Share Transfer Agreement

 EXHIBIT 10.1

File No.                  /1998
- -------------------------------

                            Share Transfer Agreement
                            ------------------------

Today, the 20th day of May
nineteen hundred and ninety eight

appeared before me

                              Dr. Gerrit Brachvogel
                              ---------------------

notary in Munich
at my office in Elisenstra(beta)e 3, 80335 Munich

1.     Mr. Kasimir Arciszewski, born on August 19th, 1950
       with his residence Schellingstra(beta)e 78, 80799 Munich

       identified by his identity card

                              -hereinafter referred to as "the Seller No. 1"-

2.     Mr. Hans Meiler, born on August 1st, 1947
       with his residence Wastelbauerstra(beta)e 12, 81247 Munich

       identified by his identity card

                              -hereinafter referred to as "the Seller No. 2"-

3.     Mr.

       identified by his identity card

       acting not in his own name, but rather for the company

       BOGEN Communications International, Inc., a corporation incorporated and
       existing under the laws of the State of Delaware, with its principal
       office at 50, Spring Street, P.O. Box 575, Ramsey, New Jersey, 07446 USA,

                              -hereinafter referred to as "the Buyer"-

       on the basis of the written authority attached to this document

The Sellers and the Buyer requested the notarization of the following
declarations in the English language and declared to be in full command of the
English language. After having been advised by the notary public of their right
to an interpreter and/or to a written translation of the present notary deed,
they waived such rights.

Thereupon, the persons appearing requested that the notary records the following

                            Share Transfer Agreement
                            ------------------------

                            I. Preliminary Statements
                            -------------------------

The Sellers and the Buyer are the sole shareholders of the company SPEECH DESIGN
Gesellschaft fur elektronische Sprachverarbeitung mbH, with its legal seat in
Germering, entered in the Commercial Register of Munich Local Court under HRB
69353 with a stated capital in the nominal value of DM 1,960,000.--(hereinafter
referred to as the "Company").

The Seller No. 1 and the Seller No. 2 participate in the stated capital of the
company of in total DM 1,960,000,--with several shares as follows:

      Shareholder                           Share in the
                                            nominal value of
      ------------------------------------------------------

      -           Seller No. 1           DM       107,000.--
                                         DM        52,000.--
                                         DM       145,000.--
                                         DM        74,000.--
                                         -------------------
                  in total                                      DM378,000.--

      -           Seller No. 2           DM       107,000.--
                                         DM       145,000.--
                                         -------------------
                  in total                                      DM252,000.--
                                                                ------------
      together                                                  DM630,000.--
                                                                ============

The Seller No. 1 and the Seller No. 2 are the sole managing directors of the
Company.

                              II. Purchase and Sale
                              ---------------------

1.     The Sellers hereby sell, assign and transfer all their shares in the
       Company in the nominal value of in total DM 630,000.-- as outlined in
       section I. above to Buyer, including all ancillary rights. The Buyer
       purchases and accepts the transfer of said shares for the hereinafter
       stated purchase price and to the conditions set out in the present
       agreement.

2.     The assignment of shares herewith agreed becomes effective upon receipt
       of the cash portion of the purchase price and the delivery of the shares
       of Bogen Stock acquired by the Sellers hereunder to Mr. Dr. Cornelius
       Gotze, attorney-at-law, Frankfurt/Main as interim escrow agent.

3.     The profit of the current fiscal year as well as the profit of previous
       fiscal years which has not been distributed to shareholders shall be
       exclusively for the account of the Buyer.

4.     The purchase price payable to the Sellers will be

       4.1.   for the Seller No. 1)

              -        DM 4,542,000.-- (four million five hundred forty-two
                       thousand Deutsch Marks),

              -        274,800 shares of the common stock of the Buyer in the
                       nominal value of each US$.001 (herein referred to as
                       "shares of Bogen Stock")

       4.2.   for the Seller No. 2)

              -        DM 3,028,000.-- (three million twenty-eight thousand 
                        Deutsch Marks),

              -        183,200 shares of Bogen Stock.

