of each class of Shares listed opposite that Vendors name in Column 3 of the table in the First Schedule . Each holder of Vendor Loan Notes shall novate such Loan Notes pursuant to the Deed of Novation.

2.2

The Shares will be sold and the Vendor Loan Notes novated at an aggregate price of US$36,741,065   (the “Purchase Price”), subject to adjustment as provided below in this Clause 2.2. The Purchase Price shall be payable by Purchaser as follows:

$33,741,065 shall be paid to the Vendors. The foregoing payment shall be made on the Completion Date by wire transfer of immediately available funds to the account designated by the Vendors (the “ Completion Date Purchase Price Payment ”);

$1,000,000, in the aggregate, shall be paid to the Management Vendors in the form of the Consideration Shares. The Consideration Shares shall be issued promptly following the Completion Date (but in no event shall the Consideration Shares be issued more than fourteen (14) days after the Completion Date), and will be restricted shares as a result of their issuance in accordance with Regulation S or Regulation D of the Securities Act;

On the Deferred Payment Date, the Purchaser shall pay one million, six hundred forty eight thousand, five hundred thirty two Euro( € 1,648,532 (the “Deferred Purchase Price”); less (i) any Reconciled Amount (ii) the amount of any Purchaser Pre-Estimate in respect of any Claim which has not yet been Reconciled or in respect of which an Estimated Claim Amount has not yet been determined or agreed pursuant to Clause 6.25 and (iii) the amount of any Estimated Claim Amount in respect of any Claim which has not been Reconciled on the Deferred Payment Date;

On the Deferred Payment Date, the Purchaser shall pay the amounts specified in subclauses (ii) and (iii) of Clause 2.2.3 into the Escrow Account to be held in accordance with the provisions of the Escrow Agreement;

All Purchase Price payments required under this Clause 2.2 shall be made by wire transfer of immediately available funds on the applicable payment date to the Vendor’s Solicitors or the Escrow Account, as the case may be, and the receipt of which by the Vendor’s Solicitors or the bank in which the Escrow Account resides, as the case may be, shall be in complete discharge of the Purchaser’s obligation with respect thereto. Reduction of the Deferred Purchase Price payable as provided in this Clause and in Clause 6.1 and payment of amounts held under the Escrow Agreement in accordance with the terms thereof, shall be Purchasers sole recourse for Claims, and no other set-off of the Deferred Purchase Price shall be made by Purchaser.

3.

COMPLETION AND CONDITIONS

3.1

Completion:

Completion shall take place on 3 ^rd April, 2006 (the “Completion Date”), at the offices of the Vendors’ Solicitors. For financial, accounting and tax purposes, the Closing shall be deemed to have occurred as of 12:01 a.m. on April 1, 2006 (“Effective Time”);

The Vendors and the Purchaser shall use their Best Efforts to ensure that the conditions in Clause 3.3 are fulfilled on the Completion Date. All deliverables specified in Clause 3.3 and all conditions specified in Clause 3.4 shall be deemed waived when the Purchaser confirms in writing that Completion has taken place.

3.2

Non-fulfilment of conditions:

3.3

Conditions:  

Material Adverse Change

No Claims Regarding Share Ownership or Sale Proceeds

3.3.2.1

is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any shares of, or any of the voting, equity, or ownership interest in, any of the Acquired Companies; or

3.3.2.2

is entitled to all or any portion of the Purchase Price payable for the Shares.

Delivery of Documentation

3.3.3.1

Execution and delivery of the Vendor Releases by each of the Vendors;

3.3.3.2

Execution and delivery of the Escrow Agreement by all parties thereto; and

3.3.3.3

Execution and delivery of the Employment Agreements by each of the parties required to execute a Employment Agreement.

