8-K

	

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



		


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  May 1, 1995




			




				3Com Corporation
	     (Exact name of registrant as specified in its charter)


	California                       0-12867                94-2605794
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                             Identification No.)



	5400 Bayfront Plaza     95052
	Santa Clara, California (Zip 
Code)
(Address of principal executive offices)





Registrant's telephone number, including area code:  (408) 764-5000





	
Item 2.         Acquisition or Disposition of Assets

	(a)     On May 1, 1995, pursuant to an Acquisition and Exchange 
Agreement dated March 22, 1995 (the "Agreement") among 3Com 
Corporation (the "Company") and all the holders of Ordinary 
Shares and options of Sonix Communications Limited ("Sonix"), a 
United Kingdom corporation, the Company acquired all the 
outstanding shares of Sonix stock (the "Acquisition").  Under the 
terms of the Agreement, the shareholders of Sonix transferred all 
of the outstanding stock of Sonix to the Company, in exchange for 
which they received an aggregate of approximately 1.2 million 
shares of 3Com common stock with an aggregate value of 
approximately $68.9 million.  The exchange ratio for the 
conversion into the Company's common stock was 2.0138 shares per 
share of Sonix stock.  The Acquisition was accounted for as a 
pooling of interests.

	The consideration paid by the Company for the Sonix stock 
was the result of arms-length negotiations between the Company 
and Sonix.  Sonix had calendar year 1994 revenues of 
approximately $20 million.  Sonix survives the merger as a 
wholly-owned subsidiary of the Company.

	Under the terms of the Agreement, a portion of such stock 
issued by the Company was deposited into an escrow account as 
security for the indemnification of the Company by Sonix for 
breaches of the representations, warranties and covenants of 
Sonix set forth in the Agreement.  Except with respect to 
breaches of certain representations and warranties, such account 
is the sole and exclusive source of any claim or remedy by the 
Company against Sonix or its shareholders in connection with the 
Acquisition.  Subject to reduction based on outstanding or 
resolved claims, the stock in such account will be distributed to 
the Sonix shareholders.

	Prior to the Acquisition, no material relationship existed 
between the Company and Sonix or any of its affiliates, any 
director or officer of the Company, or any associate of any such 
director or officer.

	Sonix is engaged in the business of developing, 
manufacturing and marketing internetworking equipment.  The 
Company intends to continue such business.

Item 7.         Financial Statements, Pro Forma Financial 
		Information and Exhibits

	(a)     Not applicable.

	(b)     The pro forma financial information of Sonix required 
		pursuant to Article 11 of Regulation S-X is 
		incorporated herein by reference to the Company's 
		Registration Statement on Form S-4 as filed on March 
		23, 1995, and as amended.
 
	(c)     The following exhibit is attached hereto and filed 
		herewith:

		7.1*    Acquisition and Exchange Agreement dated March 22, 
			1995 among 3Com Corporation and all the holders of 
			Ordinary Shares and options of Sonix 
			Communications Limited.

		7.2*    Escrow Agreement dated March 22, 1995 among 3Com 
			Corporation, the shareholders of Sonix 
			Communications Limited and the Escrow Agent.


		   *    Confidential treatment has been requested 
			as to a portion of this Exhibit.





SIGNATURES


	Pursuant to the requirements of the Securities Exchange Act 
of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned hereunto duly authorized.


	3COM CORPORATION



May 16, 1995                   By:       /s/   Christopher B. Paisley
					-----------------------------
					       Christopher B. Paisley
					       Chief Financial Officer








































INDEX TO EXHIBITS


	
	
Exhibit Document        

7.1*    Aquisition and Exchange Agreement dated March 22, 1995
	among 3Com Corporation and all the holders of Ordinary
	Shares and options of Sonix Communications Limited


7.2*    Escrow Agreement dated March 22, 1995 among 3Com 
	Corporation, the shareholders of Sonix Communications
	Limited and the Escrow Agent.


     *  Confidential treatment has been requested as to a 
	portion of this Exhibit.

EX-1

Exhibit 7.1





	ACQUISITION AND EXCHANGE AGREEMENT
	DATED MARCH 22, 1995
	BY AND AMONG
	BUYER
	AND SELLERS










*       Confidential treatment requested.  Confidential portion has 
been filed separately with the Securities and Exchange 
Commission.




Definitions                                               2
	1.1     "Acquisition"                             2
	1.2     "Acquisition Consideration"       2
	1.3     "Affiliate"       2
	1.4     "Aggregate Purchase Price"        2
	1.5     "Business Day"    2
	1.6     "Closing" and "Closing Date"      2
	1.7     "Closing Time"    2
	1.8     "Commission"      2
	1.9     "Confidential Information"        2
	1.10    "Connected Person"        2
	1.11    "Exchange Act"    2
	1.12    "Exchange Ratio"          2
	1.13    "Loan Stock"      2
	1.14    "Optionholders"   2
	1.15    "Proprietary Rights"      3
	1.16    "Securities"      3
	1.17    "Securities Act"          3
	1.18    "Sellers' Solicitors"     3
	1.19    "Sonix"   3
	1.20    "Sonix Disclosure Schedule"       3
	1.21    "Sonix Products"          3
	1.22    "Sonix Stock"     3
	1.23    "Surviving Corporation"   3
	1.24    "Transaction Documents"   3
	1.25      3

2.  Acquisition and Exchange      3
	2.1     Acquisition and Aggregate Purchase Price          3
	2.2     Exchange Ratio    4
	2.3     Fractional Shares         5
	2.4     Escrow Agreement          5
	2.5     The Closing       5
	2.6       5
	2.7       5

3.      Representations and Warranties of Sellers         6
	3.1     Organization      6
	3.2     Capitalization    6
	3.3     Power, Authority and Validity     7
	3.4     Financial Statements      7
	3.5     Tax Matters       8
	3.6     Absence of Certain Changes or Events      9
	3.7     Title and Related Matters        11
	3.8     Proprietary Rights       11
	3.9     Bank Accounts    14
	3.10    Contracts        14
	3.11    Orders, Commitments and Returns  16
	3.12    Compliance With Law      17
	3.13    Controlled Foreign Corporation   17
	3.14    Labor Difficulties; No Discrimination    17
	3.15    Pension Warranties       18
	3.16    Trade Regulation         20
	3.17    Insider Transactions     20
	3.18    Employees, Independent Contractors and Consultants
	 20
	3.19    Insurance        21
	3.20    Litigation       21
	3.21    Governmental Authorizations and Regulations      21
	3.22    Subsidiaries     21
	3.23    Compliance with Environmental Requirements       21
	3.24    Corporate Documents      22
	3.25    Residence and Domicile of Sellers        22
	3.26    No Brokers       22
	3.27    Pooling of Interests     22

4.      Representations and Warranties of Buyer  23
	4.1     Organization and Good Standing   23
	4.2     Power, Authorization and Validity        23
	4.3     No Violation of Existing Agreements      23
	4.4     Compliance With Other Instruments and Laws       23
	4.5     Litigation       23
	4.6     SEC Documents    24
	4.7     Securities Act   24
	4.8     No Brokers       24
	4.9     Pooling of Interests     24
	4.10    Buyer Common Stock.      24

5.      Preclosing Covenants of Sellers  25
	5.1      25
	5.2     Advice of Changes        25
	5.3     Conduct of Business      25
	5.4     Access to Information    27

6.      Preclosing Covenants of Buyer    27
	6.1     Advice of Changes        27
	6.2     Reservation of Buyer Common Stock        27

7.      Mutual Covenants         27
	7.1     Confidentiality  27
	7.2     No Public Announcement   28
	7.3     Other Negotiations       29
	7.4     Pooling Accounting       29
	7.5     Pooling Accounting       30
	7.6     Legends  30
	7.7     Further Assurances       31

8.      Closing.         31
	8.1      31
	8.2      31
	8.3      32
	8.4      33
	8.5      33
	8.6      34
	8.7      34
	8.8      34

9.      Registration of Acquisition Consideration.       35
	9.1     Registrable Shares.      35
	9.2     Required Registration.   34
	9.3     Effectiveness; Trading Windows.  35
	9.4     Trading Clearance Procedure.     35
	9.5     Administration.  36
	9.6     Expenses.        36
	9.7     Indemnification.         36

10.     Termination of Agreement         38
	10.1    Termination      38
	10.2    Certain Effects of Termination   38

11.     Agreement to Indemnify   39

12.     Restriction of certain Sellers.  39
	12.1     39
	12.2     39
	12.3     40
	12.4     40
	12.5     42
	12.6     42

13.     Miscellaneous    42
	13.1    Governing Law.   42
	13.2    Binding upon Successors.         43
	13.3    Severability     43
	13.4    Entire Agreement         43
	13.5    Counterparts     43
	13.6    Expenses         44
	13.7    Amendment and Waivers    44
	13.8    Survival of Agreements   44
	13.9    No Waiver        44
	13.10   Notices  44
	13.11   Time     46
	13.12   Construction of Agreement        46
	13.13   No Joint Venture         46
	13.14   Pronouns         46
	13.15   Absence of Third Party Beneficiary Rights        
46

SCHEDULE 1      LIST OF SHAREHOLDERS      1

SCHEDULE 2      LIMITATION OF LIABILITY   1

SCHEDULE 3      LIST OF EMPLOYEES ENTERING INTO AMENDED         EMPLOYMENT 
AGREEMENTS        1

EXHIBIT C - Taxation Warranties   1

EXHIBIT D - Property Warranties   1

 


	ACQUISITION AND EXCHANGE AGREEMENT


	This ACQUISITION AND EXCHANGE AGREEMENT (the 
"Agreement") is entered into this 22nd day of March, 1995, by and 
among 3Com Corporation of 5400 Bayfront Plaza, M/S 1410 Santa 
Clara, CA 95052 - 8145 USA, a California corporation ("Buyer"), 
and each of the persons whose names are set out in Schedule 1 
being all the holders of "A", "B" and "C" Ordinary Shares of 
Sonix and, in the case of those listed in part II of Schedule 1, 
all the holders of options over A Ordinary Shares of Sonix 
(individually a "Shareholder" or collectively "Shareholders", and 
also referred to as "Seller" or "Sellers").


	RECITAL


A.      The Shareholders are the owners of all of the 
outstanding "A," "B" and "C" Ordinary Shares (the "Sonix Stock") 
of Sonix.  "A," "B" and "C" Ordinary Shares are the only 
outstanding classes of share capital of Sonix.  The Sonix Stock 
is sometimes referred to herein as the "Securities".
 
 B.     The persons listed in part II of Schedule 1 (the 
"Optionholders") are the holders of all outstanding options over 
any Sonix Stock.
 
 C.     Buyer wishes to acquire (the "Acquisition") the 
Sonix Stock in exchange for Common Stock of Buyer (the "Buyer 
Common Stock") pursuant to the terms of this Agreement and each 
of the Shareholders wishes to sell all Sonix Stock he, she or it 
will hold at Closing to Buyer pursuant to the terms of this 
Agreement.
 
 D.     Following the Acquisition, Sonix will be a wholly 
owned subsidiary of Buyer (the "Surviving Corporation") and each 
of the Shareholders will be a shareholder of Buyer.
 
 E.     The Acquisition is intended by the Buyer to be 
treated as a "pooling of interests" transaction for U.S. 
accounting purposes and a taxable reorganisation.
 
F.      The parties hereto desire to set forth certain 
representations, warranties and covenants made by each to the 
other as an inducement to the consummation of the Acquisition.

	AGREEMENT

	NOW, THEREFORE, in and for the consideration and 
mutual covenants set forth herein, the parties agree as follows:





1.      Definitions.
 
 1.1    "Acquisition" shall have the meaning set forth in 
the Recitals.
 
 1.2    "Acquisition Consideration" shall have the meaning 
set forth in Section 2.2(b).
 
 1.3    "Affiliate" shall have the meaning set forth in the 
rules and regulations promulgated by the Commission pursuant to 
the Securities Act.
 
 1.4    "Aggregate Purchase Price" shall have the meaning 
set forth in Section 2.1.
 
 1.5    "Business Day" means a day (other than a Saturday or 
Sunday) on which banks are open for business in both London and 
California.
 
 1.6    "Closing" and "Closing Date" shall have the meanings 
set forth in Section 2.5 [The Closing].
 
 1.7    "Closing Time" shall have the meaning set forth in 
Section 2.5.
 
 1.8    "Commission" shall mean the United States Securities 
and Exchange Commission.
 
 1.9    "Confidential Information" shall mean any 
information not in the public domain and relating to Sonix or to 
a party to this Agreement ("Disclosing Party") and which is 
disclosed to another party to this Agreement ("Receiving Party") 
and shall include, but not be limited to, trade secrets, know-
how, inventions, techniques, processes, algorithms, software 
programs, schematics, designs, contracts, customer lists, 
financial information, sales and marketing plans and business 
information.
 
 1.10   "Connected Person" has the meaning given to that 
expression in Section 839 of the Income and Corporation Taxes Act 
1988.
 
 1.11   "Exchange Act" shall mean the United States 
Securities Exchange Act of 1934, as amended.
 
 1.12   "Exchange Ratio" shall mean the number of shares of 
Buyer Common Stock to be issued for a share of Sonix Stock 
pursuant to Section 2.2.
 
 1.13   "Loan Stock" shall mean the PS 1,560,000 22.2% 
unsecured subordinated loan notes 1997 created by an instrument 
dated 12 June 1992.
 
 1.14   "Optionholders" shall mean the persons listed in 
part II of Schedule 1.
 
 1.15   "Proprietary Rights" shall have the meaning set 
forth in Section 3.8(a) [Proprietary Rights].
 
 1.16   "Securities" shall mean the Sonix Stock.
 
 1.17   "Securities Act" shall mean the United States 
Securities Act of 1933, as amended.
 
 1.18   "Sellers' Solicitors" shall mean Clifford Chance of 
200 Aldersgate Street, London EC1A 4JJ.
 
 1.19   "Sonix" shall mean Sonix Communications Limited, a 
company registered in England under No. 2711561 whose registered 
office is at Merchant's House, Wilkinson Road, Cirencester, 
Gloucestershire  GL7 1YT.       
 
 1.20   "Sonix Disclosure Schedule" means the disclosure 
letter referred to in Section 3 [Representations and Warranties 
of Sellers].
 
 1.21   "Sonix Products" shall mean all versions and 
implementations of any product which has been or is being 
manufactured, sold, distributed or marketed by Sonix or currently 
is under development, and all patents, patent applications, 
design rights, trade secrets, copyrights, trademarks, trade names 
and other proprietary rights related thereto.
 
 1.22   "Sonix Stock" shall have the meaning set forth in 
the Recitals.
 
 1.23   "Surviving Corporation" shall mean Sonix immediately 
following the Acquisition.
 
 1.24   "Transaction Documents" shall mean all documents or 
agreements required to be delivered by any party hereunder 
including the Escrow Agreement.
 
 1.25   A document expressed to be "in the agreed form" 
shall mean a document the terms of which have been approved by or 
on behalf of the parties and a copy of which has been signed for 
the purposes of identification by or on behalf of the parties.
 
 2.     Acquisition and Exchange.
 
 2.1    Acquisition and Aggregate Purchase Price
 
(a)     Subject to the terms and conditions of this 
Agreement, each of the Shareholders shall sell as beneficial 
owner or otherwise as stated in Schedule 1 the number of shares 
of Sonix Stock set out opposite such Shareholder's name in Column 
(b) of Schedule I and the Buyer shall purchase, and thereafter 
hold, such Sonix Stock, free from all options, liens, charges and 
encumbrances.
 
(b)     The Optionholders and ___ * acknowledge that 
of the _____ * shares of Sonix Stock which are registered in the 
name of ____ * an aggregate of _____ * shares are held on trust 
by him in favour of the Optionholders in accordance with their 
rights under the Sonix Executive Share Option Scheme (the 
"Scheme") and that as a result of the signature of this Agreement 
by the Buyer such options will become exercisable on _____* 
pursuant to paragraph 9(e) of the rules of the Scheme.  In 
accordance with such rights and in consideration of the agreement 
of Buyer to pay the Acquisition Consideration each of the 
Optionholders agrees that he will exercise his rights under the 
options granted to  him to acquire the number of shares of Sonix 
Stock set opposite his name in column (b) of Schedule 1 and 
_____ * undertakes that on such exercise and prior to Closing he 
shall transfer to the relevant Optionholder (or, if instructed by 
the Optionholder, to Buyer on Closing) the number of shares of 
Sonix Stock required to satisfy the obligations arising on such 
exercise.  Each of the Optionholders acknowledges that he has no 
rights to any shares of Sonix Stock other than those set opposite 
his name in Column (b) of Schedule 1.
 
(c)     The Buyer shall not be obliged to complete 
the purchase of any of the Sonix Stock hereunder unless the sale 
of all of the Sonix Stock is completed simultaneously.
 
(d)     The Sonix Stock shall be sold with the 
benefit of all rights which are attached thereto at, or which 
have or will become attached thereto after, the Closing Time.
 
(e)     The aggregate consideration for the purchase 
of the Sonix Stock by Buyer shall consist of 1,208,279 shares of 
Buyer Common Stock having an agreed aggregate value of 
$68,864,362 (the "Aggregate Purchase Price"), which shall be 
issued to the Sellers at Closing pursuant to Section 8.4 plus 
_____* which will be paid pursuant to Section 8.4.
 
 2.2    Exchange Ratio.
 
 (a)    The "Exchange Ratio" for the conversion of 
the Sonix Stock into Buyer Common Stock shall be 2.0137953:1.
 
(b)     Buyer shall acquire from each Shareholder 
such Shareholder's Sonix Stock in exchange for such number of 
fully paid and nonassessable shares of Buyer Common Stock which 
equals the Exchange Ratio multiplied by the number of shares of 
Sonix Stock to be owned at Closing by such Shareholder as set 
forth in Column (b) of Schedule I (the aggregate number of shares 
of Buyer Common Stock issued to the Shareholders pursuant hereto 
shall also be

______

	*       Confidential Treatment Requested.  Confidential 
Portion has been filed separately with the Securities 
and Exchange Commission.


referred to as the "Acquisition Consideration").  Accordingly, 
the number of such shares of Buyer Common Stock to be issued to 
each of the Shareholders shall be that number set opposite their 
respective name in Column (d) of Schedule 1.

2.3     Fractional Shares.  No fractional shares of Buyer 
Common Stock will be issued in connection with the Acquisition, 
but in lieu thereof, holders of Sonix Stock who would otherwise 
be entitled to receive a fraction of a share of Buyer Common 
Stock will receive from Buyer at Closing Time, an amount of cash 
(in pounds sterling) equal to US$56.99375 (being the issue price 
of each share of Buyer Common Stock issued pursuant to this 
Agreement) multiplied by the fraction of a share of Buyer Common 
Stock to which such holder would otherwise be entitled.  
Accordingly, each Shareholder shall receive the amount of cash 
set opposite his name in Column (e) of Schedule 1 and the number 
of shares referred to in Section 2.1(e) will be reduced by the 
number equal to the aggregate of such fractional entitlements.
 
