KVH INDUSTRIES, INC.

                            SHARE PURCHASE AGREEMENT



         This SHARE PURCHASE AGREEMENT (this  "Agreement"),  is made and entered

into as of December 29, 2000,  by and between KVH  INDUSTRIES,  INC., a Delaware

corporation  (the "Company"),  and the State of Wisconsin  Investment Board (the

"Purchaser").



1.       AUTHORIZATION OF SALE OF THE SHARES



         Subject to the terms and conditions of this Agreement,  the Company has

authorized  the sale to the Purchaser of up to 800,000  shares (the "Shares") of

common stock, par value $0.01 per share (the "Common Stock"), of the Company.



2.       AGREEMENT TO SELL AND PURCHASE THE SHARES



2.1      Purchase and Sale



         Subject to the terms and  conditions of this  Agreement,  the Purchaser

agrees to purchase,  and the Company  agrees to sell and issue to the Purchaser,

the Shares, at the Closing.



2.2      Purchase Price



         The purchase price of each Share (the "Per Share Price") shall be equal

to $6.25 per Share. The Company will not, for ninety (90) days after the Closing

Date  (as  defined  below)  without  adjusting  the Per  Share  Price  hereunder

accordingly,  sell (i) shares of the  Common  Stock at a price per share of less

than the Per Share Price, or (ii) options, warrants or any other securities that

can be converted into, or otherwise exchanged for, shares of the Common Stock at

a conversion or exercise  price per share less than the Per Share Price.  In the

event the Company  shall,  during the period  ending  ninety (90) days after the

Closing Date, sell any shares of the Common Stock or any instruments that can be

converted  into or otherwise  exchanged  for the Common  Stock (the  "Subsequent

Sale")  exercisable at a price per share (the  "Subsequent  Purchase  Price") of

less than the Per Share Price,  the purchase price per Share  hereunder shall be

adjusted to an amount  equal to the  Subsequent  Purchase  Price,  such that the

Company shall, within ten (10) business days of the Subsequent Sale, pay to each

Purchaser  an amount equal to the number of Shares  purchased by such  Purchaser

times the difference between Per Share Price and the Subsequent  Purchase Price.

Notwithstanding  the  foregoing,  no  such  adjustment  to the Per  Share  Price

hereunder shall be made in respect of (a) the grant by the Company of any option

to  purchase  shares of the Common  Stock at a price per share equal to the fair

market  value  per  share of  Common  Stock as of the date of the  grant of such

option (collectively,  "Future Options") pursuant to the Company's 1995 Employee

Stock Option Plan or the 1996 Incentive and Non-qualified Stock Option Plan, (b)

the sale or issuance by the Company of shares of Common  Stock upon  exercise of

stock  options  outstanding  on the date  hereof or Future  Options,  or (c) the

issuance of options and the sale of shares to employees pursuant to the terms of

the Company's 1996 Employee Stock Purchase Plan.







3.       DELIVERY OF THE SHARES AT THE CLOSING



     (a) The  completion of the purchase and sale of the Shares (the  "Closing")

shall occur at the offices of Foley,  Hoag & Eliot LLP,  counsel to the Company,

at One Post Office  Square,  Boston,  Massachusetts  at 3:00 p.m.  local time on

December  29,  2000 or such other time and date as may be agreed by the  parties

(the "Closing Date").



     (b) At the Closing,  the Company shall  authorize  its transfer  agent (the

"Transfer  Agent")  to  issue  to the  Purchaser  two  stock  certificates  (the

"Certificates")  registered  in the  name  of  the  Purchaser,  one  Certificate

evidencing   ownership  by  the  Purchaser  of  640,000  Shares  and  the  other

Certificate  evidencing  ownership by the Purchaser of 160,000 Shares,  and each

bearing an appropriate legend referring to the fact that the Shares were sold in

reliance upon the exemption  from  registration  provided by Section 4(2) of the

Securities Act of 1933, as amended (the  "Securities  Act"),  and Rule 506 under

the Securities Act. The Company will deliver the  Certificates  against delivery

of payment for the Shares by the Purchaser. Prior to the Purchaser's delivery of

payment for the Shares,  the Company  will  deliver via  facsimile a copy of the

Certificates to be delivered upon Closing to the office of the Purchaser (at the

fax number indicated in Section 9 hereto).



     (c) The  Company's  obligation  to complete  the  purchase  and sale of the

Shares shall be subject to the  following  conditions,  any one or more of which

may be waived by the Company:



     (i)  receipt by the  Company of  same-day  funds in the full  amount of the

purchase price for the Shares being purchased under this Agreement; and



     (ii) the  accuracy  in all  material  respects of the  representations  and

warranties made by the Purchaser and the fulfillment in all material respects of

those undertakings of the Purchaser to be fulfilled at or before the Closing.