3.4

Vendors’ obligations at Completion:  

Deliver or procure the delivery of to the Purchaser:

transfers of the Shares duly executed by the registered holders in favour of the Purchaser or as he may direct together with the related share certificates or, in the case of any lost share certificate, an indemnity in appropriate terms; and

any waivers or consents necessary to enable the Purchaser or his nominees to be registered as holders of the Shares;

cause any persons nominated by the Purchaser to be validly appointed as additional directors of the Acquired Companies, and then cause the Directors to retire from office;

cause the Company to change its registered office to such office as may be designated by the Purchaser at or prior to Completion.

deliver to the Purchaser for himself and as agent for the Company:

insofar as they are not in the custody of the Company and the Subsidiaries and unless held as security by a bank, the title deeds of the Properties;

all the Company’s and the Subsidiary’s statutory and other books, certificates of incorporation and common seals; and

insofar as they are not in the custody of the Company and the Subsidiaries, all the Company’s and the Subsidiary’s financial and accounting books and records (including all bank mandates, credit cards and cheque books).

Exercise all voting rights and other powers of control which they have in relation to the Company to make sure that the required shareholders and directors resolutions are passed.

Deliver to the Purchaser:

3.4.7.1

This Agreement duly executed by each of the Vendors.

The Disclosure Letter duly executed by each of the Vendors.

The Tax Deed duly executed by each of the Vendors.

A Vendor Release duly executed by each Vendor.

An Employment Agreement duly executed by each key employee of the Company required to execute an Employment Agreement as detailed in the First Schedule .

Evidence that all registered charges created by the Company have been discharged or letters to the Purchaser from all relevant bankers or holders of security confirming that the fixed and floating charges created in their favour by the Company have not crystallised and will not as a result of Completion crystallise.

The Deed of Novation executed by the holders of the Vendors Loan Notes.

3.5

Purchaser’s obligations at Completion:

pay the Purchase Price to the Vendors as follows:

deliver cash in the amount of the Completion Date Purchase Price Payment to Vendors’ Solicitors by wire transfer or in such other manner as may be agreed in writing between the Vendors’ Solicitors and the Purchaser’s Solicitors, for further distribution to the Vendors in amounts agreed to among the Vendors;

deliver the Consideration Shares to the Management Vendors. Such Consideration Shares will be distributed promptly following Completion to each of the Management Vendors pursuant to Clause 2.2.2. The Consideration Shares shall be issued at the Market Value;

All of the Consideration Shares issued to the Management Vendors pursuant to this Agreement cannot be sold until after the first anniversary of the Completion Date and the certificate in respect of the Consideration Shares will bear a restrictive legend in substantially the following form:  

Each Management Vendor (a) understands that the shares of Purchaser’s common stock constituting a portion of the Purchase Price being delivered to such Management Vendor have not been, and will not be, registered under the Securities Act or under any state securities laws, and are being offered and sold in reliance upon Regulation S under the Securities Act, Regulation D under the Securities Act or another applicable exemption from the registration requirements of the Securities Act, (b) agrees to resell or transfer such shares only in accordance with the provisions of Regulation S (Rules 901 through 905 under the Securities Act, ant the Preliminary Notes to such Rules), pursuant to registration under the Securities Act or pursuant to an available exemption from such registration, (c) agrees not to engage in hedging transactions with regard to such shares unless in compliance with the Securities Act, and (d) each (other than Herbert Holmstedt) certifies that he, she or it is not a US person, as defined in Rule 902(k) under the Securities Act, and is not acquiring shares for the account or benefit of any US person, as so defined.

The Purchaser shall not register any transfer of the Consideration Shares by any of the Management Vendors unless such transfer is made in accordance with Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

3.6

Covenants of Purchaser:

Approvals by Governmental Bodies . As promptly as practicable after the date of this Agreement, Purchaser will, and will cause each of its Related Persons to, make all filings required by Legal Requirements to be made by them to consummate the Contemplated Transactions. Between the date of this Agreement and the Completion Date, Purchaser will cooperate with Vendors with respect to all filings that Vendors are required by Legal Requirements to make in connection with the Contemplated Transactions, and (ii) cooperate with Vendors in obtaining all consents identified in Part 4.2 of the Disclosure Letter; provided that this Agreement will not require Purchaser to dispose of or make any change in any portion of its business or to incur any other burden to obtain a Governmental Authorisation.

3.7

Noncompetition of Management Vendors:

As an inducement for the Purchaser to enter into this Agreement and as additional consideration for the consideration paid to the Vendors, each Management Vendor agrees that for a period of three (3) years after the Closing:

Remedies. If a Management Vendor breaches the covenants set forth in Clause 3.8, the Purchaser will be entitled to the following remedies:

4.