 2.4    Escrow Agreement. (a) At the Closing Time, Buyer 
will deposit in escrow certificates representing _______* of the 
shares of the Acquisition Consideration issued to the holders of 
Sonix Stock in the Acquisition, on a pro rata basis.  Such shares 
(the "Escrow Shares") shall be held as collateral in accordance 
with the provisions of an escrow agreement (the "Escrow 
Agreement") in substantially the form of Exhibit B.
 
 2.5    The Closing.  The closing of the transactions 
contemplated by this Agreement (the "Closing") shall take place 
at the offices of Baker & McKenzie, 100 New Bridge Street, London 
EC4V 6JA at 12 noon (UK time) on May 1, 1995, or such earlier 
date being a Business Day on or after April 6, 1995, as may be 
selected by Buyer on not less than five business days' notice in 
writing to the Sellers' Solicitors (the "Closing Time").  The 
date of the Closing is hereinafter referred to as the "Closing 
Date."
 
 2.6    Without prejudice to the provisions of Sections 8.7 
and 10, the parties hereto acknowledge and agree that their 
respective obligations hereunder are not in any way conditional 
on any matter and this Agreement may not be terminated or 
rescinded as a result of any breach by any other party of its 
obligations hereunder.
 
2.7     In the event that any party fails to comply in all 
respects with its obligations under this Agreement and, without 
limitation, in particular the provisions of Section 8, such party 
hereby agrees and acknowledges that indemnification and damages 
will not be an adequate remedy for any such breach and, 
accordingly, in the event that there is any breach by a party of 
its obligations under this Agreement, any other party shall be 
entitled to apply to the Courts for an order for specific 

__________  

	*       Confidential Treatment Requested.  Confidential 
Portion has been filed separately with the Securities 
and Exchange Commission.


performance and the breaching party shall not be entitled to and 
shall not oppose 
any such action in such circumstances.


3.      Representations and Warranties of Sellers.  Except 
as otherwise set forth in the disclosure letter in the agreed 
form ("Sonix Disclosure Schedule"), each of the Sellers jointly 
and severally represents and warrants to Buyer at the date hereof 
as set forth below (the "Warranties").  No fact or circumstance 
disclosed to Buyer shall constitute an exception to these 
representations and warranties unless such fact or circumstance 
is fairly disclosed in the Sonix Disclosure Schedule.  In this 
Section 3, whenever the term "enforceable in accordance with its 
terms" or like expression is used, it is understood that excepted 
therefrom are any limitations on enforceability under applicable 
bankruptcy, insolvency, reorganization, moratorium or other laws 
of general application affecting the enforcement of creditor's 
rights and under general principles of equity (regardless or 
whether enforcement is sought in a proceedings in equity or in 
law).  The liability of the Sellers in relation to the Warranties 
shall be limited in accordance with the provisions of Schedule 2. 
 The parties hereto acknowledge that _______ * has at all times 
been a passive shareholder in Sonix and save for the receipt of 
annual audited financial statements it has not received any other 
information regarding Sonix or its business.  However, Buyer is 
only prepared to proceed with the acquisition on the terms hereof 
if all the Sellers accept an equal proportion of the risks to be 
assumed pursuant to the Warranties.  If this was not the case, 
the Buyer would have offered a lower amount as the consideration 
for all the Sonix Stock.  Accordingly but on the basis of written 
assurances received from the executive directors of Sonix, 
______ * has agreed to give the Warranties on an equal basis with 
the other Sellers.
 
 3.1    Organization.  Sonix is a limited liability company 
duly incorporated under the laws of England and has the right, 
power and authority to carry on its business as it is now being 
conducted.   The Sonix Disclosure Schedule contains a true and 
complete listing of the locations of all sales offices, 
manufacturing facilities, and any other offices or facilities 
owned or occupied by Sonix.  
 
 3.2    Capitalization.  
 
(a)     The authorized capital of Sonix consists of: 
300,001 "A" Ordinary Shares of 1p each, 240,000 "B" Ordinary 
Shares of 1p each and 60,000 "C" Ordinary Shares of 1p each, all 
of which are issued.
 
(b)     All of the outstanding Sonix Stock has been 
duly authorized and is validly issued and fully paid.  All 
outstanding Sonix Stock was issued in compliance
________  

	*       Confidential Treatment Requested.  Confidential 
Portion has been filed separately with the Securities 
and Exchange Commission.


Sonix Products or any proprietary rights incorporated therein or 
otherwise related thereto.  Sonix does not have any other shares 
of its share capital issued or outstanding and there are no 
outstanding subscriptions, options, warrants, rights or other 
agreements or commitments obligating Sonix to issue shares of its 
capital.
with applicable securities laws.  None of the outstanding shares 
was issued in consideration in whole or in part for any 
contribution, transfer or assignment of the 

(c)     Save as set out in the Sonix Disclosure 
Schedule, Sonix does not have in issue any loan capital  There is 
no outstanding right to call for the issue of any loan capital of 
Sonix.
 
 3.3    Power, Authority and Validity.  
 
(a)     None of the Sellers or Sonix is subject to or 
obligated under any charter, bylaw or contract provision or any 
license, franchise or permit, or subject to any order or decree, 
which would be breached or violated by or in conflict with the 
execution and carrying out of this Agreement and the transactions 
contemplated hereunder and under the Transaction Documents.  No 
consent of any person who is a party to a contract which is 
material to Sonix's business, nor consent of any governmental 
authority, is required to be obtained on the part of Sonix or any 
Seller to permit the transactions contemplated herein and 
continue the business activities of Sonix as previously conducted 
by Sonix without material adverse change.
 
(b)     Each Seller is, and will at Closing be, the 
lawful owner and registered holder of the number of shares of 
Sonix Stock listed opposite the name of such Seller in Schedule 
I, free and clear of all liens, encumbrances, restrictions and 
claims of every kind.  Each Seller has, and will at Closing have, 
full and legal right, power, authority and capacity to sell, 
assign, transfer and convey the shares of Sonix Stock so owned by 
him pursuant to this Agreement and the delivery to Buyer of such 
Sonix Stock held by the Seller pursuant to the provisions of this 
Agreement will transfer to Buyer valid title thereto, free and 
clear of all liens, encumbrances, restrictions and claims of 
every kind.
 
(c)     Each Seller has full and legal right, power, 
authority and capacity to execute and deliver this Agreement and 
the Transaction Documents and to carry out the sale of the Sonix 
Stock held or to be held by him and carry out the other 
transactions contemplated hereby without the need to obtain the 
consent or approval of any other party.  Following the execution 
of this Agreement, this Agreement and each of the Transaction 
Documents will constitute the legal, valid and binding 
obligations of each Seller, enforceable against such Seller in 
accordance with its terms.
 
 3.4    Financial Statements.
 
 (a)    Attached to the Sonix Disclosure Schedule are 
copies of Sonix' unaudited management accounts for the period 
ending January 31, 1995 ("Sonix Unaudited Financials") and Sonix' 
audited accounts for the year ended March 31, 1994 ("Sonix 
Audited Financials") (the Sonix Unaudited Financials and the 
Sonix Audited Financials together, the "Sonix Financial 
Statements").
 
 (b)    The Sonix Audited Financial Statements have 
been prepared and audited on a basis consistent with previous 
audited accounts in respect of prior accounting periods and in 
accordance with the law and applicable standards, principles and 
practices generally accepted in the United Kingdom (GAAP).  The 
Sonix Audited Financial Statements show a true and fair view of 
the assets, liabilities and state of affairs of Sonix at 31 March 
1994 and of the loss of Sonix for the year then ended.  The Sonix 
Unaudited Financials have been prepared on a consistent basis 
with previous management accounts.
 
 (c)    Sonix has no debt, liability, or obligation 
of any nature, whether accrued, absolute, contingent, or 
otherwise, and whether due or to become due, that is not 
reflected or reserved against in the Sonix Financial Statements, 
except for those (i) that may have been incurred after the date 
of the Sonix Unaudited Financials or (ii) that are not required 
by GAAP to be included in a balance sheet or the notes thereto, 
except that Sonix has not established any reserves with respect 
to the costs and fees associated with this Agreement and the 
transactions contemplated hereby.
 
 (d)    No part of any debt or other amount shown or 
reflected in the Sonix Financial Statements as being due to Sonix 
has been written off, written down, waived or released for an 
amount less than the book value thereof for the purposes of the 
Sonix Financial Statements.
 
 (e)    Since the date of the Sonix Unaudited 
Financials, Sonix's business has not been materially affected by 
the loss of any customer, or of any source of supply in either 
case which has been communicated to Sonix, or by the cancellation 
or loss of any order or contract which has been communicated to 
Sonix or by any other abnormal factor or event not affecting 
business carrying on businesses in a similar field of Sonix nor, 
so far as the Sellers are aware, are there any circumstances 
likely to lead thereto.
 
 (f)    The net assets of Sonix at 31 March 1995 
determined on a basis consistent with that applied in the 
preparation of the balance sheet contained in the Sonix Unaudited 
Financial Statements to the extent that such basis is consistent 
with GAAP but otherwise determined in accordance with GAAP (save 
that provision will be made for taxation and accruals for 
interest accruing on the Loan Stock will be calculated on the 
assumption that the Loan Stock is to be redeemed on 1 May 1995) 
will not be less than the net assets shown in the balance sheet 
contained in the Sonix Unaudited Financial Statements.
 
 3.5    Tax Matters.
 
 (a)    Sonix has filed all tax returns required to 
be filed by it. All such returns were prepared and filed in the 
manner required by applicable law.  All income, corporation or 
other taxes ("Taxation") due from Sonix have been paid.  There 
are no pending assessments, or claims for additional taxes that 
have not been paid.  The provisions for Taxation, if any, 
reflected on the Sonix Financial Statements are adequate and 
there are no tax liens on any property or assets of Sonix.  Since 
incorporation of the Company there have been no audits or 
examinations of any tax returns by any applicable governmental 
agency.  So far as the Sellers are aware, no state of facts 
exists which would constitute grounds for the assessment of any 
penalty or of any further Taxation liability beyond that shown on 
the tax returns that have been filed.  There are no outstanding 
agreements or waivers extending the statutory period of 
limitation applicable to any tax return for any period.
 
 (b)    All taxes which Sonix has been required to 
collect or withhold have been duly withheld or collected and, to 
the extent required, have been paid to the proper taxing 
authority.
 
 (c)    Sonix is not a party to any tax-sharing 
agreement or similar arrangement with any other party.
 
 (d)    Sonix is not currently under any contractual, 
as opposed to legal through the due operation of law, obligation 
to pay any tax obligations of, or with respect to any transaction 
relating to, any other person or to indemnify any other person 
with respect to any tax.
 
 (e)    The additional representations and warranties 
set forth on Exhibit C ("Tax Warranty") are also true and 
correct.
 
 3.6    Absence of Certain Changes or Events.  Since January 
31, 1995, Sonix has not:
 
 (a)    suffered any material adverse change in its 
financial condition or in the operations of its business or 
suffered any inadequacy of working capital;
 
 (b)    suffered any damage, destruction or loss, 
whether covered by insurance or not, materially and adversely 
affecting its properties or business
 
 (c)    granted or agreed to make any increase in the 
compensation or benefits payable or to become payable by Sonix to 
its officers or employees, except those occurring in the ordinary 
course of business;
 
 (d)    declared, or paid any dividend or made any 
other distribution on or in respect of its shares or redeemed or 
purchased any of such shares;
 
 (e)    issued any shares or any warrants, rights, 
options or entered into any commitment relating to the shares of 
Sonix except for the granting of options, details of which are 
set out in the Sonix Disclosure Schedule (the "Options");
 
 (f)    made any change in the accounting methods or 
practices it follows, whether for general financial or tax 
purposes, or any change in depreciation or amortization policies 
or rates adopted therein;
 
 (g)    sold, leased or otherwise disposed of any 
real property or any material machinery, equipment or other 
operating property other than in the ordinary course of business;
 
 (h)    sold, assigned, transferred, licensed or 
otherwise disposed of any patent, trademark, trade name, brand 
name, copyright, design right (or pending application for any 
patent, trademark, design right or copyright) invention, work of 
authorship, process, know-how, formula or trade secret or 
interest thereunder or other intangible asset except in the 
ordinary course of its business;
 
 (i)    engaged in any material activity or entered 
into any material commitment or transaction (including without 
limitation any borrowing or capital expenditure) other than in 
the ordinary course of business;
 
 (j)    incurred any material liabilities except in 
the ordinary course of business which would be required to be 
disclosed in financial statements prepared in accordance with 
GAAP;
 
 (k)    charged or otherwise encumbered any of its 
property or assets except in the manner permitted under 
Section 3.7 [Title and Related Matters] hereof, and other than in 
relation to any purchase money security interests incurred in the 
ordinary course of business;
 
 (l)    made any capital expenditure or commitment 
for additions to property, plant or equipment individually in 
excess of PS 6,500, or in the aggregate, in excess of PS 32,250;
 
 (m)    paid (other than salaries and other 
remuneration payable under the employment contracts or directors' 
fees payable under the Articles of Association of Sonix disclosed 
in the Sonix Disclosure Schedule and expenses incurred in the 
proper performance of the business of Sonix), loaned or advanced 
any amount to, or sold, transferred or leased any properties or 
assets to, or entered into any agreement or arrangement with any 
of its Affiliates, officers, directors or shareholder or any 
Affiliate or associate of any of the foregoing;
 
 (n)    agreed to take any action described in this 
Section 3.6 or outside of its ordinary course of business or 
which would constitute a breach of any of the Warranties;
 
 (o)    No order has been made nor has any resolution 
been passed for the winding up of Sonix and nor is there 
outstanding any petition for the administration or the winding up 
of Sonix or any receivership of the whole or any part of the 
undertaking or assets of Sonix.  There are no circumstances which 
would entitle any person to present a petition for the 
administration or the winding up of Sonix or to appoint a 
receiver or administrator of the whole or any part of its 
undertaking or assets.  Sonix is not insolvent as defined in 
Section 123 of the Insolvency Act 1986 and has not entered into 
any scheme of arrangement or voluntary or other arrangement with 
any of its creditors.
 
 3.7    Title and Related Matters.  
 
 (a)    Other than in relation to leased assets 
details of which are set out in the Disclosure Schedule and the 
Property (as defined in Exhibit D hereto), each material asset 
included in the Sonix Financial Statements (other than those, 
including stock, disposed of since January 31 1995) and each 
material asset acquired by the Company since that date:
 
(i)     is legally and beneficially owned by 
Sonix free from any charges or encumbrances; and
 
(ii)    is, where capable of possession, in the 
possession or under the control of Sonix.
 
 (b)    All real or personal property leases to which 
Sonix is a party are valid, binding, enforceable and effective in 
accordance with their respective terms.  There is not under any 
of such leases any existing material default of Sonix, or so far 
as the Sellers are aware, any material default of the other 
parties to such leases or, so far as the Sellers are aware, any 
other event of default or event which, with notice or lapse of 
time or both, would constitute a material default.
 
 (c)    The Sonix Disclosure Schedule contains a 
description of all real property leased or owned by Sonix, 
describing its interest in said property and with respect to the 
leasehold property a description of each parcel and a summary 
description of the buildings, structures and improvements 
thereon.  True and correct copies of Sonix's leases have been 
provided to Buyer or its representatives.
 
 (d)    The additional representations and warranties 
of Sellers set forth on Exhibit D are true and correct.
 
 3.8    Proprietary Rights.
 
 (a)    Sonix owns all right, title and interest in 
and to, or valid licenses for use of, all patents, copyrights, 
design rights, technology, software, software tools, know-how, 
processes, trade secrets, trademarks, service marks, trade names 
and other proprietary rights used in the conduct of its business 
as conducted to the date hereof including, without limitation, 
the technology and all proprietary rights developed or discovered 
or used in connection with or contained in the Sonix Products, 
free and clear of all liens, encumbrances (including without 
limitation distribution rights) or, so far as the Sellers are 
aware, claims (all of which are referred to as "Proprietary 
Rights").  The foregoing representation as it relates to Third 
Party Technology (as hereinafter defined) is limited to Sonix's 
interest pursuant to the Third Party Licenses (as hereinafter 
defined), all of which are valid and enforceable and in full 
force and effect and which grant Sonix such rights to Third Party 
Technology as are employed in the business of Sonix as conducted 
to the date of this Agreement.  The Sonix Disclosure Schedule 
contains an accurate description of (i) all patents, trademarks 
(with separate listings of registered and unregistered 
trademarks), trade names, and copyrights in or related to the 
Sonix Products, all applications and registration statements 
therefor, and a list of all licences and other agreements 
relating thereto, and (ii) a list of all licenses and other 
agreements with third parties (the "Third Party Licences") 
relating to any software, inventions, technology, know-how, or 
processes and all intellectual property rights in respect thereof 
(a) that Sonix is licensed or otherwise authorized by such third 
parties to use, market, distribute or incorporate into the Sonix 
Products (such software, inventions, technology, know-how and 
processes and all intellectual property rights in respect thereof 
are collectively referred to as the "Third Party Technology") and 
(b) that third parties are licensed or otherwise authorised by 
Sonix to use, market, distribute or incorporate into products 
distributed by those third parties.  All of Sonix's trademark or 
trade name registrations related to the Sonix Products and all of 
Sonix's copyrights in any of the Sonix Products are valid and in 
full force and effect; and consummation of the transactions 
contemplated hereby will not alter or impair any such rights.  
Sonix has not received notice of any claim which has been 
asserted against Sonix (and the Sellers are not aware of any 
claims which are likely to be asserted against Sonix or which 
have been asserted against others) by any person challenging 
Sonix's use, possession, manufacture, sale or distribution of 
Sonix Products under any patents, trademarks, trade names, 
copyrights, design rights, trade secrets, software, technology, 
know-how or processes utilized by Sonix (including, without 
limitation, the Third Party Technology) or challenging or 
questioning the validity or effectiveness of any license or 
agreement relating thereto (including, without limitation, the 
Third Party Licences).  So far as the Sellers are aware, there is 
no valid basis for any claim of the type specified in the 
immediately preceding sentence which is likely in any material 
way to interfere with the continued enhancement and exploitation 
by Sonix of any of the Sonix Products.  So far as the Sellers are 
aware, none of the Sonix Products nor the use or exploitation of 
any patents, trademarks, trade names, copyrights, design rights, 
software, technology, know-how or processes by Sonix in its 
current business, infringes on the rights of, constitutes 
misappropriation of any proprietary information or intangible 
property right of any third person or entity, including without 
limitation any patent, trade secret, copyright, design right, 
trademark or trade name of any third person.  So far as the 
Sellers are aware none of Sonix Proprietary Rights is or has been 
infringed by any third party and no third party has threatened 
any such infringement.
 