       The cash portion of the purchase price is payable in cash upon signature
       of the present agreement. The shares of Bogen Stock are to be transferred
       upon signature of the present agreement to Mr. Dr. Cornelius Gotze,
       attorney-at-law in Frankfurt/Main, until transferred to an independent
       escrow agent chosen by the Buyer after the parties have entered into an
       escrow agreement based on the restrictions on the transfer of shares of
       Bogen Stock set forth in the present agreement and the provisions of
       Schedule 1.12. hereto, such Escrow Agreement not providing further
       restrictions on the transfer of shares, other than the restrictions
       provided under the present agreement and the Schedules hereto. The
       transfer to the Escrow Agent will be executed upon written instruction to
       Mr. Gotze, such written instruction to be mutually agreed and supplied by
       the Sellers and the Buyer. The parties agree to enter in such escrow
       agreement within ten days after the date of signature of the present
       agreement. The transfer of the shares of Bogen Stock to the Sellers will
       be carried out according to section III. of this contract and is subject
       to the restrictions hereunder.

                          III. Transfer of Bogen Stock
                          ----------------------------

1.     The disposition of the shares of Bogen Stock which constitute a part of
       the purchase price will be carried out according to the laws of the
       applicable State of the United States and the US Securities Laws. The
       Buyer hereby transfers the said shares of Bogen Stock to the Sellers. The
       rights in the shares of Bogen Stock are embodied by certificates that
       will be delivered to the Sellers upon signature of the present agreement.
       The Sellers hereby accept the transfer of the said shares to the
       conditions set out in the present agreement.

2.     The Buyer shall be obliged to have the shares of Bogen Stock transferred
       hereunder registered at own expenses within their next offering or on
       demand of one of the Sellers whichever will occur first; provided,
       however, that the Sellers shall pay for their portion of any underwriting
       discounts and commissions attributable to the sale of securities. With a
       view to making available the benefits of certain rules and regulations of
       the Securities and Exchange Commission that may permit the sale of
       restricted securities, as such term is used in the Securities Act of
       1933, as amended, to the public without registration, the Buyer agrees to
       use its best efforts to furnish to the Sellers forthwith upon written
       request a copy of the most recent annual or quarterly report of the
       Buyer, and such other reports and documents filed with the Securities and
       Exchange Commission as may be reasonably requested by the Sellers in
       order to avail itself of any rule or regulation of the Securities and
       Exchange Commission allowing the sale of certain shares of Bogen Stock
       without registration.

3.     The transfer of the shares of Bogen Stock is subject to the restrictions
       hereunder and to the restrictions set forth in Schedule 1.12. hereto.

       3.1.   During a period of twelve months beginning on the date of
              signature of the present agreement (hereinafter referred to as
              "Twelve-Month Ban") the Sellers are not entitled to dispose
              whether by selling, leasing or pledging of the shares of Bogen
              Stock. After the expiration of the Twelve-Month Ban the Sellers
              are entitled to dispose of up to but not exceeding 152,000 shares
              of Bogen Stock. For the remaining 306,000 shares of Bogen Stock
              the limitation of the right of disposal remains in force for an
              additional period of twelve months after expiration of the
              Twelve-Month Ban.

       3.2.   The Buyer has issued 3,400,000 warrants to purchase common stock
              of the Buyer in 1993 (hereinafter referred to as "Warrants").
              These Warrants expire at the latest in October 2000, provided that
              they were not exercised before this date.

              Notwithstanding the foregoing in section 3.1. above the Sellers
              are free to dispose of up to but not exceeding 92,000 shares of
              Bogen Stock, when and as far as 80% (eighty percent) of these
              Warrants have either been exercised or have expired. The amount of
              shares of Bogen Stock transferable after the expiration of the
              Twelve-Month Ban is increased accordingly and the amount of shares
              of Bogen Stock remaining under the limitation provided above is
              reduced accordingly.

       3.3.   All restrictions set out in this section 3. expire effective
              immediately for one or both Sellers if the respective Seller
              terminates his Management Contract with the Company for cause, in
              particular in the event that

              3.3.1. the appointment of the Managing Director as Managing
                     Director of the Company is revoked without cause,

              3.3.2. an additional Managing Director (except of replacement of
                     the other Managing Director to the extent permitted under
                     the Management Contract) or a permanent representative is
                     appointed by the Buyer with the right to instruct the
                     Managing Director in the normal course of business,

              3.3.3.   the sphere of activities or the power to represent the
                       Company is materially restricted,

              3.3.4.   the Buyer sells all or substantially all of the tangible
                       or intangible assets or properties of the Company,

              3.3.5.   the Buyer sells a majority participation in the Company.