WARRANTIES AND INDEMNITIES:

4.1

Vendors’ Warranties; Indemnification:

any Breach of any representation or warranty made by the Vendors in the Fourth Schedule attached hereto subject to any exceptions fairly and accurately disclosed in the Disclosure Letter;

the amount of the Acquired Companies Debt in excess of $3,739,378; and

the amount of any Vendor’s Transaction Costs which are paid or payable by an Acquired Company.

4.2

Warranties by Purchaser:  

the statements contained in each of Clauses 4.2, 4.3, 4.4 and 4.5 respectively are at the date hereof true and not misleading and further that they will have been complied with in all respects, as if they have been entered into afresh at Completion and if, after the signing of this Agreement and before Completion, any matter arises which results or may result in such statements becoming untrue or misleading, the Purchaser shall immediately notify the Vendors fully in writing prior to Completion;

the Purchaser is duly incorporated, validly existing and in good standing under the laws of New Jersey. Each of the Purchaser and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the failure to be so qualified or licensed would have a material adverse effect on the business, assets, financial commissions or results of operations of Purchaser and its subsidiaries, taken as a whole;

the Purchaser has power and authority to enter into this Agreement and the Ancillary Agreements;

the execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Purchaser and no further action is required on the part of Purchaser to authorize this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby;

the execution, delivery and performance of the terms of this Agreement and the Ancillary Agreements by the Purchaser do not infringe upon any provisions of:

in acquiring the Shares, the Purchaser is acting as principal and not as agent or broker for any other person;

4.3

SEC Filings; Financial Statements ; Consideration Shares

Each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission (“ SEC ”) after March 31 ^st , 2005 including any amendments thereto (the “ Purchaser SEC Reports ”), which are all the forms, reports and documents required to be filed by Company with the SEC after March 31 ^st , 2005, (X) were prepared in accordance with, and complied in all material respects with, the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Reports and were filed on a timely basis and (Y) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Purchaser’s subsidiaries is required to file any reports or other documents with the SEC.

Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Purchaser SEC Reports, including any Purchaser SEC Reports filed after the date hereof until Completion, other than the consolidated financial statements of the Acquired Companies or the pro forma financial information derived therefrom, as to which the Purchaser makes no representations or warranties (X) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (Y) was prepared in accordance with United States generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, for the absence footnotes as permitted by Form 10-Q of the Exchange Act) and (Z) fairly presents the consolidated financial position of Purchaser and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year-end adjustments.

the Purchaser warrants that the Consideration Shares issued as consideration in accordance with the provisions of this Agreement, shall have been duly and validly authorised, issued and delivered by the Purchaser free from all encumbrances (save for any lock up, vesting, escrow or other arrangements contemplated by this Agreement) and shall have been issued in Compliance with US securities laws and will be fully paid for and not subject to any call, pre-emptive or similar rights and shall rank pari passu in all respects with the existing common stock of the Purchaser;

4.4

Absence of Certain Changes or Events .  

Since 1 January, 2006, there has not been, occurred or arisen any event or condition which has had a material adverse effect on the business, assets (including intangible assets), financial conditions or results of operations of Purchaser and its subsidiaries, taken as a whole.

5.

TERMINATION

6.

REMEDIES

6.1

Set Off

The Deferred Purchase Price shall be reduced in accordance with Clause 2 of this Agreement. The Purchaser’s sole remedy in respect of any Claim (other than a Claim pursuant to Clauses 4.1.2, or 4.1.3) shall be the reduction of the Deferred Purchase Price or payment pursuant to the Escrow Agreement. If the Purchaser wishes to bring a Claim it shall give written notice to Vendors in accordance with Clause 6.2.1.1 specifying in reasonable detail the basis for the Claim (“Claim Notice”). Notwithstanding the foregoing, if Vendors Representative (on behalf of Vendors) notifies Purchaser (and, if applicable, the Escrow Agent) within 30 days of receipt of a Claim Notice that Vendors disagree with the Claim, the parties agree to cooperate to try and reach a resolution of the dispute, and if they cannot do so the Purchaser may commence litigation to resolve the dispute. If Vendors Representative (on behalf of Vendors) does not so notify Purchaser (and, if applicable, the Escrow Agent) within said 30-day period, such Claim and the amount set out in the relevant Claim Notice shall be deemed to be “agreed” for the purposes of Clause 6.22 and the Deferred Purchase Price shall, in accordance with Clause 2.2.3, be reduced by the amount set out in the Claim Notice (or, following the Deferred Payment Date, the amount set out in the Claim Notice shall be paid to Purchaser pursuant to the Escrow Agreement) and any such reduction or payment shall be made in full and final settlement of the Claim