 (b)    Sonix has not granted any third party any 
right to manufacture, reproduce, distribute, market or exploit 
any of the Sonix Products or any adaptations, translations, or 
derivative works based on the Sonix Products or any portion 
thereof.
 
 (c)    All designs, drawings, specifications, source 
code, object code, documentation, flow charts and diagrams 
incorporating, embodying or reflecting any of the Sonix Products 
at any stage of their development (the "Sonix Components") were 
written, developed and created solely and exclusively by 
employees of Sonix without the assistance of any third party or 
entity or were created by third parties who have assigned 
ownership of their rights to Sonix by means of confidentiality 
and invention assignment agreements or otherwise licenced the 
same to Sonix pursuant to the Third Party Licences, copies of 
which have been delivered to Buyer.  Sonix has at all times 
disclosed or otherwise dealt with trade secrets and other 
confidential information relating to Sonix Products in a manner 
which is generally consistent with the terms of the agreements 
disclosed in the Sonix Disclosure Schedule which contain specific 
provisions governing such matters.  Sonix is not a party to any 
agreement requiring Sonix to place in escrow, or otherwise to 
permit any third party to use or have access to, the source code 
to any software owned by Sonix.
 
 (d)    So far as the Sellers are aware, no employee 
of Sonix is in violation of any term of any confidentiality and 
invention assignment agreement referred to in (c) above.
 
 (e)    Each person presently or previously employed 
or engaged by Sonix (including independent contractors, if any) 
with access to confidential information has executed a 
confidentiality and non-disclosure agreement pursuant to the form 
of agreement previously provided to Buyer or its representatives. 
 Such confidentiality and non-disclosure agreements constitute 
valid and binding obligations of Sonix and, so far as the Sellers 
are aware, such person, enforceable in accordance with their 
respective terms.
 
 (f)    No product liability or warranty claims which 
individually or in the aggregate is likely to exceed PS 16,200 have 
been communicated to or threatened against Sonix nor, so far as 
the Sellers are aware, is there any specific situation, set of 
facts or occurrence that provides a basis for such claim.  The 
Sonix Disclosure Schedule sets forth all critical bugs known to 
Sonix in the Sonix Products.  For the purposes of this Section 
(f), critical bugs are bugs which would result in a material 
corruption or loss of data or cause the device to malfunction in 
a material manner.
 
 (g)    None of the Proprietary Rights are subject to 
any restrictions of use or ownership which would require consent 
of third parties to the Acquisition or which would give a 
contractual or legal right to any third party to alter such right 
as a result of the Acquisition.
 
 (h)    Any rights enjoyed by ______* under the 
__________             * or any agreement entered into in 
pursuance of such memorandum have been transferred to Sonix.
 
 3.9    Bank Accounts.  The Sonix Disclosure Schedule sets 
forth the names and locations of all banks, trusts, companies, 
savings and loan associations, and other financial institutions 
at which Sonix maintains accounts of any nature and the names of 
all persons authorized to draw thereon or make withdrawals 
therefrom.  No overdraft or other financial facilities available 
to or drawn by Sonix are or will at the Closing be secured by, or 
dependent on, any guarantee or security provided by any Seller or 
any other third party, nor is there anything known to the Sellers 
(not having made any specific enquiry) which would suggest that 
any financial facility available to Sonix is likely to be 
withdrawn or its terms adversely affected, whether as a result of 
the Closing of this Agreement or otherwise.  No loans have been 
or will prior to the Closing be made by Sonix in breach of the 
Consumer Credit Act 1974.
 
 3.10   Contracts.
 
 (a)    Except as set forth in the Sonix Disclosure 
Schedule, Sonix has no agreements, contracts or commitments that 
provide for the sale, licensing or distribution by Sonix of any 
of its products, inventions, technology, know-how, trademarks or 
trade names except in the ordinary course of its business.  True 
and correct copies of each document or instrument described in 
the Sonix Disclosure Schedule pursuant to this Section 3.10(a) 
have been made available to Buyer or its representatives.
 
 (b)    Except as listed in the Sonix Disclosure 
Schedule, Sonix has no agreements, contracts or commitments that 
call for fixed and/or contingent payments or expenditures by or 
to Sonix of more than PS 16,200.  True and correct copies of each 
document or instrument set forth in the Sonix Disclosure Schedule 
pursuant to this Section 3.10(b) have been made available to 
Buyer or its representatives.
 
(c)     Sonix has no purchase agreement, contract or 
commitment that calls for fixed and/or contingent payments by 
Sonix that are in excess of the normal, ordinary and usual 
requirements of business.

__________
*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.



 (d)    There is no outstanding sales contract, 
commitment or proposal (including, without limitation, porting 
and development projects) of Sonix that is currently expected to 
result in any material loss to Sonix (before allocation of 
overhead and administrative costs) upon completion or performance 
thereof.
 
 (e)    Sonix has no outstanding agreements, 
contracts or commitments with officers, employees, agents, 
consultants, advisors, salesmen, sales representatives, 
distributors, dealers or other contractors that are not 
terminable by Sonix at its option on notice of not longer than 
thirty (30) days and without liability, penalty or premium.
 
 (f)    Sonix is not a party to any collective 
bargaining or other agreements, contracts, arrangements or 
commitments with any trade union or employees' organisation.
 
 (g)    Sonix is not restricted by agreement from 
competing with any person or from carrying on its business 
anywhere in the world.
 
 (h)    Sonix is under no liability or obligation, 
and no such outstanding claim has been made, with respect to the 
return to Sonix of inventory or merchandise in the possession of 
wholesalers, distributors, retailers, or other customers, except 
such liabilities, obligations and claims as, in the aggregate, do 
not exceed PS 16,200.
 
 (i)    Sonix has not guaranteed any obligations of 
other persons or made any agreements to acquire or guarantee any 
obligations of other persons.
 
 (j)    Sonix has no outstanding loan or advance to 
any person; nor is it party to any line of credit, standby 
financing, revolving credit or other similar financing 
arrangement of any sort which would permit the borrowing by Sonix 
of any sum not reflected in the Sonix Financial Statements.
 
 (k)    All material contracts, agreements and 
instruments to which Sonix is a party are valid, binding, in full 
force and effect and enforceable by Sonix in accordance with 
their respective terms.  No such material contract, agreement or 
instrument contains any material liquidated-damages, penalty or 
similar provision.  So far as the Sellers are aware, no party to 
any such material contract, agreement or instrument intends to 
cancel, withdraw, modify or amend such contract, agreement or 
arrangement.
 
 (l)    The Sonix Disclosure Schedule lists all 
material agreements pursuant to which Sonix has agreed to 
manufacture for or supply to any third party any Sonix Products 
or components thereto.  True and correct copies of each document 
or instrument listed on the Sonix Disclosure Schedule pursuant to 
this Section 3.10(l) have been provided to Buyer or its 
representatives.  The Sonix Disclosure Schedule also lists each 
person who manufactures for or supplies to Sonix any material 
product or component included in the Sonix Products or is the 
sole source for any product or component included in the Sonix 
Products.
 
 (m)    Sonix is not in default under or in breach or 
violation of, nor, to Sonix's knowledge, is there any valid basis 
for any claim of default by Sonix under, or such breach or 
violation by Sonix of, any contract, commitment or restriction to 
which Sonix is a party in all such cases where such defaults, 
breaches, or violations would, in the aggregate, have a material 
adverse effect on the operations, assets, financial condition or 
prospects of Sonix.  To Sonix's knowledge, no other party is in 
default under or in breach or violation of, nor is there any 
valid basis for any claim of default by any other party under or 
any breach or violation by any other party of, any material 
contract, commitment, or restriction to which Sonix is bound in 
all such cases where such defaults, breaches, or violations 
would, in the aggregate, have a material adverse effect on the 
operations, assets, financial condition or prospects of Sonix.
 
 (n)    All agreements, contracts and commitments 
(the "Material Contracts") listed or described in the Sonix 
Disclosure Schedule pursuant to this Section 3.10 do not contain 
provisions which would require consent of third parties to the 
Acquisition or which would give a contractual or legal right to 
alter the current terms thereof as a result of the Acquisition.
 
 (o)    All payments due under the ______  
		       * have been paid in full and there are no 
circumstances which would entitle _______ * to rescind the 
Agreement.
 
 (p)    All sums which have become due and payable 
under _____________  * and the Disclosure Schedule sets out 
details of sums which shall become due and payable thereunder 
____________                           *
 
 (q)    None of the _________ * has any liability 
(actual or contingent) or has any continuing obligations under or 
in respect of that agreement.
 
3.11    Orders, Commitments and Returns.  All accepted and 
unfilled orders entered into by Sonix for the sale or license of 
any Sonix Products, and all agreements, contracts, or commitments 
for the purchase of supplies by Sonix, were made in the ordinary 
course of business.  No outstanding purchase or outstanding lease 
commitment of Sonix is in excess of the normal, ordinary and 
usual requirements of its business.


_________  

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.



3.12    Compliance With Law.  Sonix is in compliance with 
all applicable laws and regulations in all material respects 
(meaning, for the purposes of this paragraph 3.12, there has been 
no non-compliance the consequences of which would have a material 
adverse effect on the operations, assets or financial condition 
of Sonix.  Neither Sonix nor, to Sonix's knowledge, any of its 
employees has directly or indirectly paid or delivered any fee, 
commission or other sum of money or item of property, however 
characterized, to any finder, agent, government official or other 
party in the United States or any other country, that was or is 
in violation of any federal, state, or local statute or law or of 
any statute or law of any other country having jurisdiction.  
Sonix has not participated directly or indirectly in any boycotts 
or other similar practices affecting any of its customers.  Sonix 
has complied at all times with any and all applicable laws and 
regulations including, without limitation, those relating to the 
importation or exportation of its products.
 
 3.13   Controlled Foreign Corporation.  Sonix has never 
been and at no time prior to the Closing will ever be a 
"controlled foreign corporation" within the meaning of Section 
957(a) of the Internal Revenue Code of 1986, as amended.
 
 3.14   Labor Difficulties; No Discrimination.
 
(a)     Sonix is not in material violation of any 
applicable laws respecting employment and employment practices, 
terms and conditions of employment, and wages and hours.
 
(b)     There is no strike, labor dispute, slowdown, 
or stoppage actually pending or threatened against Sonix.
 
(c)     Sonix has not experienced any material labour 
disputes or industrial action.
 
(d)     There is and has been no claim against Sonix 
based on actual or alleged race, age, sex, disability, harassment 
or discrimination, or similar tortious conduct, nor, so far as 
the Sellers are aware, is there any basis for any such claim.
 
(e)     There is no unfunded prior service cost with 
respect to any bonus, deferred compensation, pension, 
profit-sharing, retirement, stock purchase, stock option, or 
other employee benefit or fringe benefit plans, whether formal or 
informal, maintained by Sonix.
 
(f)     No circumstances have arisen under which 
Sonix is likely to be required to pay damages for wrongful 
dismissal, to make any statutory redundancy payment or any 
payment in respect of unfair dismissal, to make any other payment 
under the Employment Protection (Consolidation) Act 1978 (as 
amended) or to reinstate or re-engage any former employees.  So 
far as the Sellers are aware, there are no pending or threatened 
claims of any type against Sonix by any existing or former 
employees.
 
(g)     Sonix has neither given notice of any 
redundancies to the Secretary of State not started consultations 
with any independent trade union within the period of one year 
prior to the date hereof.
 
(h)     The Sonix Disclosure Schedule contains 
details of
 
(i)     the total number of Sonix's employees 
(including any such on maternity leave or absent because of 
disability or other long-term leave of absence and who have or 
may have a right to return to work with Sonix;
 
(ii)    the name, date of start of employment, 
period of continuous employment (if different), salary and other 
benefits of each such employee; and
 
(iii)   the terms of the contract of each 
director, other officer and employee of Sonix.
 
(i)     Other than as disclosed in relation to 
paragraph (l) above, Sonix does not have and is not proposing to 
introduce a share incentive, option, profit sharing, bonus or 
other incentive scheme for or any unfunded obligations accruing 
for the benefit of any of its directors, other officers or 
employees.
 
 3.15   Pension Warranties
 
 (a)    The Sonix Communications Limited Group 
Retirement Benefit Scheme arranged with Equity & Law Life 
Assurance Society ("the Sonix Scheme") is and has been since its 
establishment an occupational money purchase pension scheme.  The 
Sonix Communications Limited Group Personal Pension Plan arranged 
with the Norwich Union Life Insurance Society ("the Sonix Plan") 
is and has been since its establishment a group personal pension 
arrangement.  Sonix is the principal employer of the Sonix Scheme 
and the only employer which has participated or is currently 
participating in the Sonix Scheme.  Sonix is the only employer 
which contributes to or has contributed to the Sonix Plan.
 
 (b)    Sonix has supplied to the Buyer all material 
details relating to the Sonix Scheme and the Sonix Plan (together 
"the Schemes") and has disclosed to the Buyer complete and 
accurate details of all contributions payable or prospectively 
payable to the Schemes.
 
 (c)    (i)     The Sonix Scheme complies with and has 
at all times complied with the provisions of the relevant 
legislation and the requirements of the Pension Schemes Office 
and, if applicable, of the Occupational Pensions Board, affecting 
schemes approved or capable of approval under Chapter I of Part 
XIV of the Income and Corporation Taxes Act 1988 ("ICTA") and, if 
applicable, contracted-out under the Pension Schemes Act 1993.  
There is no reason why such approval may be withdrawn or not 
obtained.  Sonix and the trustees (if any) of the Sonix Scheme 
have duly complied with their respective obligations under the 
trust deeds and the rules or other governing documentation 
thereof and under the aforementioned legislation and 
requirements.
 
 (ii)   So far as the Sellers are aware, the 
Sonix Plan complies with and has at all times complied with the 
provisions of the relevant legislation and the requirements of 
the Pension Schemes Office and, if applicable, of the 
Occupational Pensions Board, affecting schemes approved or 
capable of approval under Chapter IV of Part XIV of ICTA and, if 
applicable, contracted-out under the Pension Schemes Act 1993.  
So far as the Sellers are aware, there is no reason why such 
approval may be withdrawn or not obtained.  So far as the Sellers 
are aware, Sonix and the trustees (if any) of the Sonix Plan have 
duly complied with their respective obligations under the trust 
deeds and the rules or other governing documentation thereof and 
under the aforementioned legislation and requirements.
     
 (d)    All amounts due to the trustees (if any) of 
the Schemes or to any employee (including any director or other 
officer) or to any insurance company in connection with the 
Schemes have been paid.  All contributions made to the Schemes 
have been eligible for and have received tax relief.  All 
contributions paid to the Schemes since their respective 
establishment have been paid in accordance with any guarantees, 
promises, or undertakings given (either orally or in writing, and 
whether or not legally binding) to the employees, directors or 
other officers of Sonix.
 
 (e)    (i)     Neither Sonix nor the trustees (if any) 
of the Sonix Scheme are engaged in any litigation or arbitration 
proceedings in respect of the Sonix Scheme or any retirement 
benefits scheme (as defined in Section 611 of ICTA) or any 
benefit provided thereunder in relation to any person who is now 
or has been an employee, director or other officer of Sonix and 
Sonix has not been notified of any current submissions or 
referrals to the Pensions Ombudsman or to the Occupational 
Pensions Advisory Service in respect of such retirement benefit 
scheme.
 
 (ii)   So far as the Sellers are aware, neither 
Sonix nor the trustees (if any) of the Sonix Plan are engaged in 
any litigation or arbitration proceedings in respect of the Sonix 
Plan or any benefit provided thereunder in relation to any person 
who is now or has been an employee, director or other officer of 
Sonix and so far as the Sellers are aware, there are no current 
submissions or referrals to the Pensions Ombudsman or to the 
Occupational Pensions Advisory Service in respect of the Sonix 
Plan.
 
 (f)    There has been no infringement of any legal 
requirements relating to equality of pay or the treatment of male 
and female employees, directors or other officers of Sonix 
(whether directly or indirectly) in relation to the Sonix Scheme 
including, without prejudice to the generality of the foregoing, 
Article 119 of Treaty of Rome and there is and always has been an 
equal normal retirement date under the Sonix Scheme.
 
 (g)    Other than the Schemes, there are and have 
been no pension, life assurance benefits, disability benefits or 
similar schemes, arrangements or obligations for or in respect of 
any of the employees, directors or other officers of Sonix and 
Sonix has no obligation (whether legally binding or established 
by custom) to pay any pension or make any other payment after 
retirement or death or otherwise to provide "relevant benefits" 
within the meaning of Section 612 of ICTA to or in respect of any 
person who is now or has been an employee, director or other 
officer of Sonix and Sonix is not a party to any scheme or 
arrangement having as its purpose or one of its purposes the 
making of payments or the provision of benefits as aforesaid.  
Furthermore, without prejudice to the generality of the 
foregoing, other than the Sonix Plan, Sonix has no obligation or 
liability (whether legally binding or established by custom) to 
contribute to any personal pension scheme approved under Chapter 
IV of Part XIV of ICTA in respect of any person who is now or has 
been an employee, director or other officer of Sonix.
 
 3.16   Trade Regulation.  In the last twelve months, Sonix 
has not terminated its relationship with or refused to ship Sonix 
Products to any dealer, distributor, OEM, third party marketing 
entity or customer which had theretofore paid or been obligated 
to pay Sonix in excess of PS 6,500 over any consecutive twelve (12) 
month period.  All of the prices charged by Sonix in connection 
with the marketing or sale of any products or services have been 
in compliance with all applicable laws and regulations.  No 
claims have been communicated or threatened against Sonix with 
respect to wrongful termination of any dealer, distributor or any 
other marketing entity, discriminatory pricing, price fixing, 
unfair competition, false advertising, or any other violation of 
any laws or regulations relating to anti-competitive practices or 
unfair trade practices of any kind, and, so far as the Sellers 
are aware, there are no specific facts likely to provide any 
basis for any such claim.
 
 3.17   Insider Transactions.  No Affiliate of Sonix has any 
interest in (i) any material equipment or other property, real or 
personal, tangible or intangible, including, without limitation, 
any item of intellectual property, used in connection with or 
pertaining to the business of Sonix, or (ii) any creditor, 
supplier, customer, manufacturer, agent, representative, or 
distributor of products of Sonix; provided, however, that no such 
Affiliate or other person shall be deemed to have such an 
interest solely by virtue of the ownership of less than 1% of the 
outstanding stock or debt securities of any publicly-held 
company, the stock or debt securities of which are traded on a 
recognized stock exchange or quoted on the National Association 
of Securities Dealers Automated Quotation System.
 