       3.4.   Each Seller agrees to the placement of a legend on each
              certificate evidencing the ownership in the shares of Bogen Stock
              which provides that the transfer of such shares of Bogen Stock is
              restricted hereunder. Such legend shall be in form and content
              satisfactory to the Buyer and its counsel, subject to the consent
              of the Sellers.

       3.5.   To secure the compliance with the restrictions hereunder the
              Sellers agree that the shares of Bogen Stock acquired by the
              Sellers hereunder will be deposited with an independent
              escrow agent to be named by the Buyer. All rights of each Seller
              in the shares, including but not limited to the voting rights,
              remain unaffected. The rights of the distribution of profits will
              be delivered into the Escrow Fund to the benefit of each Seller
              (except such distributions may be applied for the benefit of the
              Buyer in the event certain set-off rights are applicable).

              As far as the release of the deposited shares under this section
              3.5. does not conflict with the restrictions set forth in Schedule
              1.12. known to and binding upon the Escrow Agent, the Escrow Agent
              shall release the deposited shares in Bogen Stock to the Sellers
              as soon as and to the extent that one of the following occurs

              3.5.1.   the Escrow Agent receives a common instruction in writing
                       by the Buyer and the respective Sellers to release the
                       shares of Bogen Stock in whole or in part, or

              3.5.2.   upon written notice of the respective Seller to the
                       Escrow Agent and limited to the respective number of
                       shares, in the event that the Twelve-Month-Ban or the
                       additional restriction period pursuant to section 3.1.
                       above has expired,

              3.5.3.   upon written notice of the respective Seller to the
                       Escrow Agent, that the Managing Directors Contract has
                       been terminated for cause according to Section 3.3.
                       above,

              3.5.4.   the Escrow Agent is presented a final legal judgment
                       stating that the Buyer is obligated to consent to release
                       of the shares in whole or in part. In particular the
                       Buyer is obligated to consent to the release of the
                       deposited shares in Bogen Stock in the event that the
                       respective Seller is entitled to transfer an additional
                       number of shares of Bogen Stock within the
                       Twelve-Month-Ban or the additional limited period
                       according to section 3.2.

4.     As long as the Sellers own together not less than 300,000 shares of Bogen
       Stock as adjusted for stock splits, stock dividends, reorganizations and
       the like, the Sellers are entitled to nominate one director to the Board
       of Directors of the Buyer. The Buyer will make all declarations that
       might be necessary to grant the right above to the Sellers.

       According to the internal arrangement between the Sellers the first
       director nominated by the Sellers shall be the Seller No. 1.

                       IV. Warranties and Representations
                       ----------------------------------

1.      Each Seller warrants to the exclusion of all further liability for
        whatever legal reason, respectively, that

        1.1.    that the statements set out in section I. above are correct,

        1.2.    the Company is a Gesellschaft mit beschrankter Haftung duly
                organized, validly existing and in good standing under the
                German Laws and has the corporate power and lawful authority to
                own, lease and operate its assets, properties and business and
                to carry on its business as now conducted,

        1.3.    the Company has at present only the following subsidiaries:
                SATELCO AG, Switzerland, SPEECH DESIGN U.K. Ltd., United
                Kingdom, SPEECH DESIGN ISRAEL, Ltd., Israel. To the best
                knowledge of the Sellers and as verified by the Company's
                auditors the subsidiaries are duly organized, validly existing
                and in good standing under the respective laws and have the
                corporate power and lawful authority to own, lease and operate
                their assets, properties and carry on their business as
                currently conducted.