6.2

Limitations:

Unless:

Time: N otice of it is given in writing within eighteen (18) months following Completion setting out details of the event or circumstances giving rise to the Claim, the legal grounds on which the Claim is based and the total amount of the liability.

Maximum Amount:

Other than for any Claim pursuant to Clauses 4.1.2 , or 4.1.3, the maximum aggregate liability of the Vendors for all Claims shall be the Deferred Purchase Price. Any such liability (other than for a Claim pursuant to Clauses 4.1.2, or 4.1.3) may only be satisfied by reduction of the Deferred Purchase Price or out of the amount held pursuant to the Escrow Agreement. Accordingly (other than for a Claim pursuant to Clauses 4.1.2, or 4.1.3) no recourse shall be had in the settlement thereof to any other assets of the Vendors.

6.3

Further limitations:

Nothing in this agreement will be deemed to relieve the Purchaser from any common law or other duty to mitigate any loss or damage incurred by him;

Subject to clause 8.11.2, no Person other than the Purchaser or the Vendors will be entitled to make a Claim or other claim under this Agreement, neither will the amount of the Claim be calculated by reference to loss or damage suffered by any Person other than the Purchaser or the Vendors;

If any circumstances giving rise to a Claim arise, the Purchaser shall give written notice to the Vendors Representative and, via the Vendors Representative, keep the Vendors fully informed of all material developments;

The Vendors will not be liable in respect of any Claim to the extent that it arises or is increased or extended as a result of any event occurring with retrospective effect, a change in the law or in any regulation, requirement or code of conduct of any relevant agency or regulatory body or any parliamentary statement, or statement by the Revenue Commissioners concerning any change in revenue practice.

6.4

Recovery from Third Parties:

If at any time the Purchaser or any Acquired Company is entitled to recover from insurers or any other third parties whether by payment, discount, credit, relief or otherwise howsoever (in this clause called a “Third Party Claim”) in relation to any matter giving rise to a Claim the Purchaser shall:

Notify the Vendors as soon as reasonably practicable and provide such information and assistance as the Vendors may require relating to the entitlement and the action taken or proposed to be taken by the Purchaser or the Acquired Company;

Take (at the expense of the Vendors) such reasonable steps or proceedings as the Vendors may require, and act in accordance with any requirements of the Vendors, subject to the Purchaser being indemnified by the Vendors against all reasonable costs and expenses incurred in that connection; and

Keep the Vendors informed of the progress of any such steps, proceedings or actions and the amount of the relevant Claim against the Vendors will be reduced to the extent of any amount recovered or of which advantage is otherwise obtained or, if payment has already been made by the Vendors, the Purchaser shall make a refund as appropriate.

Steps taken by Vendors to cause the Purchaser or an Acquired Company to pursue, or co-operate in pursuit of, a Third Party Claim will not be taken as an admission of the relating Claim or that the Vendors are liable in any particular amount or at all.

6.5

Co-operation .

The Purchaser shall allow, and shall cause the Acquired Companies to allow, the Vendors and their professional advisers to investigate any matter or circumstance alleged to give rise to a Claim.

For that purpose, the Purchaser shall give and shall cause the Acquired Companies to give, at Vendors sole expense, all reasonable assistance requested on reasonable notice by the Vendors or their accountants, solicitors or other professional advisers, including reasonable access to and copies of any relevant documents or information in the possession of the Purchaser or the Acquired Companies.