 3.18   Employees, Independent Contractors and Consultants. 
 The Sonix Disclosure Schedule lists and describes all currently 
effective agreements concluded with independent contractors or 
consultants to which Sonix is a party relating to Sonix Products. 
 True and correct copies of all such written agreements have been 
provided to Buyer or its representatives.
 
 3.19   Insurance.  The Sonix Disclosure Schedule contains a 
list of the principal policies of fire, liability and other forms 
of insurance held by Sonix.  Sonix has complied with all 
recommendations and notices made in respect of the maintenance of 
such policies.  So far as the Sellers are aware, Sonix has not 
done anything, either by way of action or inaction, that might 
invalidate such policies in whole or in part.
 
 3.20   Litigation.  There are no existing suits, actions or 
proceedings or, so far as the Sellers are aware, any pending or 
threatened against or affecting Sonix or which questions or 
challenges the validity of this Agreement or the Transaction 
Documents.  There is no judgment, decree, injunction, rule or 
order of any court, governmental department, commission, agency, 
instrumentality or arbitrator outstanding against Sonix.
 
 3.21   Governmental Authorizations and Regulations.  All 
licences, franchises, permits and other governmental 
authorizations held by Sonix and material to its business are 
valid and sufficient for the business presently carried on by 
Sonix.
 
 3.22   Subsidiaries.  Sonix has no subsidiaries.  Sonix has 
never owned or controlled (directly or indirectly) any capital 
stock, bonds or other securities of, and does not have any 
proprietary interest in, any other corporation, general or 
limited partnership, firm, association or business organisation, 
and Sonix has never controlled (directly or indirectly) the 
management or policies of any other corporation, partnership, 
firm, association or business organisation.
 
 3.23   Compliance with Environmental Requirements.  Sonix 
has obtained all material permits, licenses and other 
authorizations which are required to be obtained by it under 
applicable laws relating to pollution or protection of the 
environment, including laws or provisions relating to emissions, 
discharges, releases or threatened releases of pollutants, 
contaminants, or hazardous or toxic materials, substances, or 
wastes into air, surface water, groundwater, or land, or 
otherwise relating to the manufacture, processing, distribution, 
use, treatment, storage, disposal, transport, or handling of 
pollutants, contaminants or hazardous or toxic materials, 
substances, or wastes.  Except as set forth in the Sonix 
Disclosure Schedule, Sonix is in material compliance with all 
terms and conditions of such permits, licenses and 
authorizations.  Except as set forth in the Sonix Disclosure 
Schedule, Sonix is not aware of, nor has Sonix received notice 
of, any conditions, circumstances, activities, practices, 
incidents, or actions which may form the basis of any claim, 
action, suit, proceeding, hearing, or investigation of, by, 
against or relating to Sonix, based on or related to the 
manufacture, processing, distribution, use, treatment, storage, 
disposal, transport, or handling, or the emission, discharge, 
release or threatened release into the environment, of any 
pollutant, contaminant, or hazardous or toxic substance, material 
or waste.
 
 3.24   Corporate Documents.  Sonix has furnished to Buyer 
for its examination: (i) copies of its Memorandum of Association 
and Articles of Association (having attached thereto copies of 
all resolutions and agreements referred to in Section 380(2) of 
the Companies Act 1985); (ii) its Minute Book containing all 
records required to be set forth of all proceedings, consents, 
actions, and meetings of the shareholders, the board of directors 
and any committees thereof; (iii) all material permits, orders, 
and consents issued by any regulatory agency with respect to 
Sonix, or any securities of Sonix, and all applications for such 
permits, orders, and consents; and (iv) the register of members 
and other statutory registers of Sonix setting forth inter alia 
all transfers of its shares since incorporation.  All such books 
and registers and other corporate records of Sonix are complete 
and accurate in all material respects, and the signatures 
appearing on all documents contained therein are the true 
signatures of the persons purporting to have signed the same.  
All actions reflected in such books and records were duly and 
validly taken in compliance with the laws of the applicable 
jurisdiction. 
 
 3.25   Residence and Domicile of Sellers.  The location set 
forth next to each Seller's name in Schedule I is such Seller's 
place of legal residence or domicile of each Seller.
 
 3.26   No Brokers.  Except for Alex Brown & Sons, neither 
Sonix nor any Sonix shareholder is obligated for the payment of 
fees or expenses of any broker or finder in connection with the 
origin, negotiation or execution of this Agreement or in 
connection with any transaction contemplated hereby or thereby. 
 
 3.27   Pooling of Interests.  
 
 (a)    Sonix is autonomous and has not been a 
subsidiary or division of another corporation within two years 
before the plan of combination is initiated.
 
 (b)    All grants of options to Optionholders have 
been made in the ordinary course as part of regular performance 
and compensation reviews and not in contemplation of the 
Acquisition.
 
 (c)    Sonix has not changed the equity interest of 
its voting common stock in contemplation of effecting the 
combination either within two years before the plan of 
combination is initiated or between the date the combination is 
initiated and consummated; changes in contemplation of effecting 
the combination may include distributions to stockholders and 
additional issuances, exchanges, and retirements of securities, 
including stock option grants.
 
 (d)    Sonix has not reacquired any shares in its 
capital in the last two years and nor is it under any current 
obligation to do so.
 
 (e)    Sonix has not entered into any other 
financial arrangements for the benefit of the former stockholders 
of Sonix, such as a guaranty of loans secured by stock issued in 
the combination.
 
 4.     Representations and Warranties of Buyer.  Buyer 
represents and warrants to Sellers that:
 
 4.1    Organization and Good Standing.  Buyer is a 
corporation duly organized, validly existing and in good standing 
under the laws of the State of California and has the right, 
power and authority to carry on its business as now conducted.  
 
 4.2    Power, Authorization and Validity.  Buyer has the 
right, power, legal capacity and authority to enter into and 
perform its obligations under this Agreement and the other 
Transaction Documents to which it is a party.  The execution and 
delivery of this Agreement and the other Transaction Documents 
have been, or will have been prior to the Closing, duly and 
validly approved and authorized by the Board of Directors of 
Buyer.  No authorization or approval, governmental or otherwise, 
is necessary in order to enable Buyer to enter into and to 
perform the terms of this Agreement or the other Transaction 
Documents on its part to be performed.  This Agreement is, and 
the other Transaction Documents when executed and delivered by 
Buyer shall be, the valid and binding obligations of Buyer 
enforceable in accordance with their respective terms.
 
 4.3    No Violation of Existing Agreements.  Neither the 
execution and delivery of this Agreement nor the consummation of 
the transactions contemplated hereby will conflict with, or 
result in a material breach or violation of, any provision of 
Buyer's Articles of Incorporation, or its Bylaws, as currently in 
effect, any instrument or contract to which Buyer is a party or 
by which it is bound, or any federal, state or local judgment, 
writ, decree, order, statute, rule or regulation applicable to 
it.  Neither the execution and delivery of this Agreement, nor 
any Agreement attached hereto as an Exhibit, nor the consummation 
of the transactions contemplated hereby or thereby will directly 
have a material adverse effect on the operations, assets, 
financial condition or prospects of Buyer.
 
 4.4    Compliance With Other Instruments and Laws.  Buyer 
is not in violation of any provisions of its Articles of 
Incorporation or Bylaws as currently in effect or in effect at 
the Closing, or any federal, state or local judgment, writ, 
decree, or order applicable to Buyer.
 
 4.5    Litigation.  There is no suit, action, proceeding, 
claim or investigation pending or, so far as Buyer is aware, 
threatened against Buyer before any court or administrative 
agency which could have a material adverse effect on the 
operations, assets, financial condition or prospects of Buyer or 
which questions or challenges the validity of this Agreement and 
which is not set forth in the SEC Documents (as defined below).
 
 4.6    SEC Documents.  Buyer has delivered to Sonix true, 
accurate and complete copies of Buyer's most recent reports on 
Forms 10-K, 10-Q and any report on Form 8-K filed since Buyer's 
most recent 10-Q (collectively, the "SEC Documents").  As of 
their respective filing dates, the SEC Documents complied in all 
material respects with the requirements of the Exchange Act or 
the Securities Act, as applicable, and the rules and regulations 
adopted thereunder, respectively and taken together, the SEC 
Documents contain no untrue statement of a material fact and did 
not omit to state a material fact required to be stated therein 
or necessary to make the statements made therein, in light of the 
circumstances in which they were made, not misleading except to 
the extent corrected by a subsequently filed SEC Document.
 
 4.7    Securities Act.  Buyer acknowledges that the 
Securities have not been registered under the Securities Act and 
are being acquired by it in a transaction exempt from the 
registration requirements thereof.  Buyer further acknowledges 
that it has received all information it desires concerning Sonix, 
the Securities and any other matter it deems relevant or material 
to an investment in the Securities.  Buyer is an "accredited 
investor" within the meaning of Rule 501(a)(3) of Regulation D 
under the Securities Act having such knowledge and experience in 
financial and business matters as to be capable of evaluating the 
merits and risks of an investment in the Securities and is able 
to bear the economic risk of investment in the Securities 
indefinitely.  Buyer is acquiring the Securities for its own 
account for the purpose of investment and not with a view to any 
distribution, or participation in any distribution, of the 
Securities.  Buyer will not offer, sell, transfer or otherwise 
dispose of any Securities or any interest therein except in 
accordance with the Securities Act and any applicable state 
securities or "blue sky" laws.  Buyer agrees that the 
certificates representing the Securities may bear legends to the 
effect that the Securities have not been registered under the 
Securities Act and that neither the Securities not any interest 
therein may be offered, sold, transferred or otherwise disposed 
of except in accordance with the Securities Act and any 
applicable state securities or "blue sky" laws.
 
 4.8    No Brokers.  Buyer is not obligated for the payment 
of fees or expenses of any broker or finder in connection with 
the origin, negotiation or execution of this Agreement or the 
other Transaction Documents or in connection with any transaction 
contemplated hereby or thereby.
 
 4.9    Pooling of Interests.  To its knowledge, neither 
Buyer nor any of its Affiliates has, through the date of this 
Agreement, taken or agreed to take any action which would prevent 
Buyer from accounting for the business combination to be effected 
by the Acquisition as a pooling of interests.
 
 4.10   Buyer Common Stock. The Buyer Common Stock, when 
issued to the Sellers at Closing in compliance with the 
provisions of this Acquisition Agreement, will be duly 
authorized, validly issued, fully paid and nonassessable and, to 
Buyer's knowledge, will be free of any liens, encumbrances or 
restrictions on transfer caused or created by Buyer, other than 
as set forth in or contemplated by this Acquisition Agreement, or 
the exhibits attached thereto and the Escrow Agreement.
		
 5.     Preclosing Covenants of Sellers.
		
 5.1    The executive directors of Sonix agree that prior to 
Closing and receipt of written notice from Buyer they will use 
their reasonable endeavours to procure that Sonix shall obtain 
any and all consents necessary for the continued use, commercial 
exploitation, enjoyment and benefit of the Material Contracts and 
the Proprietary Rights by Sonix to such extent as enjoyed by 
Sonix prior to the date of this Agreement provided that the 
executive directors of Sonix shall not be required to take any 
such action prior to Closing if, in their reasonable opinion, 
they consider that it may be prejudicial to the business of 
Sonix.
 
 5.2    Advice of Changes.  Each of the Sellers will as soon 
as reasonably practicable after becoming aware of the same advise 
Buyer in writing of any event occurring subsequent to the date of 
this Agreement which would render any representation or warranty 
of the Sellers contained in this Agreement, untrue or inaccurate 
in any material respect.
 
 5.3    Conduct of Business.  Until the Closing, (so far as 
they are able as Shareholders) each of the Sellers shall cause 
Sonix to, continue to conduct its business and maintain its 
business relationships in the ordinary and usual course and will 
not, without the prior written consent of Buyer such consent not 
to be unreasonably withheld or delayed:
 
 (a)    borrow any money which borrowings exceed in 
the aggregate PS 13,000 other than under the terms of the existing 
agreement with Kellock;
 
 (b)    incur or commit to incur any capital 
expenditures in excess of PS 9,700 in the aggregate;
 
 (c)    lease, license, sell, transfer or encumber or 
permit to be encumbered any asset, intellectual property right or 
other property associated with the business of Sonix (including 
sales or transfers to Affiliates of Sonix), except for sales of 
inventory in the usual and ordinary course of business and except 
for cash applied in payment of Sonix's liabilities in the usual 
and ordinary course of its business;
 
 (d)    dispose of any of its assets, except 
inventory in the ordinary course of business;
 
 (e)    enter into any lease or contract for the 
purchase or sale of any property, real or personal except in the 
ordinary course of business;
 
 (f)    fail to maintain its equipment and other 
assets in good working condition and repair according to the 
standards it has maintained up to the date of this Agreement, 
subject only to ordinary wear and tear;
 
 (g)    pay any bonus, increased salary, or special 
remuneration to any officer or employee, save to the extent that 
Sonix is contractually obliged to do so;
 
 (h)    change accounting methods;
 
 (i)    declare, set aside or pay any cash or stock 
dividend or other distribution in respect of capital, or redeem 
or otherwise acquire any of its capital stock;
 
 (j)    amend or terminate any contract, agreement or 
license to which it is a party except in the ordinary course of 
business or as a result of a material breach on the part of the 
other party;
 
 (k)    loan any amount to any person or entity, or 
guaranty or act as a surety for any obligation except in respect 
of advances or expenses in the ordinary course;
 
 (l)    waive or release any right or claim, except 
in the ordinary course of business;
 
 (m)    issue or sell any shares of its capital stock 
of any class or any other of its securities, or issue or create 
any warrants, obligations, subscriptions, options, convertible 
securities, or other commitments to issue shares of capital 
stock.
 
 (n)    split or combine the outstanding shares of 
its capital stock of any class or enter into any recapitalization 
affecting the number of outstanding shares of its capital stock 
of any class or affecting any other of its securities;
 
 (o)    merge, consolidate or reorganize with any 
entity;
 
 (p)    amend its Memorandum of Association, or 
Articles of Association
 
 (q)    make or change any election, change any 
annual accounting period, adopt or change any accounting method, 
file any amended tax return, enter into any closing agreement, 
settle any tax claim or assessment relating to Sonix, surrender 
any right to claim refund of taxes, consent to any extension or 
waiver of the limitation period applicable to any tax claim or 
assessment relating to Sonix, or take any other action or omit to 
take any action, if any such election, adoption, change, 
amendment, agreement, settlement, surrender, consent or other 
action or omission would have the effect of increasing the tax 
liability of Sonix or Buyer;
 
 (r)    do anything that would cause there to be 
material adverse changes in the Sonix Financial Statements or in 
Sonix financial position or prospects of Sonix including but not 
limited to cash distributions or material decreases in the net 
assets of Sonix, except as would occur in the ordinary course of 
Sonix's business, between the date of the Sonix Unaudited 
Financials and the Closing Date; or
 
 (s)    enter into a planning agreement within the 
meaning of Section 21 of the Industry Act 1975 or into any other 
voluntary arrangement with a Minister of the Crown or 
governmental agency concerning the future development of Sonix.
 
 (t)    agree to do any of the things described in 
the preceding Section 5.3(a) through (t).
 
 5.4    Access to Information.  Until the Closing, the 
Sellers shall, so far as they are able as shareholders and, if 
relevant, directors of Sonix,  procure that Sonix allows Buyer 
and its agents free access upon reasonable notice and during 
normal working hours to its files, books, records, and offices, 
including, without limitation, any and all information relating 
to taxes, commitments, contracts, leases, licenses, and personal 
property and financial condition.  Until the Closing, the Sellers 
shall, so far as they are able as shareholders and, if relevant, 
directors of Sonix, procure that Sonix causes its accountants to 
cooperate with Buyer and its agents in making available all 
financial information requested, including without limitation the 
right to examine all working papers pertaining to all financial 
statements prepared or audited by such accountants subject to the 
agreement between such accountants of the basis upon which such 
access will be given.
 
 6.     Preclosing Covenants of Buyer.
 
 6.1    Advice of Changes.  Buyer will promptly advise Sonix 
in writing of any event occurring subsequent to the date of this 
Agreement which would render any representation or warranty of 
Buyer contained in this Agreement, if made on or as of the date 
of such event or the Closing Date, untrue or inaccurate in any 
material respect.
 
 6.2    Reservation of Buyer Common Stock.  Buyer shall 
reserve for issuance, out of its authorized but unissued capital 
stock, the maximum number of shares of Buyer Common Stock as may 
be issuable upon consummation of the Acquisition and shall do and 
procure that any third party shall do all such acts and things as 
are necessary in order to ensure that the Buyer is able to comply 
with its obligation to issue Buyer Common Stock in accordance 
with this Agreement.
 
 7.     Mutual Covenants.
 
 7.1    Confidentiality.  Each party acknowledges that in 
the course of the performance of this Agreement, it may obtain 
the Confidential Information of the other party.  The Receiving 
Party shall, at all times, both during the term of this Agreement 
and thereafter, keep in confidence and trust all of the 
Disclosing Party's Confidential Information received by it.  The 
Receiving Party shall not use the Confidential Information of the 
Disclosing Party other than as expressly permitted under the 
terms of this Agreement or by a separate written agreement 
between the parties hereto.  The Receiving Party shall take all 
reasonable steps to prevent unauthorized disclosure or use of the 
Disclosing Party's Confidential Information and to prevent it 
from falling into the public domain or into the possession of 
unauthorized persons.  The Receiving Party shall not disclose 
Confidential Information of the Disclosing Party to any person or 
entity other than its officers or employees (or outside legal or 
accounting advisors) who need access to such Confidential 
Information in order to effect the intent of this Agreement and 
who have entered into confidentiality agreements with such 
person's employer or who are subject to ethical restrictions on 
disclosure which protects the Confidential Information of the 
Disclosing Party.  The Receiving Party shall immediately give 
notice to the Disclosing Party of any unauthorized use or 
disclosure of the Disclosing Party's Confidential Information.  
The Receiving Party agrees to assist the Disclosing Party to 
remedy such unauthorized use or disclosure of its Confidential 
Information.  These obligations shall not apply to the extent 
that Confidential Information includes information which:
 
 (a)    is already known to the Receiving Party at 
the time of disclosure, which knowledge the Receiving Party shall 
have the burden of proving;
 
 (b)    is, or, through no act or failure to act of 
the Receiving Party, becomes publicly known;
 
 (c)    is received by the Receiving Party from a 
third party without restriction on disclosure (although this 
exception shall not apply if such third party is itself violating 
a confidentially obligation by making such disclosure);
 
 (d)    is independently developed by the Receiving 
Party without reference to the Confidential Information of the 
Disclosing Party, which independent development the Receiving 
Party will have the burden of proving;
 
 (e)    is approved for release by written 
authorization of the Disclosing Party; or
 
 (f)    is required to be disclosed by a government 
agency to further the objectives of this Agreement or by a proper 
order of a court of competent jurisdiction; provided, however 
that the Receiving Party will use its best efforts to minimize 
such disclosure and will consult with and assist the Disclosing 
Party in obtaining a protective order prior to such disclosure.
 