        1.4.    the respective Seller has the full legal right and power and all
                authority and approval required to enter into, execute and
                deliver the present agreement and to perform fully his
                obligations hereunder, which shall be a valid and legally
                binding agreement,

        1.5.    As of the date of signature of the present agreement, each
                Seller owns the number of shares in the company as is the sum of
                the numbers and with a nominal value as is set forth in section
                I Preliminary statements and the capital contributions in
                connection with these shares are fully paid. Such shares are
                owned by each Seller free and clear of all liens and other
                restrictions. The transfer of the shares in the Company pursuant
                to the terms of the present agreement shall vest in the Buyer
                full legal and beneficial title to such shares free and clear of
                all liens and other restrictions. The shares of each Seller
                transferred hereunder are all of the shares held by the
                respective Seller. To the best knowledge of the Sellers the
                remaining shares in the share capital which were not transferred
                hereunder are owned by the Buyer, assuming that no agreement on
                the transfer of shares between the Buyer and a third party
                exists.

       1.7.   Financial statements
              --------------------

              1.7.1.   The unaudited March 31, 1998 financial statements as
                       enclosed as Schedule 1.7.1. have been prepared from the
                       books and records of the Company and its subsidiaries in
                       accordance with the applicable laws and generally
                       accepted accounting principles, applied on a consistent
                       basis. To the best of the Sellers' knowledge the March
                       31, 1998 financial statements present fairly the
                       financial condition of the Company and its subsidiaries.

              1.7.2.   The accounts receivable of the Company and its
                       subsidiaries as set forth on the March 31, 1998 financial
                       statements or arising thereafter are valid and genuine,
                       have arisen solely out of bona fide sales and performance
                       of services or other business transactions in the
                       ordinary course of business consistent with past practice
                       and are not subject to valid defenses, set-offs or
                       counterclaims, and to the best knowledge of the Sellers,
                       are collectible in the ordinary course of business.

              1.7.3.   The accounts payable of the Company and its subsidiaries
                       as set forth on the March 31, 1998 financial statements
                       or arising thereafter are valid and genuine.

              1.7.4.   All inventory of the Company and its subsidiaries
                       reflected on the March 31, 1998 financial statements or
                       acquired thereafter, was acquired and has been maintained
                       in the ordinary course of the business consistent with
                       past practice and is of good and merchantable quality
                       (subject to the recorded reserve for obsolescence).

              1.7.5.   All material liabilities and obligations of the Company
                       and its subsidiaries, whether absolute or accrued, which
                       existed at the date of the March 31, 1998 financial
                       statements have been disclosed in the balance sheets
                       included in the Financial Statements to the extent such
                       liabilities were required to be disclosed under the
                       applicable laws.

       1.8.   Taxes
              -----

              To the best knowledge of each Seller,

              1.8.1.   the Company and its subsidiaries have each timely filed
                       all returns required to be filed by it with respect to
                       all taxes and paid all taxes required to be paid by it,
                       or have had such taxes paid on its behalf;

              1.8.2.   all taxes that are required to be collected or withheld
                       by the Company or its subsidiaries have been duly
                       collected or withheld and any such amounts that are
                       required to be remitted to any taxing authority have been
                       duly remitted by the Company or its subsidiaries,

              1.8.3.   the accruals for taxes in the March 31, 1998 financial
                       statements are adequate to the amount of all unpaid
                       liability for taxes, with the exception of the tax
                       liabilities disclosed in Schedule 1.8.3. hereto,

              1.8.4.   there is no challenge, dispute or current audit regarding
                       taxes by governmental authorities.

       1.9.   Loans. Neither the Company nor any of its subsidiaries is in
              default under any loan. No loan agreement of the Company contains
              a provision on the termination of the loan agreement as a result
              of the transaction contemplated hereby.

       1.10.  Property. The Company does not own real property. All personal
              property included on the March 31, 1998 financial statements is
              held by the Company and, to the best knowledge of the Sellers, by
              its subsidiaries and is free and clear of all liens and other
              encumbrances, except for immaterial assets.

       1.11.  Contracts. All existing Bank contracts are enclosed in Schedule
              1.11. hereto. Other material contracts are, to the best knowledge
              of the Sellers, in full force and enforceable in accordance with
              their terms and, to the best knowledge of the Sellers, neither the
              Company nor any other party hereto has breached any material
              provision of such contract. No Bank contract and, to the best
              knowledge of the Sellers, no other material contract contains a
              provision on the termination of such contract by reason of the
              transactions contemplated under the present agreement and no
              party's consent to such transactions is required.