The provision of co-operation under this clause, or the request for co-operation, will not be taken as prejudicing the rights of any party with regard to the validity or extent of any Claim.

6.6

Third Party Claims/Notice to Warranting Party .

6.7

[Intentionally Blank]

6.8

Survival of Representations and Warranties .

6.9

Exclusivity of Remedies .

6.10

Insured Claims .

6.11

Treatment of Claim Payments .

6.12

Confirmation by Purchaser

6.13

Disclosure Letter

6.14

Limits on Liability

6.15

Issues of Proceedings

6.16

Reduction in Liability

if and to the extent that allowance, provision or reserve for or in respect of the liability or other matter giving rise to such claim has been made in the Financial Statements or Interim Balance Sheet or such liability or matter was specifically referred to in the notes to the Financial Statements or Interim Balance Sheet;

if and to the extent that such claim is attributable to or would not have arisen or would have been reduced or eliminated but for any voluntary act, omission, transaction or arrangement carried out after Completion by the Purchaser, any Acquired Company and/or any subsidiary of the Purchaser and/or any person connected with the Purchaser and/or an Acquired Company otherwise than in the ordinary and usual course of business of the Company as presently carried on;

if and to the extent that such claim relates to or is increased by a claim or liability for Taxation which would not have arisen but for any winding up or cessation after Completion of any trade or business carried on by any Acquired Company, except for the winding up or cessation of any trade or business carried on by CEM Barbados;

if and to the extent such claim would not have arisen or would have been reduced or eliminated but for a change of accounting policy or practice of any Acquired Company after Completion;

if and to the extent of any relief or reduction in Taxation arising by virtue of the loss or damage in respect of which the Claim was made;

if and to the extent that such Claim has arisen in respect of any act or omission stipulated to be carried out or omitted pursuant to or which is contemplated by the terms of this Agreement; and

if and to the extent that  the liability or other matter giving rise to such Claim has been taken into account in the consolidated current liabilities of the Acquired Companies comprised in the Completion Working Capital (as agreed or determined in accordance with Clause 7.2).

6.17

Contingent Liability

6.18

Double Recovery

6.19

Vendors Representative

Upon consummation of the transactions contemplated herein, and without further act of any Vendor, Hibernia Capital Partners, Ltd. shall be appointed attorney-in-fact (the “ Vendors Representative ”) for each Vendor for and on behalf of each such Vendor, to give and receive notices and communications, to authorize delivery to the Purchaser of amounts under the Escrow Agreement, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any claims by Purchaser, to take all actions necessary or appropriate in the judgment of Vendors Representative for the accomplishment of the foregoing. Notices or communications to or from the Vendors Representative shall constitute notice to or from each of the Vendors.

Each decision, act, consent or instruction of the Vendors Representative shall constitute a decision of all the Vendors shall be final, binding and conclusive upon each Vendor and their successors or transferees, and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Vendors Representative as being the decision, act, consent or instruction of each every Vendor. The Escrow Agent and the Purchaser are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Vendors Representative.

The agency described in this Clause 6.12 may be changed by the Vendors from time to time upon not less than thirty (30) days prior written notice to the Purchaser. The Vendors Representative may resign upon not less than thirty (30) days prior written notice to the Purchaser. Any vacancy in the position of Vendors Representative may be filled by Hibernia Capital Partners, Ltd.

The Vendors Representative shall not be entitled to compensation for his or her services rendered hereunder. However, the Vendors Representative shall be reimbursed by the Vendors for reasonable counsel fees and other reasonable out-of-pocket expenses incurred in connection with the provisions of this Agreement and the Escrow Agreement.

The Vendors Representative may act upon any instrument or other writing believed by such Vendors Representative in good faith to be genuine and to be signed or presented by the proper person and shall not be liable for any act done or omitted hereunder as Vendors Representative, except for his or her own wilful default or gross negligence. The Vendors shall, jointly and severally, indemnify the Vendors Representative and hold the Vendors Representative harmless against any loss, liability or expense incurred without wilful default or gross negligence on the part of the Vendors Representative and arising out of or in connection with the acceptance or administration of the Vendors Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Vendors Representative.

6.20

Provisions .