 7.2    No Public Announcement.  The parties shall make no 
public announcement concerning this Agreement, their discussions 
or any other memos, letters or agreements between the parties 
relating to the Acquisition until such time as they agree to the 
contents of a press release in the agreed form which they intend 
to publicly-release on March 22, 1995.  A party, but only after 
reasonable consultation with the other, may make disclosure if 
required under applicable law or regulation.
 
 7.3    Other Negotiations.  Between the date hereof and 
Closing, or such earlier date as this Agreement is terminated or 
rescinded in accordance with its terms (the "Expiration Date"), 
each Seller will not and will procure that Sonix will not (and 
will use its best efforts to assure that its and Sonix's 
officers, directors, employees, agents and affiliates do not) 
take any action to solicit, initiate, seek, encourage or support 
any inquiry, proposal or offer from, furnish any information to, 
or participate in any negotiations with, any corporation, 
partnership, person or other entity or group (other than 
discussions with Buyer) regarding any acquisition of Sonix, 
purchase of the Seller's Sonix Stock, any merger or consolidation 
with or involving Sonix, or any acquisition of any material 
portion of the stock or assets of Sonix.  Each Seller agrees, and 
will procure that Sonix agrees, that any such negotiations in 
progress as of the date hereof will be terminated or suspended 
during such period.  In no event will Sonix or any Seller solicit 
or enter into an agreement concerning any such third party 
transaction.  Each Seller, represents and warrants that it and 
Sonix has the legal right to terminate or suspend any such 
pending negotiations and agrees to indemnify Buyer, its 
representatives and agents from and against any claims by any 
party to such negotiations based upon or arising out of the 
discussion or any consummation of the Acquisition as contemplated 
by this Agreement.  Buyer agrees that from the date hereof until 
the Expiration Date, it shall not initiate or continue any 
discussions with any corporation, partnership, person or other 
entity or group regarding any acquisition of, any merger or 
consolidation with, or involving any acquisition of any material 
portion of the stock or assets of any corporation, partnership, 
person or other entity or group the acquisition of which would be 
a substitute for the acquisition of Sonix. 
 
7.4     Pooling Accounting.  From the date hereof until the 
earlier of the Closing of the Acquisition or the termination or 
rescission in accordance with its terms of this Agreement, none 
of the Sellers will sell, transfer or otherwise dispose of, or 
reduce its interest in or risk relating to, any shares of Sonix 
Stock owned by it.  In addition, none of the Sellers will sell, 
transfer or otherwise dispose of, or reduce its interest in or 
risk relating to, any Buyer Common Stock issued to it pursuant to 
the Acquisition, or any other shares of Buyer capital stock, 
until after such time as Buyer has published (within the meaning 
of Accounting Series Release No.130, as amended, of the 
Securities and Exchange Commission) financial results covering at 
least 30 days of combined operations of Buyer and Sonix.  The 
Buyer undertakes to the Seller that it will so publish such 
financial results by no later than _______* unless prevented from 
doing so by a force majeure event or circumstance outside the 
Buyer's control.  Notwithstanding anything to the contrary 
contained herein, each Seller will be permitted to sell, transfer 
or otherwise dispose of, or reduce its interest in or risk 
relating to, beginning on the date of this 

_________  

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


Agreement and ending at such time after the Closing of the 
Acquisition as financial results covering at least (30) days of 
combined operations of Buyer and Sonix have been published or 
released as contemplated above, an amount of Sonix Stock or 
equivalent post-Acquisition Buyer Common Stock equal to the 
lesser of (i) ________ * of the Sonix Stock or equivalent post-
Acquisition Buyer Common Stock owned by it and (ii) on an 
aggregated basis with all other shareholders of Sonix (the "Other 
Holders"), the equivalent of ________ * of the total number of 
outstanding shares of Sonix Stock prior to the Acquisition (in 
each of case (i) and case (ii) as measured at the date of such 
sale or transfer); provided, however, that any such sale or 
transfer must be pre-approved in writing by all Other Holders.

7.5     Pooling Accounting.  The Sellers undertake that they 
will not take any action prior to Closing and will, so far as 
they are able to exercise powers of control over Sonix as 
shareholders and, if relevant, directors prior to Closing, 
procure that Sonix will not prior to Closing take any action that 
would make the Sellers in breach of the Warranties set out in 
Section 3.27 if such Warranties had been repeated as at and for 
the period up to Closing.
 
 7.6    Legends.  
 
(a)     Each certificate or instrument representing 
the shares of Buyer Common Stock issued in the Acquisition to a 
Regulation S Shareholder may be endorsed with legends in 
substantially the following form:

			"THE SECURITIES REPRESENTED BY THIS 
CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AND ARE SUBJECT TO 
APPLICABLE RESTRICTIONS OF REGULATION S UNDER THE SECURITIES ACT 
OF 1993, AS AMENDED (THE "ACT"), AND HAVE NOT BEEN REGISTERED 
UNDER THE ACT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR 
HYPOTHECATED, EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE 
REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, OR (II) IN 
COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.  
THESE SECURITIES ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER 
CONTAINED IN SECTION ____ OF THAT ACQUISITION AND EXCHANGE 
AGREEMENT DATED MARCH ___, 1995 WHICH PROHIBITS TRANSFERS OF 
THESE SECURITIES PRIOR TO THE DATE OF PUBLICATION OF THE 
COMPANY'S FINANCIAL RESULTS FOR THE FISCAL YEAR ENDED MAY 31, 
1995."

(b)     Each certificate or instrument representing 
the shares of Buyer Common Stock issued in the Acquisition to 
U.S. residents may be endorsed with legends in substantially the 
following form:

_________ 

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


			"THE SECURITIES EVIDENCED BY THIS CERTIFICATE 
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR 
HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT 
UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN 
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE 
COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE 
SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, TO 
THE EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION 
IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS 
OF SUCH ACT.  THESE SECURITIES ARE ALSO SUBJECT TO RESTRICTIONS 
ON TRANSFER CONTAINED IN SECTION 9.3 OF THAT CERTAIN ACQUISITION 
AND EXCHANGE AGREEMENT DATED MARCH 22, 1995 WHICH PROHIBITS 
TRANSFERS OF THESE SECURITIES PRIOR TO THE DATE OF PUBLICATION OF 
THE COMPANY'S FINANCIAL RESULTS FOR THE YEAR ENDED MAY 31, 1995."

(c)     Buyer need not register a transfer of any 
such Buyer Common Stock issued in the Acquisition, and may also 
instruct its transfer agent to register the transfer of the 
Offered Shares, unless the conditions specified in the foregoing 
legends are satisfied to the extent applicable.  Buyer shall use 
reasonable efforts to remove such legends upon request of a 
Seller following the expiration of all restrictions imposed on 
transfer of such Offered Shares under the Securities Act.
 
 7.7    Further Assurances.  Prior to and following the 
Closing, each party agrees to cooperate fully with the other 
parties and to execute such further instruments, documents and 
agreements and to give such further written assurances, as may be 
reasonably requested by any other party at that other party's 
cost to give effect to the transactions described herein and 
contemplated hereby.
 
 8.     Closing.
 
 8.1    Closing shall take place on the Closing Date when 
all (but not some only unless waived by the parties entitled 
thereto) of the events described in this Section 8 shall occur.
 
 8.2    At Closing, the Sellers shall deliver to the 
Purchaser:
 
(a)     duly executed transfers of all of the Sonix 
Stock in favour of the Buyer together with the relative share 
certificates;
 
(b)     the title deeds to the Property;
 
(c)     all the statutory books of Sonix and its 
certificate of incorporation and common seal;
 
(d)     the Escrow Agreement duly executed by the 
Sellers in the agreed form;
 
(e)     certified copies of any powers of attorney 
under which any of the documents referred to in this Section 8.2 
is executed or evidence satisfactory to the Buyer of the 
authority of any person signing on its behalf;
 
(f)     letters of resignation in the agreed form 
from such of the directors of Sonix as may be notified to the 
Sellers, such resignations to take effect from close of the 
meeting of the board referred to in Section 8.3 below;
 
(g)     a release duly executed as a deed, in the 
agreed form, releasing Sonix from any liability whatsoever 
(whether actual or contingent) which may be owing to the Sellers 
(other than the Optionholders) by Sonix at Closing;
 
(h)     a release duly executed as a deed by the 
parties to the Subscription and Shareholders Agreement dated 12 
June 1992, in the agreed form, releasing each of the parties 
thereto from any liability whatsoever (whether actual or 
contingent) which may be owing by either of them to any person 
under that agreement and terminating such agreement;
 
(i)     opinions in the agreed form from Conyers Dill 
and Pearman, Shaw, Pittman, Potts and Trowbridge and Wilson, 
Sonsini, Goodrich and Rosati;
 
(j)     employment agreements in the agreed form duly 
executed by the persons listed in Schedule 3;
 
(k)     Reg S representation letters in the agreed 
form duly executed by the Sellers listed in part II of Schedule 
1, ___________ * (to the extent that it is a non-US Person
 
 8.3    At Closing, the Buyer and the Seller (so far as they 
are respectively able) shall cause the directors to hold a 
meeting of the board of Sonix at which the directors shall pass 
resolutions in the approved terms (inter alia) to :-
 
 (a)    approve the registration of the Buyer as a 
member of Sonix subject only to the production of duly stamped 
and completed transfers in respect of the Sonix Stock;
			
(b)     appoint such persons as the Buyer may 
nominate as directors of Sonix;

_________  

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.



 (c)    if required by five Business Days' prior 
written notice to the Sellers' Solicitors, revoke all authorities 
to the bankers of Sonix relating to bank accounts and to give 
authority to such persons as the Buyer may nominate to operate 
the same.
 
 8.4    At Closing, Buyer shall
 
(a)     deliver to the Sellers the Escrow Agreement 
duly executed by Buyer in the agreed form;
 
(b)     allot and issue to the Sellers the 
Acquisition Consideration free from any claims, liens or 
encumbrances (save for those expressly provided for in this 
Agreement);
 
(c)     take such action as is required by the Escrow 
Agreement;
 
(d)     deliver to the Sellers certificates 
representing the balance of the Acquisition Consideration;
 
(e)     deliver to the persons entitled thereto such 
amount of cash as is payable pursuant to Section 2.3.
 
(f)     procure that Sonix redeems the Loan Stock and 
pays all interest accrued thereon to the holders thereof up to 
and including the date of Closing;
 
(g)     pay by company cheque or wire transfer the 
fees and expenses set out in the letter in the agreed form;
 
(h)     pay _______ * as reimbursement of fees or 
expenses incurred not solely and directly related to the 
Acquisition for investment or estate planning advice or for 
legal, accounting or investment advice or counsel pertaining to 
participation, or action with respect, to the Acquisition as an 
individual shareholder;
 
(i)     deliver to the Sellers' Solicitors the 
opinion in the agreed form of Gay Carey Ware & Freidenrich.
 
8.5     At Closing, ________ * shall deliver to the Buyer 
copies of an invoice or invoices in respect of fees or expenses 
of an aggregate ammont of                       * or its sterling 
equivalent in respect of advice referred to Section 8.4(h);

_________

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.



 8.6    Without prejudice to any other rights which any of 
the Sellers may have, if the Closing does not occur on or before 
________* as a result of Buyer failing to comply with any of its 
obligations under Section 8.4 and, at the discretion of the 
Sellers, Closing occurs at any date thereafter, Buyer undertakes 
to the Sellers promptly to publish (within the meaning of 
Accounting Series Release No. 130, as amended of the Securities 
and Exchange Commission) financial results covering at least 30 
days of combined operations of Buyer and Sonix, such period to 
end at the end of a calendar month, as soon as possible after 
Closing provided that the obligation of Buyer under this Section 
shall not apply if Buyer's failure to comply with its obligations 
under Section 8.4 is for a reason outside the control of Buyer 
and which did not arise as a result of any act or omission of 
Buyer.
 
 8.7    Without prejudice to any other remedies available to 
any party, if in any respect the provisions of Section 8.2, 8.3 
or 8.5 are not complied with by any of the Sellers at Closing, 
the Buyer may or, if in any respect the provisions of Section 8.4 
are not complied with by Buyer at Closing, the Sellers may:
 
(a)     defer Closing to a date not more than 28 days 
after the Closing Date (and so that the provisions of this 
Section 8.7 shall apply to Closing as so deferred); or
 
(b)     proceed to Closing so far as practicable 
(without prejudice to its rights under this Agreement); or
 
(c)     without liability of any kind, rescind this 
Agreement by written notice to the other party whereupon this 
Agreement shall terminate and, save in respect of any antecedent 
breaches of this Agreement, no party shall be under any 
continuing liability to any other under this Agreement.
 
8.8     In the event that the Buyer fails to comply with its 
obligations under this Section 8, then (without prejudice to the 
rights of the Sellers under Section 2.7) the Buyer agrees to 
indemnify each of the Sellers (for themselves and as trustee for 
Sonix) for and against all third party costs and expenses 
incurred by each of the Sellers or Sonix in connection with the 
negotiation and execution of this Agreement.  Buyer further 
undertakes that, in such event, at the request of the Sellers and 
at its cost, it shall take all actions and provide such 
assistance as the Sellers may require to be taken or provided to 
reverse any actions which Buyer or its directors, officers or 
nominees shall have taken after the date of this Agreement in 
respect of Sonix in exercise of its rights hereunder including, 
without limitation, procuring the resignation of any directors of 
Sonix nominated by Buyer.  In the event that the Buyer fails to 
comply with its obligations under this Section 8 due to a reason 
within 

___________

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


its control, then (without prejudice to the rights of the Sellers 
under Section 2.7) the Buyer agrees to indemnify each of the 
Sellers (for themselves and as trustee for Sonix) for and against 
claims, losses, liabilities, costs or expenses incurred by each 
of the Sellers or Sonix to which they would not have been subject 
or which they would not have incurred (i) had the breach not 
occurred provided, however, that (but without prejudice to any 
other rights or remedies available against the Buyer whether in 
equity or at law) (a) Buyer shall not be obliged to indemnify the 
Sellers in respect of any consequential loss of profit which may 
be suffered by the Sellers as a result of Buyer failing to comply 
with its obligations under this Section 8, (b) the Sellers and 
Sonix shall have an obligation to take reasonable steps to 
mitigate any such claims, losses, liabilities, costs or expenses 
and (c) the aggregate maximum liability of Buyer to the Sellers 
and Sonix under this Section 8.8 shall be an amount equal to the 
Aggregate Purchase Price.  For the avoidance of doubt, but 
without prejudice to any other rights or remedies available 
against the Buyer, whether in equity or at law, in the event that 
the Buyer fails to comply with its obligations under this Section 
8 due to a reason outside its control, Buyer shall not have any 
obligation to indemnify the Sellers or Sonix in respect of any 
claims, losses, liabilities, costs or expenses incurred in 
connection therewith.

9.      Registration of Acquisition Consideration.
 
 9.1    Registrable Shares. "Registrable Shares" shall mean 
the shares of Acquisition Consideration, but excluding (i) shares 
of Acquisition Consideration that have been issued to Sellers 
pursuant to or in reliance on Regulation S of the Securities Act 
and (ii) shares of Acquisition Consideration that have been sold 
or otherwise transferred by the initial holders; provided 
however, that a distribution of shares of Acquisition 
Consideration, without additional consideration, to underlying 
beneficial owners (such as the general and limited partners, 
shareholders or trust beneficiaries of a Seller) shall not be 
deemed such a sale or transfer for purposes of this subclause 
(ii) and such underlying beneficial owners shall be entitled to 
the same rights under this Section 9 as the Seller from which 
Registrable Shares were received.
 
1 

 9.2    Required Registration. Buyer shall use its best 
efforts to prepare and file with the Commission a registration 
statement on Form S-3 (or such other appropriate form) with 
respect to the Registrable Shares (the "Registration Statement") 
and to effect all such registrations, qualifications and 
compliances (including, without limitation, obtaining appropriate 
qualifications under applicable state securities or "blue sky" 
laws and compliance with any other applicable governmental 
requirements or regulations) as any selling Holder may reasonably 
request and that would permit or facilitate the sale of 
Registrable Shares (provided however that Buyer shall not be 
required in connection therewith to qualify to do business or to 
file a general consent to service of process in any such state or 
jurisdiction), in each case so that such registration statement 
and all other such registrations, qualifications and compliances 
may become effective as soon as practicable after the Buyer 
publishes its financial results for the year ended May 31, 1995 
and reflecting at least thirty days of combined operations of 
Buyer and Sonix (the "Pooling Release Date").
 
 9.3    Effectiveness; Trading Windows.
 
 (a)    Buyer will use best efforts to maintain the 
effectiveness of the Registration Statement and other applicable 
registrations, qualifications and compliances for up to two (2) 
years from the Closing Date (the "Registration Effective 
Period"), and from time to time will amend or supplement the 
Registration Statement and the prospectus contained therein as 
and to the extent necessary to comply with the Securities Act, 
the Exchange Act and any applicable state securities statute or 
regulation, subject to the following limitations and 
qualifications.
 
 (b)    Following the Pooling Release Date, and 
commencing upon such date as the Registration Statement is first 
declared effective, the holders will be permitted (subject to the 
Suspension Right) to offer and sell Registrable shares in the 
manner described in the Registration Statement for the period 
ending on ___________ * (the "Initial Window").
 
 (c)    After the Initial Window and throughout the 
remainder of the Registration Effective Period, the Holders shall 
suspend all open market offers and sales of Registrable Shares 
during each period ___________ ___________  *
 ___________________  At other times during the Registration 
Effective Period ("Window Periods"), Holders will be permitted 
(subject to the Suspension Right) to offer and sell Registrable 
Shares in the manner described in the Registration Statement 
provided that (A) the Registration Statement remains effective 
and has not been suspended and (B) the holder follows the trading 
clearance procedure set forth below.
 
 (d)    Notwithstanding any other provision of this 
Section 9, the Buyer shall have the right at any time to require 
that all holders suspend further open market offers and sales of 
Registrable Shares whenever, and for so long as, in the 
reasonable judgement of Buyer there is or may be in existence 
material undisclosed information or events with respect to Buyer 
(the "Suspension Right").  In the event Buyer exercises the 
Suspension Right, such suspension will continue for the period of 
time reasonably necessary for disclosure to occur at a time that 
is not detrimental to the Buyer and its shareholders or until 
such time as the information or event is no longer material, each 
as determined in good faith by Buyer.
 