       1.12.  Litigation and Claims. The Sellers have no knowledge of pending or
              threatening litigation, arbitration, government action or audit,
              with the exception of the issues stated in Schedule 1.12. hereto
              and with the exception of litigation relating to the collection of
              accounts receivable in the normal course of business. There is
              presently no outstanding judgment of any court of justice, court
              of arbitration or governmental authority against the Company
              affecting the company or its assets.

       1.13.  Insurances. To the best knowledge of the Sellers there have been
              no changes in insurance policies since December 31, 1997 and the
              Company has received no notice that it is in default with respect
              to any provision of any such policies.

       1.14.  Employment Matters. Listed on Schedule 1.14. hereto are all
              contracts of the Company and its subsidiaries regarding employment
              of an employee who earned more than US$ 100,000. The Company does
              not provide any Pension or retirement stock option, severance,
              life, health, medical or disability benefits other than benefits
              required under and provided in compliance with applicable law. No
              strikes or significant slow downs, work stoppages or other similar
              labor actions by any group of employees of the Company or any of
              its subsidiaries have occurred or have been threatened.

       1.15.  Absence of certain changes. Since March 31, 1998 no material
              adverse changes of the financial situation of the Company or its
              subsidiaries presented by the March 31, 1998 financial statements
              have occurred, with exception for such changes caused by the
              proper and customary business or disclosed herein or in other
              filings or releases made after the date thereof. Since December
              31, 1997, the Company has conducted the business only in the
              ordinary and usual course in accordance with past practices, in
              particular there have occurred

              1.15.1.  no increases in the salaries or other compensation or
                       fringe benefits or any advance or loan to officers,
                       directors, employees or shareholders of the Company or
                       its subsidiaries (except normal merit increases made in
                       the ordinary course of business and consistent with the
                       past practice),

              1.15.2.  no material adverse change or threat of such change in
                       the Company's relations with suppliers or customers,
                       with the exclusion of such threatening changes disclosed
                       in Schedule 1.14.2. hereto,

              1.15.3.  no write-offs as uncollectible of any accounts receivable
                       of the Company or write-downs of the value of any assets,
                       other than immaterial amounts or in the ordinary course
                       of business consistent with the past practice.

2.      The Buyer warrants to the exclusion of all further liability for
        whatever legal reason, that

        2.1.    the Buyer is a corporation duly organized, validly existing and
                in good standing under the Laws of the State of Delaware and has
                the corporate power and lawful authority to own, lease and
                operate its assets, properties and business and to carry on its
                business as now conducted,

        2.2.    the Buyer has the full legal right and power and all authority
                and approval required to enter into, execute and deliver the
                present agreement and to perform fully his obligations
                hereunder,

        2.3.    the Buyer has an authorized capital stock consisting of
                Preferred Stock and of 50,000,000 shares of common stock (herein
                referred to as "Bogen Stock").

        2.4.    the Buyer is fully authorized to issue the 458,000 shares of
                Bogen Stock to the Sellers,

        2.5.    the shares of Bogen Stock to be issued in connection with this
                transaction have been duly authorized by the Buyer and, when
                delivered in accordance with this agreement shall be validly
                issued and fully paid and nonassessable and the Sellers will
                receive 458,000 shares of Bogen Stock free and clear of any
                lien, option or other encumbrances, other than the restrictions
                on transferability imposed by the applicable securities laws on
                any transfer of shares of common stock of any corporation quoted
                on the stock exchange or the restrictions set forth in the
                present agreement or the Escrow Agreement to be entered into
                between the parties hereto, such Escrow Agreement not providing
                further restrictions on the transfer of shares, others than the
                restrictions provided under the present agreement and the
                Schedules hereto.

       2.6.     all contingently necessary consents and agreements necessary for
                the nomination of the person named by the Sellers to be
                nominated as a member of the Board of Directors are at the
                disposal of the Buyer's management or directors.

       2.7.     to the best knowledge of the Buyer, its 1997 Annual Report on
                Form 10-K as delivered to the Sellers did not contain any untrue
                statement of material fact, or fail to state any material fact
                required to be stated herein or necessary to make the statements
                made therein not materially misleading as of the date thereof.
                Since such date no material adverse changes of such financial
                situation has occurred, with exception for such changes caused
                by the proper and customary business or disclosed in other
                filings (including the form 10-Q for the quarter ended March 31,
                1998) or releases made after the date thereof.