6.21

The Vendors and the Purchaser shall use reasonable endeavours to progress a Claim with a view to having the Claim settled or resolved at an early date including if possible, once proceedings have been taken, the making of an application to have the matter transferred to the Commercial List of the High Court pursuant to Statutory Instrument No. 2 of 2004 (The Rule of Superior Courts (Commercial Proceedings), 2004).

6.22

For the purposes of this Agreement:

a Claim shall be deemed to have been settled (and a settlement to have been reached in respect of that Claim) when the Vendors and the Purchaser shall agree in writing (or shall be deemed to agree pursuant to Clause 6.1) the amount by which the Deferred Purchase Price is reduced or an amount is paid out of the Escrow Account in settlement of the Claim and the amount so agreed (or deemed to be agreed pursuant to Clause 6.1) shall be deemed to be the amount of that Claim;

a Claim shall be deemed to have been resolved (and a resolution to have been reached in respect of that Claim) where a court of competent jurisdiction or tribunal of law has delivered judgment in respect of the Claim (whether on appeal or otherwise); and

6.23

Pre-Estimate of Liability

The Purchaser shall give notice to the Vendors’ Representative (the "Pre-Estimate Notification") of the amount, in its opinion, of the pre-estimate of a Claim (the "Purchaser's Pre-Estimate") within 10 days of notifying that Claim to the Vendors in accordance with this Agreement and/or, as the case may be, the Tax Deed.

The Vendors’ Representative shall notify the Purchaser within 10 days of receiving a Pre-Estimate Notification if it disagrees with the Purchaser's PreEstimate of the Claim in question and, in so doing, shall set out the amount, in its opinion, of the Pre-Estimate of such Claim (the "Vendors' Pre-Estimate").

If the Vendors’ Representative fails to notify the Purchaser within 10 days of receiving a Pre-Estimate Notification that it disagrees with the Purchaser's Pre-Estimate the Vendors shall be deemed to have accepted the Purchaser's Pre-Estimate of the claim for the purposes of this Agreement.

If the Vendors’ Representative notifies the Purchaser that it disagrees with the Purchaser's Pre-Estimate in accordance with Clause 6.23.2 above, the Purchaser and the Vendors’ Representative shall seek to agree the relevant Pre-Estimate and, failing agreement within 10 days of the date of the notice given by the Vendors’ Representative under Clause 6.23.2, shall refer the matter to an Expert.

6.24

The giving of notice or the failure to give notice pursuant to Clause 6.23 shall not in any way be construed as regards the Vendors or the Purchaser as an acceptance or denial of any liability in respect of the relevant Claim and shall be entirely without prejudice to any subsequent litigation arising out of such Claim.

6.25

The "Estimated Claim Amount" in respect of a Claim shall be :

the Purchaser's Pre-Estimate, if the Vendors’ Representative fails to notify the Purchaser within 10 days of receiving a Pre-Estimate Notification that it disagrees with the Purchaser's Pre-Estimate; or

the pre-estimate as agreed between the Purchaser and the Vendors’ Representative pursuant to Clause 6.23.4; or

the amount which the Purchaser would be likely to be entitled to recover from the Vendors in respect of the Relevant Claim if taken at the date of the Purchaser giving Notice pursuant to Clause 6.23.2 as determined by the Expert in accordance with this Clause 6 .

6.26

Where a matter is referred to an expert (an "Expert") pursuant to Clause 6.23.4 the Expert shall be a Senior Counsel and shall be appointed by agreement between the Vendors’ Representative and the Purchaser or, failing agreement within 5 days of the initiation of reference, by the Chairman for the time being of the Bar Council of Ireland (the "Chairman") on the application of either the Vendors’ Representative or the Purchaser.

6.27

If an Expert has been appointed but is unable or unwilling to complete the reference to him, another Expert shall be appointed by agreement between the Vendors’ Representative and the Purchaser or, failing agreement within 5 days of their being notified that the Expert is unable or unwilling to complete the reference by the Chairman on the application of either the Vendors’ Representative or the Purchaser.

6.28

Any Expert shall act as an expert and not as an arbitrator.