9.4     Trading Clearance Procedure. During any Window 
Period, a holder proposing to offer or sell Registrable Shares 
pursuant to the Registration Statement shall contact Buyer by fax 
__________ * addressed to the attention of 

__________ 

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


General Counsel, at least two (2) business days prior to the date 
proposed for offering Registrable Shares by such holder.  Buyer 
shall reply to such holder by fax within two (2) business days 
following receipt of the inquiry fax, and in the reply will 
either confirm that the Window Period remains open or notify the 
holder that trading is suspended (and indicating, if practicable, 
the expected date when such suspension will end).  If the reply 
confirms an open Window Period, then the holder is permitted to 
offer and sell Registrable Shares during the next five business 
days.  Any Registrable Shares to be sold by such holder 
thereafter will again require clearance in accordance with this 
section.  Notwithstanding the foregoing, during the Initial 
Window, holders are not required to contact Buyer or to request 
clearance of their proposed sales of Registrable Shares.

9.5     Administration. Prior to the Pooling Release Date, 
Buyer will provide to each Seller who receives Registrable Shares 
an information sheet summarizing the registration rights set 
forth herein, outlining the anticipated time frame of the Initial 
Window and the subsequent Window Periods, and providing forms for 
use in requesting clearance of trades in accordance with Section 
9.4. In the event that a Seller who receives Registrable Shares 
proposes to distribute such shares to underlying beneficial 
owners thereof, such Seller will so notify Buyer a reasonable 
number of days in advance and deliver to Buyer such lists of the 
distributees, their holdings, telecopy numbers and contact 
persons, as Buyer may reasonably request, and will otherwise 
cooperate with Buyer to permit Buyer to administer requests for 
trading clearance and to contact holders of Registrable Shares 
when necessary to exercise the Suspension Right.
 
 9.6    Expenses. The costs and expenses to be borne by 
Buyer for purposes of this Section 9 shall include, without 
limitation, printing expenses (including a reasonable number of 
prospectuses for circulation by the selling shareholders), legal 
fees and disbursements of counsel for Buyer, "blue sky" expenses, 
accounting fees and filing fees, but shall not include 
underwriting commissions or similar charges, legal fees and 
disbursements of counsel for the selling shareholders.
 
 9.7    Indemnification.
 
 (a)    To the fullest extent permitted by law, Buyer 
will indemnify and hold harmless each selling Holder, each 
underwriter of Buyer Common Stock being sold by such Holders 
pursuant to this Section 9 and each person, if any, who controls 
any such Holder or underwriter within the meaning of the 
Securities Act or the Exchange Act against all actions, claims, 
losses, damages, liabilities and expenses to which they or any of 
them become subject under the Securities Act, the Exchange Act or 
under any other statute or at common law or otherwise and, except 
as hereinafter provided, will promptly reimburse each such 
Holder, each such underwriter and each such controlling person, 
if any, for any legal or other expenses reasonably incurred by 
them or any of them in connection with investigating or defending 
any actions whether or not resulting in any liability, insofar as 
such losses, claims, damages, expenses, liabilities or actions 
arise out of or are based upon any untrue statement or alleged 
untrue statement of material fact in any registration statement 
and any prospectus filed pursuant to Section  or any 
post-effective amendment thereto or arise out of or are based 
upon any omission or alleged omission to state a material fact 
required to be stated therein or necessary to make the statements 
therein, in light of the circumstances under which they were 
made, not misleading or any violation by Buyer of any rule or 
regulation promulgated under the Securities Act or the Exchange 
Act applicable to Buyer and relating to action or inaction 
required of Buyer in connection with such registration; provided, 
however, that Buyer shall not be liable to any such Holder, 
underwriter or controlling person in respect of any claims, 
losses, damages, liabilities and expenses resulting from any 
untrue statement or alleged untrue statement, or omission or 
alleged omission made in reliance upon and in conformity with 
information furnished in writing to Buyer by such Holder or 
underwriter specifically for use in connection with such 
registration statement and prospectus or post-effective 
amendment.  To the fullest extent permitted by law, each selling 
Holder of Registrable Shares registered in accordance with 
Section  will indemnify Buyer, each person, if any, who controls 
Buyer within the meaning of the Securities Act or the Exchange 
Act, each director of Buyer and each officer of Buyer who signs 
the registration statement and each underwriter of Buyer Common 
Stock against any actions, claims, losses, damages, liabilities 
and expenses to which they or any of them may become subject 
under the Securities Act, the Exchange Act or under any other 
statute or at common law or otherwise, and, except as hereinafter 
provided, will promptly reimburse Buyer and each such director, 
officer, underwriter or controlling person for any legal or other 
expenses reasonably incurred by them or any of them in connection 
with investigating or defending any actions whether or not 
resulting in any liability, insofar as such losses, claims, 
damages, expenses, liabilities or actions arise out of or are 
based upon any untrue statement or alleged untrue statement or 
omission or alleged omission made in reliance upon and in 
conformity with information furnished in writing to Buyer by such 
Holder or underwriter specifically for use in connection with 
such registration statement, prospectus or post-effective 
amendment; provided however, that the obligations of each such 
selling Holder hereunder shall be limited to an amount equal to 
the proceeds to such Holder from the sale of such Holder's 
Registrable Shares as contemplated herein.
 
 (b)    Each person entitled to indemnification under 
this section 9.7 (the "Indemnified Party") shall give notice to 
the party required to provide indemnification (the  "Indemnifying 
Party") promptly after such Indemnified Party has actual 
knowledge of any claim as to which indemnity may be sought and 
shall permit the Indemnifying Party to assume the defense of any 
such claim and any litigation resulting therefrom, provided that 
counsel for the Indemnifying Party who conducts the defense of 
such claim or any litigation resulting therefrom shall be 
approved by the Indemnified Party (whose approval shall not 
unreasonably be withheld), and the Indemnified Party may 
participate in such defense at such party's expense (unless the 
Indemnified Party has reasonably concluded that there may be a 
conflict of interest between the Indemnifying Party and the 
Indemnified Party in such action, in which case the fees and 
expenses of counsel shall be at the expense of the Indemnifying 
Party), and provided further that the failure of any Indemnified 
Party to give notice as provided herein shall not relieve the 
Indemnifying Party of its obligations under this Section 9 unless 
the Indemnifying Party is materially prejudiced thereby.  No 
Indemnifying Party, in the defense of any such claim or 
litigation, shall (except with the consent of each Indemnified 
Party) consent to entry of any judgment or enter into any 
settlement that does not include as an unconditional term thereof 
the giving by the claimant or plaintiff to such Indemnified Party 
of a release from all liability in respect to such a claim or 
litigation.  Each Indemnified Party shall furnish such 
information regarding itself or the claim in question as an 
Indemnifying Party may reasonably request in writing and as shall 
be reasonably required in connection with the defense of such 
claim and litigation resulting therefrom.
 
 (c)    To the extent that the indemnification 
provided for in this Section 9.7 is held by a court of competent 
jurisdiction to be unavailable to an Indemnified Party with 
respect to any loss, liability, claim, damage or expense referred 
to herein, then the Indemnifying Party, in lieu of indemnifying 
such Indemnified Party hereunder, shall contribute to the amount 
paid or payable by such Indemnified Party as a result of such 
loss, liability, claim, damage or expense in such proportion as 
is appropriate to reflect the relative fault of the Indemnifying 
Party on the one hand and of the Indemnified Party on the other 
in connection with the statements or omissions which resulted in 
such loss, liability, claim, damage or expense, as well as any 
other relevant equitable considerations.  The relative fault of 
the Indemnifying Party and of the Indemnified Party shall be 
determined by reference to, among other things, whether the 
untrue or alleged untrue statement of a material fact or the 
omission or alleged omission to state a material fact relates to 
information supplied by the Indemnifying Party or by the 
Indemnified Party and the parties' relative intent, knowledge, 
access to information and opportunity to correct or prevent such 
statement or omission.
 
 10.    Termination of Agreement.
 
 10.1   Termination.  This Agreement may be terminated at 
any time prior to the Closing by the mutual written consent of 
each of the parties hereto.  
 
 10.2   Certain Effects of Termination.  In the event of the 
termination of this Agreement each party, if so requested by the 
other party, will (i) return promptly every document (other than 
documents publicly available) furnished to it by the other party 
(or any subsidiary, division, associate or affiliate of such 
other party) in connection with the transactions contemplated 
hereby, whether so obtained before or after the execution of this 
Agreement, and any copies thereof which may have been made, and 
will cause its representatives and any representatives of 
financial institutions and investors and others to whom such 
documents were furnished promptly to return such documents and 
any copies thereof any of them may have made, or (ii) destroy 
such documents and cause its representatives and such other 
representatives to destroy such documents, and such party shall 
deliver a certificate executed by its president or vice president 
stating to such effect.
 
 11.    Agreement to Indemnify.  Subject to the limitations 
set forth in Schedule 2, each of the Sellers will indemnify and 
hold harmless Buyer from and against (i) any and all claims, 
demands, actions, causes of actions, losses, costs, damages, 
liabilities and expenses arising out of any breach of the 
Warranties contained in Sections 3.4 (f) and 3.5 and Exhibit C 
provided that in respect of any breach of the warranty contained 
in Section 3.4(f) the indemnity under this Section 11 shall be 
limited to the amount by which there is a shortfall in the net 
assets of Sonix as at 31 March 1995 below the net assets as set 
out in the Sonix Unaudited Financial Statements and (b) all 
reasonable costs which Buyer may properly incur (whether before 
or after the commencement of an action) in connection with the 
settlement of any claim in respect of a breach of any of the 
Warranties, legal proceedings against the Sellers in respect of 
such a claim in which judgment is given for Buyer or the 
enforcement of any such judgment.
 
 12.    Restriction of certain Sellers.
 
 12.1   Each of the Sellers referred to in Section 12.4(d) 
hereby agrees that he shall not (without the prior consent in 
writing of Buyer) for the Specified Period following the date of 
this Agreement within the UK and whether on his own account or in 
conjunction with or on behalf of any other person, firm, company 
or other organisation, and whether as an employee, director, 
principal, agent, consultant or in any other capacity whatsoever 
in competition with Sonix be directly or indirectly employed or 
engaged in or perform services in respect of or be concerned 
with:
 
 (a)    the research into, development, manufacture, 
supply or marketing of any product which is of the same or 
similar type to any product researched, or developed, or 
manufactured, or supplied, or marketed by Sonix during the twelve 
months immediately preceding the date of this Agreement;
 
(b)     the development or provision of any services 
(including but not limited to technical and product support, or 
consultancy or customer services) which are of the same or 
similar type to any services provided by Sonix during the twelve 
months preceding the date of this Agreement;

			PROVIDED ALWAYS that the provisions of this 
Section 12.1 shall apply only in respect of products or services 
with which the relevant Seller was either personally concerned or 
for which the relevant Seller was responsible whilst employed by 
Sonix during the twelve months immediately preceding the date of 
this Agreement.

12.2    Each of the Seller referred to in Section 12.4(d) 
hereby agrees that he will not for a period of 12 months 
immediately following the date of this Agreement, whether on his 
own behalf or in conjunction with any person, company, business 
entity or other organisation whatsoever directly or indirectly:
 
 (a)    solicit or assist in soliciting in 
competition with Sonix, the custom or business of any Customer or 
Prospective Customer:
 
 (i)    with whom the relevant Seller has had 
personal contact or dealings on behalf of Sonix during the 12 
months immediately preceding the date of this Agreement;
 
 (ii)   with whom employees reporting to the 
relevant Seller have had personal contact or dealings on behalf 
of Sonix during the 12 months immediately preceding the date of 
this Agreement;
 
 (iii)  for whom the relevant Seller was 
directly or indirectly responsible during the 12 months 
immediately preceding the date of this Agreement;
 
 (b)    accept, or facilitate the acceptance of, or 
deal with, in competition with Sonix the custom or business of 
any Customer or Prospective Customer within categories (i) to 
(iii) above.
 
 12.3   Each of the Sellers referred to in Section 12.4(d) 
hereby agrees that he will not for a period of 12 months 
immediately following the date of this Agreement, either on his 
own account or in conjunction with or on behalf of any other 
person, company, business entity or other organisation whatsoever 
directly or indirectly:
 
 (a)    induce, solicit, entice or procure, any 
person who is a Company Employee to leave such employment, where 
that person is:
 
 (i)    a Company Employee on the date of this 
Agreement; or
 
 (ii)   had been a Company Employee in any part 
of the three months immediately preceding the date of this 
Agreement;
 
 (b)    accept into employment or otherwise engage or 
use the services or any person who:-
 
 (i)    is a Company Employee on the date of 
this Agreement; or
 
 (ii)   had been a Company Employee in any part 
of the three months immediately preceding the date of this 
Agreement.
 
 12.4   The following words and expressions referred to 
above shall have the meanings set out below:
 
 (a)    "Customer" shall mean any person, firm, 
company or other organisation whatsoever to whom Sonix has 
supplied goods or services.
 
 (b)    "Prospective Customer" shall mean any person, 
firm, company or other organisation whatsoever to whom Sonix has 
offered to supply goods or services, or to whom Sonix has 
provided details of the terms on which it would or might be 
willing to supply goods or services, or with whom Sonix has had 
any negotiations or discussions regarding the possible supply of 
goods or services.
 
 (c)    "Company Employee" means any person who was 
employed by Sonix, and
 
 (i)    with whom the Executive has had personal 
contact or dealings in performing his duties of employment; or
 
 (ii)   who reported to the relevant Seller; or
 
 (iii)  who had material contact with 
customers or suppliers of Sonix in performing his or her duties 
of employment with Sonix or any Associated Company (as 
applicable); or
 
 (iv)   who was a member of the management team 
of the Company or any Associated Company.
 
(d)     "Specified Period" in relation to ________* 
shall be the period of _________ * in relation to _________* 
shall be the period of 2 years and in relation to the following 
Sellers shall be the period of ________ *

	______*         ______ *        ______ *

	______ *        ______*         ______ *

	______*         ______ *        ______  *

	______ *        ______*         ______ *


__________  

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.



 12.5   While the restrictions contained in this Section 
12 are considered by the parties to be reasonable in all the 
circumstances, it is recognised that restrictions of the nature 
in question may fail for technical reasons and accordingly it is 
hereby agreed and declared that if any of such restrictions shall 
be adjudged to be void as going beyond what is reasonable in all 
the circumstances for the protection of the interests of Sonix 
but would be valid if part of the wording thereof were deleted or 
the periods thereof reduced or the range of activities or area 
dealt with thereby reduced in scope the said restriction shall 
apply with such modifications as may be necessary to make it 
valid and effective.
 
 12.6   The restrictions contained in Section 12.1 shall 
be without prejudice to performance by and shall not limit the 
restrictions on those of the Sellers who are listed in Schedule 3 
under the terms of agreements entered into pursuant hereto.
 
 13.    Miscellaneous.
 
 13.1   Governing Law.
 
 (a)    This Agreement is governed by English law.
 
 (b)    The courts of England have exclusive 
jurisdiction to hear and decide any suit, action or proceedings, 
and to settle any disputes, which may arise out of or in 
connection with this Agreement (respectively "Proceedings" and 
"Disputes") and, for these purposes, the Buyer irrevocably 
submits for the benefit of the Sellers, and the Sellers 
irrevocably submit for the benefit of the Buyer, to the 
jurisdiction of the courts of England.
 
 (c)    The Buyer and the Sellers irrevocably waive 
any objection which they might at any time have to the courts of 
England being nominated as the forum to hear and decide any 
Proceedings and to settle Disputes and agrees not to claim that 
the courts of England are not a convenient or appropriate forum.
 
(d)     Proceeds by which any Proceedings are begun 
in England may be served on the Buyer by being delivered to Baker 
& McKenzie, marked for the attention of the Partner in charge of 
the Litigation Department/Service of Process (Ref: TEDG/AH/SJB), 
at 100 New Bridge Street, London EC4V 6JA and on the Sellers by 
being delivered to the persons and addresses set out below.  
Nothing contained in this paragraph (d) affects the right to 
serve process in another manner permitted by law.



	_________ *      _________ *
	_________ *      _________ *
	_________ *      _________ *
	_________ *      _________ *


	_________ *     __________ *
	_________ *     __________ *
	_________ *     __________ *
	_________ *     __________ *


13.2    Binding upon Successors. Subject to, and unless 
otherwise provided in, this Agreement each and all of the 
covenants, terms, provisions and agreements contained herein 
shall be binding upon, and inure to the benefit of, the 
successors, executors and heirs of the parties.  None of the 
parties may assign the benefit of any of its rights under this 
Agreement to any other person, save that Buyer shall be entitled 
to assign to any purchaser of more than 75 per cent of the Sonix 
Stock or of the whole or substantially the whole of Sonix's 
business the benefit of the covenants contained in Section 12.
 
 13.3   Severability.  If any provision of this Agreement, 
or the application thereof, shall for any reason and to any 
extent be invalid or unenforceable, the remainder of this 
Agreement and application of such provision to other persons or 
circumstances shall be interpreted so as best to reasonably 
effect the intent of the parties hereto.  The parties further 
agree to replace such void or unenforceable provision of this 
Agreement with a valid and enforceable provision which will 
achieve, to the extent possible, the economic, business and other 
purposes of the void or unenforceable provision.
 
 13.4   Entire Agreement.  This Agreement, the exhibits 
hereto, the documents referenced herein, and the exhibits 
thereto, constitute the entire understanding and agreement of the 
parties hereto with respect to the subject matter hereof and 
thereof and supersede all prior and contemporaneous agreements or 
understandings, inducements or conditions, express or implied, 
written or oral, between the parties with respect hereto and 
thereto.  The express terms hereof control and supersede any 
course of performance or usage of the trade inconsistent with any 
of the terms hereof.
 
13.5    Counterparts.  This Agreement may be executed in 
any number of counterparts, each of which shall be an original as 
against any party whose 

__________ 

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


signature appears thereon and all of which together shall 
constitute one and the same instrument.  This Agreement shall 
become binding when one or more counterparts hereof, individually 
or taken together, shall bear the signatures of all of the 
parties reflected hereon as signatories.

13.6    Expenses.  Except as provided to the contrary 
herein, each party shall pay all of its own costs and expenses 
incurred in connection with the Acquisition, including all legal 
and accounting fees and expenses, with respect to the 
negotiation, execution and delivery of this Agreement and the 
exhibits hereto whether or not the Acquisition is consummated.  
In the event the Acquisition is consummated, all legal, 
accounting, investment banking, broker's and finder's fees 
incurred by Sonix and/or the Sellers in connection with the 
Acquisition shall be deemed to be expenses of the Shareholders, 
shall be borne by the Sellers and shall not become obligations of 
Sonix except as to the agreed amounts to be paid by Buyer in 
accordance with Section 8.4.
 