     (d) The Purchaser's  obligations to accept delivery of the Certificates and

to pay for the  Shares  evidenced  by the  certificates  shall be subject to the

following  conditions,  any one or more of which may be waived by the  Purchaser

with respect to the Purchaser's obligation:



     (i) the  accuracy  in all  material  respects  of the  representations  and

warranties  made by the Company in this  Agreement  and the  fulfillment  in all

material respects of those undertakings of the Company to be

                           fulfilled at or before the Closing;



     (ii) the Company shall have delivered to the Purchaser a certificate of the

Company  executed  by the  chairman  of the  board or  president  and the  chief

financial or accounting officer of the Company,  dated the Closing Date, in form

reasonably satisfactory to the Purchaser, to the effect that the representations

and warranties of the Company set forth in Section 4 hereof are true and correct

in all material  respects as of the date of this Agreement and as of the Closing

Date,  and that the Company has complied with all the  agreements  and satisfied

all the conditions in this Agreement on its part to be performed or satisfied on

or before the Closing Date; and



(iii) the Company  shall have  delivered  to the  Purchaser  a legal  opinion in

substantially the form attached hereto as Exhibit A.



4.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY



         Except as set forth in (i) the Company  Documents  (as defined  below),

(ii) the Private  Placement  Memorandum  dated October 24, 2000  (including  the

consolidated  financial  statements  and notes  thereto  attached  thereto) (the

"Offering Documents") furnished to the Purchaser by Needham & Company,  Inc., as

placement agent for the sale of the Shares (the "Placement Agent"), or (iii) the

Letter of Exceptions  delivered to the Purchaser prior to the execution  hereof,

and except as otherwise expressly provided in this Agreement, the Company hereby

represents and warrants to the Purchaser as follows (which  representations  and

warranties shall be deemed to apply,  where  appropriate,  to each subsidiary of

the Company):



4.1      Organization and Qualification



         The Company  has been duly  incorporated  and is validly  existing as a

corporation  in good  standing  under  the laws of the  State of  Delaware.  The

Company has the  corporate  power and  authority  to own,  lease and operate its

properties and to conduct its business as currently  conducted and to enter into

and perform its obligations under this Agreement.  The Company is duly qualified

as a foreign  corporation  to transact  business and is in good standing in each

jurisdiction in which such  qualification is required,  whether by reason of the

ownership  or leasing of property or the conduct of  business,  except where the

failure to so qualify  would not,  singly or in the  aggregate,  have a material

adverse  effect on the  condition,  financial  or  otherwise,  or the  earnings,

assets, business affairs or business prospects of the Company.



4.2      Capitalization



     (a) The  authorized  capital  stock of the Company  consists of  11,000,000

shares of Common Stock and 1,000,000  shares of Preferred Stock, par value $0.01

per share.



     (b) As of December 28, 2000,  the issued and  outstanding  capital stock of

the Company  consisted of  7,706,621  shares of Common Stock and the Company had

reserved  for  issuance,  as of such date,  (i) 907,412  shares of Common  Stock

issuable  upon the exercise of  outstanding  options  under the  Company's  1996

Employee  Stock  Purchase  Plan,  1995  Incentive  Stock  Option  Plan  and 1996

Incentive and Non-qualified Stock Option Plan (collectively, the "Stock Plans"),

(ii) 711,175  shares of Common Stock reserved for future option grants under the

Stock  Option Plans and (iii) 50,000  shares of Common Stock  issuable  upon the

exercise of outstanding  warrants.  The shares of issued and outstanding capital

stock of the Company have been duly  authorized  and validly  issued,  are fully

paid and  nonassessable  and have not been  issued  in  violation  of or are not

otherwise subject to any preemptive or other similar rights.



         With  the  exception  of the  foregoing,  and as  contemplated  by this

Agreement,   there  are  no  outstanding   subscriptions,   options,   warrants,

convertible  or  exchangeable  securities  or other rights  granted to or by the

Company to purchase  shares of Common Stock or other  securities  of the Company

and there  are no  commitments,  plans or  arrangements  to issue any  shares of

Common Stock or any security convertible into or exchangeable for Common Stock.



4.3      Issuance, Sale and Delivery of the Shares



     (a) The  Shares  have been duly  authorized  for  issuance  and sale to the

Purchaser  pursuant to this  Agreement  and,  when issued and  delivered  by the

Company  pursuant to this Agreement  against  payment of the  consideration  set

forth in this Agreement, will be validly issued and fully paid and nonassessable

and free and clear of all  pledges,  liens and  encumbrances.  The  certificates

evidencing the Shares are in due and proper form under Delaware law.



     (b) The  issuance  of the  Shares is not  subject  to  preemptive  or other

similar  rights.  No further  approval or authority of the  shareholders  or the

Board of  Directors of the Company will be required for the issuance and sale of

the Shares to be sold by the Company as contemplated in this Agreement.



     (c)  Subject  to  the  accuracy  of  the  Purchaser's  representations  and

warranties in Section 5 of this Agreement,  the offer, sale, and issuance of the

Shares in conformity  with the terms of this Agreement  constitute  transactions

exempt from the registration requirements of Section 5 of the Securities Act and

from  the  registration  or  qualification  requirements  of  the  laws  of  any

applicable state or United States jurisdiction.