6.29

The Vendors’ Representative and the Purchaser shall :

request the Expert to determine the Pre-Estimate of a Claim within 15 days of him receiving the reference or such longer period as may be agreed between the Vendor’s Representative, the Purchaser and the Expert;

without prejudice to their respective obligations set out herein above, the Vendors’ Representative and the Purchaser shall each use all reasonable endeavours to co-operate with the Expert in determining the Pre-Estimate of a Relevant Claim and for that purpose will provide to the Expert with all such information and documentation as the Expert may require to determine the Pre-Estimate of a Relevant Claim.

6.30

The role of the Expert shall be to determine based only on the merits of, and having reference to, the respective cases put forward in the submissions made by the Vendors’ Representative and the Purchaser pursuant to Clause 6.29.2 above, whether or not the Purchaser has an arguable case against the Vendors based on reasonable grounds and if the Expert determines that the Purchaser has an arguable case against the Vendors based on reasonable grounds, the amount which the Purchaser would be likely to be entitled to recover from the Vendors in respect of such Claim if taken at the date of the Purchaser giving Notice pursuant to Clause 6.23.2 .

6.31

The decision of the Expert (which shall be a reasoned decision) shall, in the absence of fraud or manifest error, be final and binding on the Vendors and the Purchaser as regards the amount of the Estimated Claim Amount.

6.32

The Expert shall have the right to seek such professional assistance and advice as he may require in fulfilling his duties. In determining the costs of any reference to the Expert pursuant to this Article 6, the Expert shall apply the general principle that :

if the Expert determines that the Estimated Claim Amount is equal to or greater than the amount notified by the Purchaser to the Vendors’ Representative pursuant to Clause 6.23.1 above, the costs shall be borne by Vendors;

if the Expert determines that the Estimated Claim Amount is equal to or less than the amount notified by the Vendors Representative to the Purchaser in accordance with Clause 6.23.2 above, the costs shall be borne by the Purchaser; and

if the Expert determines that the Estimated Claim Amount is an amount between the amount notified by the Purchaser and the amount notified by the Vendors’ Representative, the Purchaser and the Vendors shall respectively bear the Purchaser's Proportion and the Vendor's Proportion of the costs.

B

=

the amount of the Vendors' Pre-Estimate as notified by the Vendors Representative

C

=

the amount of the Purchaser Pre-Estimate as notified by the Purchasers; and

"Purchaser's Proportion" means the percentage equal to 100 per cent less the Vendor's Proportion.

6.33

For the avoidance of doubt, any agreement or determination of the Estimated Claim Amount is solely for the purpose of facilitating the Purchaser’s and the Vendors’ right to payment or set-off a portion of the Deferred Purchase Price and is not for the purpose of determining any Claim. If the amount of an Unsettled Claim is subsequently settled or resolved to be more than the Estimated Claim Amount, the Purchaser shall, subject to the limitation of the Purchaser’s remedy in respect of any claims under Clause 6 of this Agreement, be entitled to seek such other remedies the Purchaser may have. If any Claim shall have been referred to an Expert pursuant to Clause 6.23.4, and the Estimated Claim Amount in respect thereof shall not have been determined by the Deferred Payment Date, the Expert shall continue to act in accordance with the provisions of this Clause 6 until the Estimated Claim Amount is determined.

7.

WORKING CAPITAL STATEMENTS

7.1

Estimated Working Capital Statement . Attached as Exhibit C is the “Estimated Working Capital Statement”. The Estimated Working Capital Statement has been prepared by Vendors, based upon their good faith estimates and assumptions and in accordance with GAAP consistently applied and using the same practices, principles and methodologies used in preparing the monthly management accounts, and shows thereon calculation of the amount (“Estimated Working Capital”) as at close of business on 31 March 2006 obtained by subtracting: (i) the amount of the consolidated current liabilities of the Company, from (ii) the amount of the consolidated current assets of the Company; it being acknowledged that no corporate profits tax, no cash, no debt and no amount outstanding from the Company to any Affiliate of the Company, or from any Affiliate of the Company to the Company, shall in any manner enter into the foregoing calculation.

7.2

7.3

Purchase Price Adjustments .

8.

MISCELLANEOUS PROVISIONS

8.1

Transfers to be stamped .