 13.7   Amendment and Waivers.  Any term or provision of 
this Agreement may be amended, and the observance of any term of 
this Agreement may be waived (either generally or in a particular 
instance and either retroactively or prospectively) only by a 
writing signed by the party to be bound thereby.  The waiver by a 
party of any breach hereof for default in payment of any amount 
due hereunder or default in the performance hereof shall not be 
deemed to constitute a waiver of any other default or any 
succeeding breach or default.
 
 13.8   Survival of Agreements.  All covenants, 
agreements, representations and warranties made herein shall 
survive the execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby 
notwithstanding any investigation of the parties hereto.
 
 13.9   No Waiver.  The failure of any party to enforce 
any of the provisions hereof shall not be construed to be a 
waiver of the right of such party thereafter to enforce such 
provisions.
 
13.10   Notices.  Any notice provided for or 
permitted under this Agreement will be treated as having been 
given when (a) delivered personally, (b) sent by confirmed telex 
or telecopy, (c) sent by commercial overnight courier with 
written verification of receipt, or (d) mailed postage prepaid by 
certified or registered mail, return receipt requested, to the 
party to be notified, at the address set forth below, or at such 
other place of which the other party has been notified in 
accordance with the provisions of this Section 13.10.

	_________  *    _________ *
			_________ *
			_________ *
			__________*



	__________*     _________ *
			_________ *
			__________*
			_________ *



	__________*     _________ *
			__________*
			__________*
			_________ *




	_________ *     _________ *
			_________ *
			__________*
			_________ *


	_________*      _________ *
			__________*
			__________*
			_________ *

	Buyer:  3Com Corporation
		5400 Bayfront Plaza M/S 1410
		Santa Clara
		California  95052-8145
		Fax (408 764 6434)
		Attention:  Mark D Michael              


____________

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.



	With copy to:   Gray Cary Ware & Freidenrich
		400 Hamilton Avenue
		Palo Alto, CA 94301

		Attention:  J. Howard Clowes

Such notice will be treated as having been received upon actual 
receipt.

13.11   Time.  Time is of the essence of this 
Agreement.
 
 13.12  Construction of Agreement.  The titles and 
headings herein are for reference purposes only and shall not in 
any manner limit the construction of this Agreement which shall 
be considered as a whole.
 
 13.13  No Joint Venture.  Nothing contained in this 
Agreement shall be deemed or construed as creating a joint 
venture or partnership between any of the parties hereto.  No 
party is by virtue of this Agreement authorized as an agent, 
employee or legal representative of any other party.  No party 
shall have the power to control the activities and operations of 
any other and their status is, and at all times, will continue to 
be, that of independent contractors with respect to each other.  
No party shall have any power or authority to bind or commit any 
other.  No party shall hold itself out as having any authority or 
relationship in contravention of this Section 13.13.
 
 13.14  Pronouns.  All pronouns and any variations 
thereof shall be deemed to refer to the masculine, feminine or 
neuter, singular or plural, as the identity of the person, 
persons, entity or entities may require.
 
13.15   Absence of Third Party Beneficiary Rights.  
No provisions of this Agreement are intended, nor shall be 
interpreted, to provide or create any third party beneficiary 
rights or any other rights of any kind in any client, customer, 
affiliate, shareholder, partner of any party hereto or any other 
person or entity unless specifically provided otherwise herein, 
and, except as so provided, all provisions hereof shall be 
personal solely between the parties to this Agreement.

	IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement as of the date first set forth above.

3COM CORPORATION        

/s/ Mark D. Michael

By: Mark D Michael

Title: Vice President, General Counsel & Secretary


	COUNTERPART SIGNATURE PAGE TO 
	ACQUISITION AND EXCHANGE AGREEMENT
	DATED                             , 1995

	The foregoing Acquisition and Exchange Agreement is hereby 
agreed to and accepted.

____________ *



































__________  

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


	COUNTERPART SIGNATURE PAGE TO 
	ACQUISITION AND EXCHANGE AGREEMENT
	DATED                             , 1995

	The foregoing Acquisition and Exchange Agreement is hereby 
agreed to and accepted.



__________ *

































___________  

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


	COUNTERPART SIGNATURE PAGE TO 
	ACQUISITION AND EXCHANGE AGREEMENT
	DATED                             , 1995

      The foregoing Acquisition and Exchange Agreement is hereby 
agreed to and accepted.


__________ *


































__________  

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


	COUNTERPART SIGNATURE PAGE TO 
	ACQUISITION AND EXCHANGE AGREEMENT
	DATED                             , 1995

      The foregoing Acquisition and Exchange Agreement is hereby 
agreed to and accepted.

___________ *



































_____________  

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


	COUNTERPART SIGNATURE PAGE TO 
	ACQUISITION AND EXCHANGE AGREEMENT
	DATED                             , 1995

      The foregoing Acquisition and Exchange Agreement is hereby 
agreed to and accepted.

__________ *



































__________  

*       Confidential Treatment Requested.  Confidential Portion has 
been filed separately with the Securities and Exchange 
Commission.


	LIST OF EXHIBITS AND SCHEDULES:



SCHEDULE 1:     LIST OF SHAREHOLDERS

SCHEDULE 2:     LIMITATION OF LIABILITY

SCHEDULE 3:     LIST OF EMPLOYEES ENTERING INTO AMENDED EMPLOYMENT 
AGREEMENTS



EXHIBIT A:              PRIOR FINANCIAL STATEMENTS
 
 EXHIBIT B:             ESCROW AGREEMENT
 
 EXHIBIT C:             TAX WARRANTIES
 
EXHIBIT D:              PROPERTY WARRANTIES





	SCHEDULE 1

	LIST OF SHAREHOLDERS








	  (a)           (b)           (c)           (d)            (e)
Name of   Sonix Stock   Sonix Stock   Capacity in   Buyer Common Cash in lieu   
Seller    held at       to be sold    which Sonix   Stock to be    fractional 
	       Today's date    at Closing    Stock sold    issued       entitlements

Part I
______ *  64,884 "B"    64,884 "B"    Trustee       130,663        3.38
______ *  63,409 "B"    63,409 "B"    Custodian     127,692        26.89
______ *  31,707 "B"    31,707 "B"    Custodian     63,581         14.69
______ *  80,000 "B"    80,000 "B"    Custodian     161,103        22.48
______ *  60,000 "C"    60,000 "C"    LBO           12,827         25.88
______ *  300,001 "A"   195,001 "A"   LBO           392,692        3.45
			105,000 "A"   Trustee (1)
	

__________ 

*       Confidential Treatment Requested.  Confidential Portion has been filed 
separately with the Securities and Exchange Commission.




Part II

 (All United Kingdom)

______  *                1,000  "A"      BO          2,013       28.68

______  *                1,000  "A"      BO          2,013       28.68

______  *                12,000 "A"      BO         24,165       19.60

______  *                1,000  "A"      BO         2,013        28.68

______  *                12,000 "A"      BO         24,165       19.60

______  *                1,000  "A"      BO         2,013        28.68

______   *               500  "A"        BO         1,006        32.37

 ________  *             300  "A"        BO         604          5.00

 _________ *             200  "A"        BO         402          27.38

  ______*                1,500  "A"      BO         3,020        24.99

  _____  *               500  "A"        BO         1,006        32.37

 ______ *                3,000  "A"      BO         6,041        31.92

 ______ *                3,000  "A"      BO         6,041        31.92

_______ *                1,500  "A"      BO         3,020        24.99

 _______ *               500  "A"        BO         1,006        32.37

 _______ *               300  "A"        BO         604           5.00

 ______  *               500  "A"        BO         1,006         32.37

 _______ *               500  "A"        BO         1,006         32.37

 _______ *               9,000  "A"      BO         18,124        5.68

 _______ *               9,000  "A"      BO         18,124        5.68

 _______ *               500  "A"        BO         1,006         32.37

________*                1,500  "A"      BO          3,020        24.99



___________  

*       Confidential Treatment Requested.  Confidential Portion has been filed
 separately with the Securities and Exchange Commission.





	
	
	
 

 ________*               12,000  "A"       BO         24,165      19.60

_______ *                500  "A"          BO         1,006       32.37

 ________*               500  "A"          BO         1,006       32.37

_______*                 1,500  "A"        BO         3,020       24.99
 
_______*                 500  "A"          BO         1,006       32.37

 ________ *              3,000  "A"        BO         6,04        113.92

 _______ *               

 ________ *             1,500  "A"         BO         3,020       24.99

_________ *             500  "A"           BO         1,006       32.37

________*               300  "A"           BO         604         5.00

________*               300  "A"           BO         604         5.00

_______*                3,000  "A"         BO         6,041       13.92

_________*              1,500  "A"         BO         3,020       24.99

_________*              500  "A"           BO         1,006       32.37

_________  *            

_________*              200  "A"           BO         402         27.38

 _________*             1,000  "A"         BO         2,013       28.68

 ________*              4,000  "A"         BO         8,055       6.53

 ________*              300  "A"           BO         604         5.00

 ________*              1,500  "A"         BO         3,020       24.99

________*               300  "A"           BO         604         5.00

 ________*              500  "A"           BO         1,006       32.37

 _________*             3,000  "A"         BO         6,041       13.92

 _________  *           1,000  "A"         BO         2,013       28.62

________*               1,500  "A"         BO         3,020       24.99



 _______*               1,000  "A"         BO         2,013       28.68
 
_________*              300  "A"           BO         604         5.00

 ___________*           1,000  "A"         BO         2,013       28.68

 __________ *           3,000  "A"         BO         6,041       13.92

 _________*             500  "A"           BO         1,006       32.37
 


Notes

LBO             =       Registered holder and beneficial owner
Trustee (1)     =       Registered holder holding as bare nominee in favour 
                        of the persons 
listed in part II
BO              =       Beneficial owner        
Custodian       =       Custodian on behalf of the limited partners who hold 
                        beneficially















____________ 

*       Confidential Treatment Requested.  Confidential Portion has been filed 
separately with the Securities and Exchange Commission.


	SCHEDULE 2

	LIMITATION OF LIABILITY


In this Schedule the following terms and expressions shall have 
the following meanings:

"Buyers Group Undertaking" means the Buyer, a subsidiary 
undertaking or parent undertaking for the time being of the Buyer 
or a subsidiary undertaking for the time being of a parent 
undertaking of the Buyer and includes, for the avoidance of 
doubt, Sonix;

"Deferred Relief" means a Relief (other than a right to repayment 
of Taxation) which is taken into account in:

(a)     computing (and so reducing) a provision for deferred tax in 
the Sonix Financial Statements or in eliminating that 
provision; or

(b)     the Sonix Financial Statements as an asset;

"Event" means an event, act, transaction or omission, including, 
without limitation, a receipt or accrual of income or gains, 
distribution, failure to distribute, acquisition, disposal, 
transfer, payment, loan or advance;

"Relevant Claim" means a claim by the Buyer involving or relating 
(i) to a breach of a Warranty (as defined in Section 3 of the 
Agreement) or (ii) to a claim for indemnification under Section 
11; and

"Relief" means any loss, relief, allowance, exemption, set-off, 
deduction, right to repayment or credit or other relief of a 
similar nature granted by or available in relation to Taxation 
pursuant to any legislation or otherwise.



1.      The Sellers are not liable in respect of a Relevant 
Claim unless the amount that would otherwise be 
recoverable from the Sellers (but for this paragraph 1) 
in respect of that Relevant Claim exceeds 
		      *.






____________  

*       Confidential Treatment Requested.  Confidential Portion 
has been filed separately with the Securities and 
Exchange Commission.



2.      The Sellers are not liable in respect of a Relevant 
Claim unless and until the amount that would otherwise 
be recoverable from the Sellers (but for this paragraph 
2) in respect of that Relevant Claim, when aggregated 
with any other amount or amounts recoverable in respect 
of other Relevant Claims (excluding any amounts in 
respect of a Relevant Claim for which the Sellers have 
no liability because of paragraph 1), exceeds ________ * 
provided that, if such claims exceed __________ * the 
Sellers shall be liable in respect of the entire amount 
of such claims.

3.      A Seller's total liability in respect of all Relevant 
Claims is limited to its or his respective entitlement 
to the Escrow Shares (as defined in Section 2.4(a) of 
this Agreement).

4.      The Seller is not liable in respect of a Relevant Claim 
unless the Buyer has given the Representatives and the 
Escrow Agent (as those terms are defined in the Escrow 
Agreement) written notice of the Relevant Claim (stating 
in reasonable detail the nature of the Relevant Claim 
and, if practicable, a reasonable estimate of the amount 
claimed) on or before the earlier of __________*.

5.      The Sellers shall not be liable in respect of a Relevant 
Claim:

5.1.    to the extent that the matter giving rise to the 
Relevant Claim would not have arisen but for:

5.1.1.  an act after the date of this Agreement otherwise than 
in the ordinary course of business by or involving a 
Buyer's Group Undertaking or a director, employee or 
agent of a Buyer's Group Undertaking which it might 
reasonably have been foreseen would give rise to such 
Relevant Claim, other than acts carried out in pursuance 
of a legally binding arrangement entered into before the 
date of this Agreement.

5.1.2.  the passing of, or a change in, after the date of this 
Agreement a law, rule, regulation, interpretation of the 
law or administrative practice of a government, 
governmental department, agency or regulatory body or an 
increase in the Taxation rates or an imposition of 
Taxation, in each case not actually or prospectively in 
force at the date of this Agreement;


____________  

*       Confidential Treatment Requested.  Confidential Portion 
has been filed separately with the Securities and 
Exchange Commission.



5.2.    to the extent that the matter giving rise to the 
Relevant Claim is an amount for which Sonix has 
recovered against a person other than a Seller whether 
under a provision of applicable law, insurance policy or 
otherwise howsoever;
 
 5.3.   if a Buyer's Group Undertaking fails in a 
material respect to act in accordance with paragraph 7 
in connection with the matter giving rise to the 
Relevant Claim;
 
 5.4.   to the extent that the matter giving rise to 
the Relevant Claim was taken into account in computing 
the amount of an allowance, provision or reserve in the 
Sonix Financial Statements;
 
 5.5.to the extent that the matter giving rise to the 
Relevant Claim is a Taxation liability which arises in 
respect of income or profits arising since January 31, 
1995;
 
 5.6.to the extent that the matter giving rise to the 
Relevant Claim would not have arisen but for:
 
 5.6.1. a claim, election, surrender or 
disclaimer made, or notice or consent given for tax 
purposes after Closing (other than one the making, 
giving or doing of which was taken into account in 
computing a provision for Taxation in the Sonix 
Financial Statements under, or in connection with, a 
provision of an enactment or regulation relating to 
Taxation by a Buyer's Group Undertaking); or
 
5.6.2.  Sonix's failure or omission to make a claim, 
election, surrender or disclaimer, or give a notice, 
or consent, under, or in connection with, a provision 
of an enactment or regulation to Taxation after 
Closing, the anticipated making, giving or doing of 
which was both taken into account in computing the 
provision for Taxation in the Sonix Financial 
Statements and drawn to the Buyer's attention in the 
Sonix Disclosure Schedule:

	provided in either case that the relevant Buyer's Group 
Undertaking ought reasonably to have foreseen that the 
making, or failure or omission to make (as the case may 
be) of such claim, election, surrender, or disclaimer, 
or the giving, or failure to give, such notice or 
consent or the other action or omission would give rise 
to a Relevant Claim.

6.      The Buyer is not entitled to recover more than once in 
respect of any one matter giving rise to a Relevant 
Claim.
 
 7.     If a Buyer's Group Undertaking becomes aware of a matter 
which might give rise to a Relevant Claim:
 
 7.1.   the Buyer shall as soon as is reasonably practicable 
give written notice to the Sellers of the matter and shall 
consult with the Sellers with respect to the matter;
 
 7.2.   the Buyer shall, and shall ensure that each Buyer's Group 
Undertaking will, provide to the Sellers and their advisers 
reasonable access to premises and personnel and to relevant 
assets, documents and records within each Buyer's Group 
Undertaking's power or control for the purposes of investigating 
the matter and enabling the Sellers to take the action referred 
to in paragraph 7.4(a);
 
 7.3.   the Sellers (at their cost) may take copies of the 
documents or records, and photograph the premises or assets, 
referred to in paragraph 7.2;
 
7.4.    the Buyer shall and shall ensure that each Buyer's Group 
Undertaking will take any action and institute any proceedings, 
and give any information and assistance, as the Sellers may 
reasonably request to:

	(a)     dispute, resist, appeal, compromise, defend, 
remedy or mitigate the matter; or

	(b)     enforce against a person (other than the 
Sellers) a Buyer's Group Undertaking's rights in 
relation to the matter;

	and in each case on the basis that the Sellers shall 
fully indemnify the Buyer for all reasonable costs 
incurred as a result of a request or nomination by the 
Sellers.

7.5.    the Buyer shall not, and shall not ensure that no 
Buyer's Group Undertaking will, admit liability in respect of, or 
compromise or settle, the matter without prior written consent of 
the Sellers (not to be unreasonably withheld or delayed).
 
8.      In assessing any damages or other amounts recoverable 
for a Relevant Claim there shall be taken into account any 
corresponding savings by, or net benefit to, a Buyer's Group 
Undertaking.



9.1     If the Sellers pay to a Buyer's Group Undertaking an 
amount in respect of a Relevant Claim and a Buyer's Group 
Undertaking subsequently recovers from another person an amount 
which is referable to the matter giving rise to the Relevant 
Claim:
 
 9.1.1  if the amount paid by the Sellers in respect of 
the Relevant Claim is more than the Sum Recovered, 
the Buyer shall immediately pay to the Sellers an 
amount equal to the Sum Recovered in respect of the 
Relevant Claim.
 
 9.1.2  if the amount paid by the Sellers in respect of 
the Relevant Claim is less than or equal to the Sum 
Recovered, the Buyer shall immediately pay to the 
Sellers an amount equal to the amount paid by the 
Sellers.
 
9.2     For the purposes of paragraph 9.1, "Sum Recovered" means 
an amount equal to the total of the amount recovered from the 
other person plus any repayment supplement in respect of the 
amount recovered from the person under Section 825 of the Income 
and Corporation Taxes Act 1988 plus any interest in respect of 
the amount recovered from the person less any Taxation computed 
by reference to the amount recovered from the person payable by a 
Buyer's Group Undertaking and less all reasonable costs incurred 
by a Buyer's Group Undertaking in recovering the amount from the 
person.



10.     Nothing in this Schedule 2 restricts or limits the 
Buyer's general obligation at law to mitigate any loss or damage 
which it may incur in consequence of a matter giving rise to a 
Relevant Claim.
 
