Preview | Share Purchase Agreement |

TABLE OF CONTENTS


	Page
1 INTERPRETATION		1

2 Agreement to Sell the Shares		12

3 Consideration		12

4 Non-Competition; Non-Solicitation		13

5 Pre-Closing obligations of Sellers		14

6 Closing		15

7 Warranties		16

8 Limitation of Sellers Warranties Liability		17

9 Miscellaneous		20

Schedule 1 The Company		34

Schedule 2 The Properties		36

Schedule 3 Intellectual Property		38

Schedule 4 Closing Obligations Pursuant to Clause 6		39

Schedule 5 Warranties given by the Sellers under Clause 7.1		41

Schedule 6 Relevant accounts preparation memorandum		65

Schedule 7 Sellers protection during the earn out term		69

Schedule 8 Buyers warranties		72

Schedule 9 EBITDA calculation memorandum		74

SHARE PURCHASE AGREEMENT

This Agreement is made on 22 December 2006

between:

(1)		Each of Janos Sivo, Alan Strong, William Hill and James Baker, being all of the shareholders of Cartesian Limited (the Sellers); and

(2)		The Management Network Group Inc. a company incorporated in the USA (the Buyer) (together the Parties).

Whereas:

(A)		The Sellers have agreed to sell the number of shares set out against their respective names in Schedule 1 to this Agreement (the Shares) and to assume the obligations imposed on the Sellers under this Agreement;

(B)		The Buyer has agreed to purchase the Shares and to assume the obligations imposed on the Buyer under this Agreement;

(C)		The Company is engaged in the business of providing independent technical telecommunications consultancy and revenue assurance products (the Business);

(D)		The Sellers collectively own all of the issued and outstanding share capital of the Company as at the date of this Agreement; and

(E)		The Buyer desires to purchase from the Sellers, and the Sellers desire to sell to the Buyer, the Shares for the consideration and on the terms of and subject to the conditions set forth in this Agreement.

It is agreed as follows:

1		INTERPRETATION

		In this Agreement, unless the context otherwise requires, the provisions in this Clause I apply.

1.1		Definitions

		Act means the Companies Act 1985, as amended from time to time.

		Adjusted Earned Cash Test has the meaning set forth in Clause 3.2.2 of this Agreement.

		Affiliate means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with such other Person, through the ownership of all or part of any Person.

		Agreed Form means, in relation to a document, such document in the terms agreed between the Sellers and the Buyer and initialed as such by the Buyers Solicitors and the Sellers Solicitors with such alterations as may be agreed in writing between them from time to time.

		Agreement means this Share Purchase Agreement, dated as of 22 December, 2006, by and among the Sellers and the Buyer.

		Applicable Law means, with respect to any Person, any domestic or foreign, federal, state or local statute, law, rule, regulation, order, it, injunction, judgment, decree or other requirement, of any

		Governmental Authority (including any Environmental Law) applicable to such Person or any of their properties or assets.

		Articles of Association means the articles of association of the Company as at the date of this Agreement.

		Associate or Associated With means, when used to indicate a relationship with any Person, (a) any other Person of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of twenty percent (20%) or more of any class of equity securities issued by such other Person, (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and (c) any relative or spouse of such Person, or any relative of such spouse who has the same home as such Person or who is a director or officer of such Person or any Affiliate thereof.

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