8.2

Announcements .

8.3

Waiver of Pre-emption Rights .

8.4

Costs and Expenses .

8.5

Severability .

8.6

Whole Agreement .

8.7

Survival .

8.8

Notices .

Any notice or other communication to be given or served under this Agreement shall be in writing, addressed to the relevant party and expressed to be a notice or communication under this Agreement and, without prejudice to the validity of another method of service, may be delivered or sent by pre-paid, registered, airmail, post or via telecopier, addressed as follows:

(i)

if to the Vendors to:

(ii)

if to the Purchaser:

A notice or other communication will be deemed to have been duly served or given:

in the case of delivery, at the time of delivery;

in the case of posting, five days after posting (and proof that the envelope containing the notice or communication was properly addressed, will be sufficient evidence that the notice or other communication has been duly served or given); or

in the case of telecopier, upon transmission, subject to the correct code or telecopier number being received on the transmission report and receipt by the addressee of the complete text in legible form

in the case of delivery via overnight mail, the day following the day such notice or communication was sent

A party giving or serving a notice or other communication hereunder by telecopier shall also give or serve a copy by post, but without prejudice to the validity and effectiveness of the service by telecopier.

All notices or other communications shall be in the English language.

8.9

Service of Agent .

the Purchaser irrevocably appoints Mr. Lorcan Tiernan of Dillon Eustace Solicitors, Dublin, Ireland as agent and, each of the Vendors hereby irrevocably appoints Edward Miller of the Vendors Solicitors as agent for service of process relating to any proceedings before the courts of Ireland in connection with this Agreement, and each party agrees to maintain as its agent the process agent in Ireland so notified hereby during the term of this Agreement and thereafter during such period as any action may be taken under it; and

each party agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned.

8.10

Disclosure Letter .

The disclosures in the Disclosure Letter, and those in any supplement thereto, must relate only to the representations and warranties in the Clause of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.

In the event of any inconsistency between the statements in the body of this Agreement or the Schedules and those fairly and accurately disclosed in the Disclosure Letter with respect to a specifically identified representation or warranty, the statements in the body of this Agreement or Schedules will control.

8.11

Assignment/Third Party Beneficiaries .

Subject to Clause 8.11.2, neither party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld, except that Purchaser may assign any of its rights under this Agreement to (i) any wholly owned subsidiary of Purchaser, or (ii) any lender and/or security-holder of the Purchaser. No such assignment shall relieve any party of its responsibilities under this Agreement and, without prejudice to the generality of the foregoing, Purchaser shall not assign its obligations under Clause 2.2 without the written consent of the Vendors Representative.

The Parties hereby expressly agree that the Purchaser shall be entitled to assign any of its rights under this Agreement to any party purchasing the entire issued share capital of the Company from the Purchaser and to any party that acquires all the assets of the Company as at Completion from the Purchaser.

Subject to subclauses 8.11.1 and 8.11.2 respectively, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

For the avoidance of doubt where the Purchaser has assigned the benefit in whole or in part of this Agreement, then the liability of the Covenantors shall be limited to that amount that would have been due had no such assignment taken place.

8.12

Governing Law .

8.13

Jurisdiction .

It is irrevocably agreed that the Irish courts are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement or its performance and accordingly that any suit, action or proceedings so arising may be brought in such courts.

The Purchaser irrevocably waives (and irrevocably agrees not to raise) any objection which it may have now or subsequently to the laying of the venue of any proceedings in any such court as is referred to in this Clause 8.13 and any claim that any such proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgement in any proceedings brought in any such court as is referred to in this Clause 8.13 will be conclusive and binding upon the Purchaser and may be enforced in the courts of any other jurisdiction.

8.14

Cooperation

8.15

Counterparts

(a)

This Agreement may be executed in writing simultaneously and by one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement, which shall be sufficiently evidenced by any one of such original counterparts.

(b)

For the purpose of this clause “writing” shall mean written signature or signature produced or substituted for such written signature and shall be deemed to include a signature sent by facsimile or by other electronic means.

8.16

Repayment of Transaction Costs

(State Street are nominees of Hibernia Capital Partners).