3.     Apart from these warranties, no other warranties or liabilities whether
       factual or legal are given by the parties. The parties have such
       knowledge and experience in financial and business matters that they are
       able of evaluating the merits and risks of the transactions contemplated
       hereunder.

4.     The Sellers shall jointly indemnify and hold harmless the Buyer from any
       losses or damages arising out of or due to a breach of any representation
       or warranty contained in this agreement up to but not exceeding one third
       of the indemnifiable losses and damages.

5.     The Buyer shall indemnify and hold harmless each Seller from any losses
       or damages arising out of or due to a breach of any representation or
       warranty contained in this agreement.

6.     No party shall be liable to any other party for indemnification of any
       losses under section 4. or section 5. above unless such indemnifiable
       loss or damage in the individual case exceeds DM 75,000.--(seventy-five
       thousand Deutsch Marks) or unless and until the aggregate amount of all
       such indemnifiable losses or damages exceeds DM 300,000.--(three
       hundred thousand Deutsch Marks) in which event, the indemnification of
       the respective party shall apply to the aggregate amount of all such
       losses and damages.

7.     Any action or claims arising under this section IV. shall be
       statute-barred two years after the signature of the present agreement.
       Notwithstanding the foregoing any claim arising out of any breach or
       inaccuracy of any representation or warranty made by any Seller under
       Section 1.7. Financial statements shall be statute-barred at the latest
       60 days after the audited financial statements of the Company for the
       fiscal year 1998 have been finalized.

8.     The Sellers hereby accept the provisions of this section 8. as far as
       required by the U.S. securities laws relating to private placement of
       securities:

       8.1.   Accredited Investor Status. Each of the Sellers has received a
              copy of the 1997 Annual Report on Form 10-K of the Buyer and has
              had an opportunity to review the document and ask questions
              regarding such document, the Buyer and its business plans and
              prospects of the officers and management employees of the Buyer.
              Each seller has such knowledge and experience in financial and
              business matters that he is capable of evaluating the merits and
              risks of the transactions contemplated hereby and his acquisition
              of shares of Bogen Stock in connection therewith. Each Seller
              confirms that the Buyer has made available to him the opportunity
              to ask questions of the officers and management employees of the
              Buyer and to acquire additional information about the business and
              financial condition of the Buyer. Each Seller is financially able
              to bear the economic risk of an investment in such shares of Bogen
              Stock and has no need for liquidity in this investment.
              Furthermore, the financial capacity of each Seller is of such a
              proportion that the total costs of each Seller's investment in the
              shares of Bogen Stock is not material when compared with such
              Seller's total financial capacity. Each Seller is an "accredited
              investor" as defined in Rule 501.

       8.2.   Acquisition of Bogen Stock for Investment. Each Seller is
              acquiring the shares of Bogen Stock to be acquired by him for his
              own account, for investment and not with a view toward of for sale
              in connection with any distribution thereof in violation of any
              federal or state securities or "blue sky" laws. Each Seller
              acknowledges and agrees that any shares of Bogen Stock to be
              delivered in connection herewith will not have been registered
              under the U.S. Securities Act of 1933, as amended (the "Securities
              Act") or any United States state securities laws and are being
              sold hereunder without registration pursuant to a claimed
              exemption under the provisions of the Securities Act which
              depends, in part, upon his investment intention. Accordingly, each
              Seller acknowledges and agrees that he must bear the economic risk
              of an investment in the Buyer for an indefinite period of time.
              Each Seller acknowledges and agrees that his shares of Bogen Stock
              may not be sold, transferred, offered for sale, pledged,
              hypothecated or otherwise disposed of without registration under
              the Securities Act, except pursuant to an exemption from such

              registration available under the Securities Act, and without
              compliance with state, local and foreign securities laws, in each
              case, to the extent applicable. Each Seller acknowledges that he
              is the position of the Securities and Exchange Commission (the
              "SEC") that the statutory basis for such exemption would not be
              present if his representation merely meant that his present
              intention was to hold such securities for a short period, such as
              the capital gains period of tax statutes, for a deferred sale, for
              a market rise, assuming that the market develops, or for any other
              fixed period. Each Seller acknowledges and agrees that, in the
              view of the SEC, a purchase now with an intent to resell would
              represent a purchase with an intent inconsistent with his
              representation to the Buyer and the SEC might regard such a sale
              or disposition as a deferred sale to which such exemptions are not
              available.