4.4      Financial Statements



         The  financial  statements  included (as exhibits or  otherwise) in the

Company Documents (as defined below) present fairly,  in all material  respects,

the financial  position of the Company as of the dates indicated and the results

of their  operations for the periods  specified.  Except as otherwise  stated in

such  Company  Documents,  such  financial  statements  have  been  prepared  in

conformity with generally accepted accounting principles applied on a consistent

basis,  and any  supporting  schedules  included with the  financial  statements

present  fairly,  in  all  material  respects,  the  information  stated  in the

financial  statements.  The  financial  and  statistical  data set  forth in the

Company  Documents  were prepared on an accounting  basis  consistent  with such

financial statements.



4.5      No Material Change



         Since September 30, 2000:



     (a)  there  has  been  no  material  adverse  change  in or  affecting  the

condition,  financial or otherwise, or in the earnings, assets, business affairs

or business  prospects  of the  Company,  whether or not arising in the ordinary

course  of  business,   excluding  political  events  and  changes  in  economic

conditions  generally applicable to business enterprises in the same business as

the Company in the United States;



     (b) there have been no transactions entered into by the Company, other than

those in the ordinary course of business, which are material with respect to the

Company;



     (c) there has been no dividend or distribution  of any kind declared,  paid

or made by the Company on any class of its capital stock; and



     (d) the Company has not  incurred any material  contingent  liabilities  or

obligations which could reasonably be expected to result in a material reduction

in the future earnings of the Company.



4.6      Environmental



         Except as would not, singly or in the aggregate, reasonably be expected

to have a material adverse effect on the condition,  financial or otherwise,  or

the earnings, assets, business affairs or business prospects of the Company,



     (a) the Company is in compliance with all applicable Environmental Laws (as

defined below);



     (b) the Company has all  permits,  authorizations  and  approvals  required

under  any  applicable   Environmental  Laws  and  is  in  compliance  with  the

requirements of such permits authorizations and approvals;



     (c)  there  are no  pending  or,  to the  best  knowledge  of the  Company,

threatened Environmental Claims (as defined below) against

                           the Company; and



     (d) under  applicable law, there are no  circumstances  with respect to any

property or  operations  of the Company that are  reasonably  likely to form the

basis of an Environmental Claim against the Company.



         For  purposes of this  Agreement,  the  following  terms shall have the

following  meanings:  "Environmental  Law"  means any  United  States  (or other

applicable  jurisdiction's)  Federal,  state, local or municipal  statute,  law,

rule, regulation, ordinance, code, policy or rule of common law and any judicial

or   administrative   interpretation   thereof,   including   any   judicial  or

administrative  order, consent decree or judgment,  relating to the environment,

health,  safety or any  chemical,  material or  substance,  exposure to which is

prohibited,  limited or regulated by any governmental authority.  "Environmental

Claims" means any and all administrative, regulatory or judicial actions, suits,

demands,  demand letters,  claims, liens, notices of noncompliance or violation,

investigations or proceedings relating in any way to any Environmental Law.



4.7      No Defaults



         The Company is not in violation of its certificate of  incorporation or

bylaws  or  in  material  default  in  the  performance  or  observance  of  any

obligation, agreement, covenant or condition contained in any material contract,

indenture,  mortgage, loan agreement, deed, trust, note, lease, sublease, voting

agreement,  voting trust, or other instrument or material agreement to which the

Company is a party or by which it may be bound,  or to which any of the property

or assets of the Company is subject,  which default could reasonably be expected

to have a material  adverse effect on the assets,  properties or business of the

Company.



4.8      Labor Matters

         No labor  dispute with the  employees of the Company  exists or, to the

best knowledge of the Company, is imminent.



4.9      No Actions



         There  is no  action,  suit or  proceeding  before  or by any  court or

governmental  agency or body,  domestic  or  foreign,  now  pending,  or, to the

knowledge of the Company,  threatened,  against or affecting the Company  which,

singly  or in the  aggregate,  might  reasonably  be  expected  to result in any

material  adverse  change in the  condition,  financial or otherwise,  or in the

earnings,  business  affairs or business  prospects  of the  Company,  or which,

singly or in the  aggregate,  might  reasonably  be expected to  materially  and

adversely  affect the properties or assets thereof or which might  reasonably be

expected to materially and adversely  affect the consummation of this Agreement,

nor,  to the best  knowledge  of the  Company,  is there  any  reasonable  basis

therefor.  The Company is not in default with respect to any judgment,  order or

decree of any court or governmental  agency or instrumentality  which, singly or

in the aggregate, would have a material adverse effect on the assets, properties

or business of the Company.



4.10     Intellectual Property



     (a) The Company,  to the best of its knowledge,  owns or is licensed to use

all  patents,  patent  applications,   inventions,   trademarks,   trade  names,

applications  for  registration  of  trademarks,  service  marks,  service  mark

applications,  copyrights,  know-how,  manufacturing processes,  formulae, trade

secrets,  licenses and rights in any thereof and any other  intangible  property

and assets that are material to the business of the Company as now conducted (in

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