              Each Seller understands and acknowledges that the shares of Bogen
              Stock are being offered and sold pursuant to an exemption from
              registration under the Securities Act that depends on the
              representations made by each Seller in this Agreement and that the
              Buyer is relying on such representations as an condition precedent
              to its issuing the Bogen Stock to each Seller. Each Seller
              acknowledges and agrees that Rule 144 requires, among other
              conditions, a one-year holding period prior to the resale (in
              limited amounts and only pursuant to the terms and conditions of
              Rule 144) of securities acquired in a non public offering without
              having to satisfy the registration requirements of the Securities
              Act. Each Seller acknowledges and agrees that the Buyer may, if it
              desires, permit the transfer of the shares of Bogen Stock out of
              his name only when his request for transfer is accompanied by any
              opinion of counsel, in form and content satisfactory to the Buyer
              and its counsel, that the sale or the proposed transfer complies
              with an applicable exemption from the registration requirements of
              the Securities Act, together with such other documentation as
              counsel for the Buyer may in its sole discretion require as a
              condition precedent in order to make a determination that the
              proposed sale of transfer will not be a violation of the
              Securities Act or any applicable state "blue sky" laws
              (collectively, the "Securities Law") and consents to such
              restrictions.

                            V. Non-Competition Clause
                            -------------------------

1.     During a period of five years upon signature of the present agreement
       (hereinafter referred to as "Non-Competition Period") each of the
       Sellers shall not whether directly or indirectly

       1.1.   hire, solicit or encourage any employee of the Company or any of
              its affiliates to leave the employment of the Buyer or any of its
              affiliates, or

       1.2.   hire, solicit or encourage any consultant under contract with the
              Company or any of its affiliates to cease to work with the Company
              or any of its affiliates, or

       1.3.   actively engage in competing business transactions, by way of
              employment or self-employment, occasionally or commercially, or
              own an interest in any such business as a partner, shareholder,
              director, officer, principal, agent, employee, trustee,
              consultant, or in any other relationship or capacity, other than
              owning shares of the Company or shareholders of the Company or
              less than 1% of the outstanding stock of any publicly traded
              company.

              Competing business transactions in terms of section 1.3. shall be
              considered the development, production and/or distribution of
              supplementary electronical equipment for telephone facilities
              and/or services, such as PABX peripherals and unified messaging
              systems, including, without limitation, any voicemail via voice or
              e-mail, computer telephony integration and the like. The
              geographic scope of application is limited to Europe.

2.     During the Non-Competition Period as defined above no additional
       compensation for the abstention from acts of competition is to be paid to
       the Sellers, such contingent compensations to be regarded as fully
       compensated by the purchase price.

                VI. Company Consents, Waiver of Preemption Rights
                -------------------------------------------------

1.     The Buyer and the Sellers are the sole shareholders of the Company. The
       Buyer and the Sellers herewith grant the consent to the assignment of all
       shares owned by the Sellers to the Buyer hereunder.

2.     The Sellers herewith waive all preemption rights in the shares of the
       Company according to section 12. of the company statutes of Speech Design
       Gesellschaft fur elektronische Sprachverarbeitung mbH and all options
       rights granted in the Transfer and Option agreement dated August 21, 1995
       (Notary deed No. 204/1995 of notary Eckart Wilcke, Frankfurt am Main) and
       the amendment hereto dated July 28, 1997 (Notary deed No. 2136K/1997 of
       notary Franz Kelch, Munich) for the sale of the shares in the Company to
       the Buyer hereunder.

                             VII. Close Cooperation
                             ----------------------

1.     The parties herewith agree to cooperate closely. Namely the Buyer agrees
       to consult the Sellers in all matters relating the international
       expansion of the business of the Company, as long as the respective
       Seller is a Managing Director of the Company.

2.     The parties agree, that all notices to third parties and all other
       publicity concerning the transactions contemplated by this agreement
       shall be agreed between them before the initial release. This provision
       does not apply to announcements or filings necessary under applicable
       securities laws. The Buyer will inform the Sellers on all such
       announcements or filings by the way of providing a copy thereof.

                            VIII. General Provisions
                            ------------------------

1.     All notices, requests, demands and other communications required or
       permitted to be given hereunder shall be in writing by registered mail or
       telefax to the address of the addressee first above stated or such other
       address as the party in question may have substituted therefor by notice
       in accordance with this provision.

2.     There are no subsidiary verbal agreements in respect to the subject
       matter contained herein. The present agreement may be amended only by
       notary deed.

3.     This agreement, including all obligations arising out of warranties and
       representations given hereunder, shall be governed by the laws of the
       Federal Republic of Germany, except as otherwise provided in this
       agreement. As provided in section III. hereunder the disposition of the
       shares in Bogen Stock is carried out according to the Laws of the State
       of Delaware and the applicable US security laws. The Munich Law Courts
       shall have exclusive jurisdiction.

4.     Should any provision of the present agreement be or become invalid, this
       shall not affect the validity of the remaining provisions. The parties
       shall replace the invalid provision by mutual agreement by a regulation
       which comes closest to the economic purpose of the invalid provision. The
       same shall apply in the event that this agreement is incomplete. This
       provision applies also if the invalidity or unenforceability of a
       provision is due to the extent of a time limit or period or of a
       geographic area. In this case the legally permitted time limit or period
       or geographic area shall be applicable.

                           IX. Costs, executed copies
                           --------------------------

1.     Each party agrees to bear the fees and costs of all agents, consultants,
       brokers and lawyers employed by it in connection with the transactions
       contemplated by this agreement. The costs of this notary deed shall be
       borne by the Buyer.

2.     This notary deed is made

       -      in triplicate                 -        for the Buyer (1)
                                            -        for the Seller No. 1 (1)
                                            -        for the Seller No. 2 (1)

       -      with certified copies         -        for the Company (1)
                                            -        for Mr. RA/WP/StB Walter
                                                      L. Grosse (1)

The notary instructed the appeared persons, that

       -      in case of a transfer of shares in a GmbH a party will be
              recognized by the company as the transferee and shareholder only
              if his or her acquisition has been notified to the company
              together with the submission of evidence of the transfer,

       -      that the transferee is bound by acts taken before such
              notification by the company vis-a-vis seller or by the seller
              vis-a-vis the company with respect to the shareholding
              relationship,

       -      that the transferee is together with the seller liable for
              contributions on the shares which are still outstanding at the
              time of such notification.

The notary is asked to notify to the Company the acquisition of the shares by
the Buyer according to ss.16 GmbHG by means of submitting a certified copy of
this notary deed. 

Basic Info X:

Name: Share Transfer Agreement
Type: Share Transfer Agreement
Date: June 4, 1998
Company: BOGEN COMMUNICATIONS INTERNATIONAL INC
State: Delaware

Other info:

Date:

  • 20th day of May
  • August 19th , 1950
  • August 1st , 1947
  • October 2000
  • December 31 , 1997
  • March 31 , 1998
  • August 21 , 1995
  • July 28 , 1997

Organization:

  • BOGEN Communications International , Inc.
  • Commercial Register of Munich Local Court
  • US Securities Laws
  • Board of Directors of the Buyer
  • Bogen Stock for Investment
  • Securities and Exchange Commission
  • Speech Design Gesellschaft
  • the State of Delaware

Location:

  • Elisenstra
  • New Jersey
  • Germering
  • Switzerland
  • United Kingdom
  • Israel
  • U.S.
  • United States
  • Europe
  • Frankfurt
  • Germany
  • US
  • Munich
  • triplicate

Person:

  • Gerrit Brachvogel
  • Kasimir Arciszewski
  • Hans Meiler
  • Ramsey
  • Cornelius Gotze
  • Eckart Wilcke
  • Franz Kelch
  • RAWPStB Walter L. Grosse

Percent:

  • 80 % eighty percent
  • 1 %