 11.    The Buyer shall, and shall ensure that Sonix will, 
preserve all documents, records, correspondence, accounts and 
other information whatsoever which Buyer ought reasonably to 
think may be materially relevant to a matter which may give rise 
to a Relevant Claim.
 
 11.1.  Where:
 
 11.1.1.        an amount of Taxation paid by Sonix has resulted in a 
Relief (the "Relevant Relief"); and
 
11.1.2. the Sellers have made a payment to the Buyer in respect 
of the Taxation in satisfaction of a Relevant Claim,

	the Buyer shall ensure that Sonix, so far as possible, 
uses the Relevant Relief before other Relief and pays to 
the Sellers an amount equal to the amount by which 
Sonix' Taxation liability is to be reduced as a result 
of the use of the Relevant Relief within five days 
before the date on which Sonix' liability to make a 
payment of Taxation is to be reduced as a result of the 
Relevant Relief.

11.2.   If and to the extent that:
 
 11.2.1.        an expenditure by Sonix or provision or reserve for or 
on account of a matter, has been treated as deductible or 
allowable for Taxation purposes in the Sonix Financial 
Statements; and
 
11.2.2. a Relevant Claim arises because the expenditure, 
provision or reserve, or a part of it, is not deductible or 
allowable in respect of the accounting period in which it was 
treated as deductible or allowable, but it is deductible or 
allowable in another accounting period,

	the value to Sonix of the deduction or allowance 
obtained in the relevant accounting period in respect of 
the expenditure, provision or reserve whether by way of 
reduced Taxation liability, an amount payable for group 
relief surrender or otherwise is to be treated as a 
"Benefit" for the purpose of paragraph 11.4.

11.3.   If and to the extent that:
 
 11.3.1.        any income, profit or gain of Sonix not 
received by Sonix is found to be subject to Taxation;
 
 11.3.2.        the Taxation gives rise to a Relevant 
Claim; and
 
11.3.3. Sonix subsequently receives the income, 
profit or gain and it is not subject to Taxation,

	the amount of tax which would otherwise have been 
payable in respect of the income, profit or gain is to 
be treated as a "Benefit" for the purposes of paragraph 
11.4.

11.4.   If the Seller has made a payment to the Buyer in 
satisfaction of a Relevant Claim of a type mentioned in paragraph 
11.2 or 11.3, the Buyer shall pay the Seller an amount equal to 
any Benefit but not so as to exceed the corresponding payment 
made by the Seller to the Buyer in satisfaction of such Relevant 
Claim.
 
11.5.   As soon as reasonably practicable following a written 
request from the Sellers, the Buyer shall ensure that Sonix' 
auditors certify the amount of any payment due to the Seller's 
under paragraph 11.4.


	SCHEDULE 3



	LIST OF EMPLOYEES ENTERING INTO AMENDED EMPLOYMENT AGREEMENTS


	____________ *  _________  *    ___________ *
	____________ *  __________ *    ___________ *
	____________ *  ____________ *   ____________*
	____________ *   ____________*    ____________ *
	____________ *  _________  *    ___________ *
	____________ *  __________ *    ___________ *
	____________ *  ____________ *   ____________*
	____________ *   ____________*    ____________ *
	____________ *  _________  *    ___________ *
	____________ *  __________ *    ___________ *
	____________ *  ____________ *   ____________*
	____________ *   ____________*    ____________ *
	____________ *  _________  *    ___________ *
	____________ *  __________ *  

















			  ____________ 

*       Confidential Treatment Requested.  Confidential Portion 
has been filed separately with the Securities and 
Exchange Commission.


	EXHIBIT C - Taxation Warranties



	Sellers hereby jointly and severally warrant and 
undertake to Buyer as follows:



1.      The Sonix Financial Statements reserve or provide in 
full for all Taxation (as defined in Section 3.5) for which Sonix 
was liable at the date of Sonix Financial Statements whether or 
not Sonix has or may have any right or reimbursement against any 
other person and the Sonix Financial Statements reserve or 
provide in full for any contingent or deferred liability for 
Taxation.
 
2.      Sonix has duly complied with its obligations in 
relation to pay as you earn and earnings-related contributions 
and its reporting obligations to the Inland Revenue in connection 
with any benefits provided to employees and directors of Sonix.
 
3.      Sonix has sufficient records to calculate the 
liability to Taxation which would arise on any disposal or 
realization of any asset owned by Sonix at the date of Sonix 
Financial Statements or acquired since that date but before the 
Closing.
 
4.      Sonix has duly submitted all claims and disclaimers 
which have been assumed to have been made for the purposes of the 
Sonix Financial Statements.
 
5.      Sonix is duly registered in accordance with the Value 
Added Tax Act 1983 ("VATA") and has made, given, obtained and 
kept, complete, correct and up-to-date records, invoices and 
other documents appropriate or required for the purposes thereof 
and is not in arrears with any payment or returns due thereunder 
and has not been required by H.M. Customs & Excise to give 
security under paragraph 5 of Schedule 7 VATA.
 
6.      Sonix has never been a member of a group for the 
purposes of Section 29 VATA.
 
7.      Sonix has not been in default in respect of any 
accounting period for the purposes of Section 19(l) Finance Act 
1985.
 
8.      Full details of any claim for bad debt relief under 
Section 22 VATA made by Sonix are set out or annexed to the Sonix 
Disclosure Schedule Letter.
 
9.      All value added tax payable upon the importation of 
goods and all customs or excise duties payable in respect of any 
assets (including trading stock) imported or owned by Sonix have 
been paid in full.
 
10.     Sonix is not and does not expect to be involved 
in any dispute in relation to Taxation and neither the Inland 
Revenue, Customs and Excise or other fiscal authority concerned 
has investigated or indicated that it intends to investigate 
Sonix.
 
11.     In the Sonix Financial Statements the value 
attributed to each asset of Sonix at the date of Sonix Financial 
Statements is such that on any disposal of any asset for a 
consideration equal to such value (and disregarding any statutory 
right to claim any allowance or relief): (i) no liability to 
Taxation will arise; and (ii) no balancing charge will be made on 
Sonix.
 
12.     No liability to Taxation will arise on the 
disposal by Sonix of any asset acquired since the date of Sonix 
Financial Statements but prior to the Closing for a consideration 
equal to the consideration actually given for the acquisition.
 
13.     Since the date of Sonix Financial Statements 
Sonix has not entered into or been a party to any transaction, 
otherwise than in the ordinary course of business, which will or 
may give rise to a liability to Taxation, and no accounting 
period of Sonix has terminated.
 
14.     Sonix will not incur any liability to Taxation 
under Section 347 Income and Corporation Taxes Act 1988 ("Taxes 
Act"), Section 132 Finance Act 1988 or Section 134 Finance Act 
1989.
 
15.     Full details of all assets currently owned by 
Sonix on or after the date of Sonix Financial Statements in 
respect of which a charge to Taxation might arise under Section 
278 Taxes Act 1970 have been disclosed in writing to the Buyer.
 
16.     Full particulars of each claim under Sections 
115 to 117 CGTA made prior to the date hereof which affects any 
asset owned by Sonix on or after the date of Sonix Financial 
Statements have been disclosed in writing to the Buyer.
 
17.     Sonix has not made any repayment of share 
capital to which Section 210 Taxes Act applies or issued any 
share capital as paid up otherwise than by the receipt of new 
consideration within the meaning of Part IV Taxes Act.
 
18.     Sonix is not liable to make any payment of 
interest or any annual payment for which no relief will be 
received by reason of Section 125 Taxes Act or Section 787 Taxes 
Act or by reason of it being a distribution.
 
19.     Sonix has made all deductions in respect, or on 
account, of any Taxation from any payments which it is required 
or entitled to make and has accounted in full to the appropriate 
authority for all amounts so deducted in accordance with 
statutory requirements.
 
20.     Sonix has never been resident outside the UK, 
nor has it ever carried on any trade, business or other 
activities outside the UK.
 
21.     Sonix has not without prior consent caused, 
permitted or entered into any of the transactions specified in 
Section 765 Taxes Act.
 
22.     Sonix has not in the six years preceding the 
Closing been a party to any transaction in respect of which Sonix 
would be liable to Taxation under the provisions of Part XVII 
Taxes Act or as a result of the principle in Furniss v. Dawson 55 
TC 324.
 
23.     Sonix does not hold any shares as trading 
stock.
 
24.     Except as provided in the Sonix Financial 
Statements, no event, transaction, act or omission has occurred 
which would result in Sonix becoming liable to pay or to bear any 
Taxation which is primarily or directly chargeable against or 
attributable to any person, firm or company other than Sonix.
 
25.     The Disclosure Letter sets out full details of 
all claims for group relief under Chapter IV of Part X Taxes Act 
and full details of all claims for the surrender of advance 
corporation tax under Section 240 Taxes Act for the six years 
preceding the date of Sonix Financial Statements and Sonix is not 
liable to make any payment for any group relief or advance 
corporation tax surrendered to it.
 
26.     Group income elections under Section 247 Taxes 
Act have been made and remain in force.
 
27.     Sonix has never been a close company.
 
28.     There is no unsatisfied liability to 
inheritance tax attached or attributable to the assets of Sonix 
or the shares of Sonix and neither the assets nor the shares are 
subject to an Inland Revenue charge as mentioned in Section 237 
IHTA.
 
29.     No person has the power under Section 212 IHTA 
to raise any inheritance tax by sale or mortgage of or by a 
terminable charge on any of Sonix's assets.
 
30.     Sonix does not have any outstanding liability 
to pay development land tax by instalments.
 
31.     All documents which are requested to be stamped 
and are in the possession of Sonix or by virtue of which Sonix 
has any right have been duly stamped.
 
32.     Sonix has not incurred a liability to stamp 
duly reserve tax since the date of Sonix Financial Statements.
 
33.     Sonix has not entered into any transaction in 
respect of which any clearance or consent was required in 
circumstances where such consent or clearance was not first 
properly obtained, all material facts, circumstances and 
information first having been supplied to the relevant tax or 
other authority.  Any transaction for which such consent or 
clearance was obtained has been carried out in strict accordance 
with the terms of such consent or clearance.
 
34.     There has been no change in the ownership of 
Sonix nor any major change in the nature or conduct of any trade 
or business carried on by Sonix.
 
35.     No payment or series of payments has been made 
nor expense or series of expenses claimed in computing the 
profits of Sonix which will not be deductible for the purposes of 
computing the corporation tax liability of Sonix.
 
36.     Sonix has no pre-entry loss as defined in 
Schedule 7A to the TCGA, nor would the amount of any allowable 
loss which might accrue to Sonix be liable to be reduced or 
eliminated nor the amount of chargeable gain be liable to be 
created or increased by virtue of any depreciatory transaction or 
reduction in value of that or any related asset for the purposes 
of corporation tax on chargeable gains.
 
37.     Sonix has received no notice of the making of 
any direction of a direction under Section 747 Taxes Act and no 
circumstances exist which would entitle the Inland Revenue to 
make such a direction.


	EXHIBIT D - Property Warranties





	Sonix and Sellers hereby jointly and severally warrant 
that, other than as disclosed to the Buyer:



1       Sonix has a good and marketable title to all 
leasehold property (the "Property") for the estate or interest 
set out in Sonix Disclosure Schedule free from all options, 
liens, charges, mortgages, disputes, encumbrances, tenancies 
(including tenancies protected by statute or otherwise), adverse 
rights, informal adverse arrangements and overriding interests as 
defined by Section 70(l) (as amended) of the Land Registration 
Action 1925.
 
2       The Property comprises all the land and buildings 
owned, leased or occupied by Sonix since the date of its 
incorporation and its has and will at the Closing have exclusive, 
undisputed and unrestricted possession of the Property.
 
3       Sonix has complied in any material respect with all 
covenants and obligations including statutory obligations 
relating to the Property.
 
4       All development of the Property for the purposes of 
the business of Sonix has been and is in accordance with 
unconditional and valid consents unlimited in time under the 
Planning Acts, the current use of the Property is the permitted 
use under the Planning Acts and accords with any zoning 
stipulations or requirements, does not contravene any laws or 
regulations, and all necessary consents including planning 
consents, industrial development certificates, office development 
permits and Building Regulations and bye-law approvals have been 
obtained and are in force and not such consents, permits or use 
of the Property in the event of its demolition or destruction.
 
5       All necessary consents, including planning consents, 
industrial development certificates, office development permits 
and Building Regulations and bye-law approvals have been obtained 
and are in force for any proposed development or use of all or 
any part of the Property required for the purpose of the business 
of Sonix or in respect of which Sonix has incurred any expense or 
entered into any commitment.
 
6       The Property is not affected by any resolutions, 
directions or proposals for any demolition, clearance, closing, 
road building or widening or compulsory acquisition, nor is it 
subject to any outstanding fiscal claim, liability or contingent 
liability.
 
7       The Property is not, save as disclosed in the leases, 
subject to any restriction against charging, letting, 
underletting or assignment.
 
8       There are no subsisting material entries registered 
against the Property or Sonix or under the relevant title numbers 
at H.M. Land Registry, H.M. Land Charges Registry or at the Local 
Land Charges Registry or elsewhere affecting the Property or 
Sonix.
 
9       There are no notices, charges, restrictions, or 
requirements of or agreements with any local, planning or other 
authority or covenants (restrictive or otherwise) exceptions, 
restrictions or reservations detrimentally affecting the Property 
or adversely affecting its value or any existing or proposed use 
of the Property and there are no circumstances known or which 
would on reasonable enquiry be known to Sonix, its officers, or 
the Sellers, which are likely to result in any such notice, 
charge, restriction or requirement being given or made.
 
10      Sonix has not granted any option or right over the 
Property or dispose of, lease, charge, or part with possession of 
the Property or any part thereof nor will it agree to do so.
 
11      There are adequate facilities and all necessary 
consents for the supply of water, power and all necessary or 
usual services to the Property and the discharge of effluent 
therefrom and the Property has the benefit of all easements or 
wayleaves necessary for the Property and the existing and any 
proposed use of the Property.
 
12      The Property is not subject to any outgoings other 
than rent, service charges and the usual general and water rates.
 
13      The roadways abutting the Property are maintained at 
the public expense.
 
14      Sonix has not made any application for any planning 
consents.
 
15      The existing use of the Property is not dependent on 
any event which would require Sonix to make any such application 
as is mentioned in the preceding paragraph thereof.
 
16      There is no indication, formal or otherwise, which 
has been communicated to Sonix that any Local Authority or other 
governmental authority or agency intends to acquire the Property.
 
17      The Replies to property and environmental enquiries 
raised by Baker & McKenzie on behalf of the Buyer are true and 
accurate in all material respects.
 



 

EX-2

Exhibit 7.2        
	
     *  Confidential treatment requested.  Confidential portion has been filed 
separately with the Securities and Exchange Commission.
	
	
	
	
	
	ESCROW AGREEMENT 


	This Escrow Agreement (the "Agreement") is entered into as 
of                  1995, by and among 3Com Corporation, a 
California corporation ("Buyer"), the shareholders of Sonix 
Communications Limited, a company registered in England under No. 
2711561 ("Sonix"), whose names are listed at the end of this 
Escrow Agreement (collectively, the "Holders"), and the Escrow 
Agent named herein.

	A.      Buyer and Holders have entered into an Acquisition and 
Exchange Agreement dated as of March 22, 1995, (the "Acquisition 
Agreement") pursuant to which Buyer will on the date hereof 
purchase from the Holders, and each of the Holders will sell to 
the Buyer, all of the shares of Sonix capital stock in exchange 
for shares of Buyer Common Stock. Capitalized terms used in this 
Agreement and not otherwise defined herein will have the meanings 
given them in the Acquisition Agreement.

	B.      Pursuant to the Acquisition Agreement, an aggregate of 
1,208,279 shares of Buyer Common Stock are to be issued to the 
Holders (the "Consideration Stock").

	C.      The Acquisition Agreement provides for _____* of the 
Consideration Stock (the "Escrow Shares") to be placed in an 
escrow account (the "Escrow Account") to secure contingent 
obligations to Buyer in respect of certain indemnification rights 
arising on and other breaches of the Warranties under the 
Acquisition Agreement on the terms and conditions set forth 
herein.  The Escrow Shares required to be deposited in the Escrow 
Account pursuant to this Agreement are shown on Exhibit A 
attached hereto.

	D.      The parties hereto desire to establish the terms and 
conditions pursuant to which the Escrow Shares of each Holder 
will be deposited, held in, and disbursed from the Escrow 
Account.

	NOW, THEREFORE, the parties hereto hereby agree as follows:



1.      Escrow 



		(a)     Escrow of Shares.  The Escrow Shares will be held 
in escrow by Bank of Boston (the "Escrow Agent"), as collateral 
for the Holders' said contingent obligations under the 
Acquisition Agreement until such Escrow Shares are required to be 
released to the Holders pursuant to the terms of this Agreement. 
The Escrow Shares will include "Additional Escrow Shares" as that 
term is defined in Section 2(b) of this Agreement.  The Escrow 
Agent agrees to accept delivery of the Escrow Shares and to hold 
such Escrow Shares in escrow subject to the terms and conditions 
of this Agreement.

		(b)     Warranty and Indemnification. The Holders have 
made the Warranties to Buyer and have agreed under the terms of 
Section 11 of the Acquisition Agreement to indemnify and hold 
harmless Buyer from certain such breaches, subject to the 
limitations set forth therein. The Holders agree that the Escrow 
Shares will be held as security, in the manner provided in the 
Acquisition Agreement and this Agreement, for any damages, costs 
or expenses ("Damages") arising from any breach of the Warranties 
and any indemnification rights in relation thereto. Promptly 
after the receipt by Buyer of notice or discovery of any claim, 
Damage or legal action or proceeding giving rise to a possible 
action for breach of Warranty or an indemnification right, Buyer 
will give the Representation and the Escrow Agent written notice, 
in accordance with Section 3 hereof, of such claim, Damage, legal 
action or proceeding (a "Claim"). Notification and conduct of 
Claims shall be in accordance with the provisions of Schedule 2 
of the Acquisition Agreement.

		(c)     Limitation on Liability.          
In accordance with the terms of the Acquisition Agreement, the maximum 
liability of each Holder for any matter set forth in this Agreement shall 
be such Holder's pro rata share of such liability based on the respective 
interests of each Holder in the Escrow Shares as set forth next 
to such Holder's name on Exhibit A, and shall not exceed the 
forfeiture of the entire number of shares of Buyer Common Stock 
received by such Holder in the Acquisition that are held in 
escrow. Payments for Claims shall be deducted from the Escrow 
Shares of each Holder in proportion to the number of shares of 
Buyer Common Stock received by each Holder in the Acquisition as 
set forth on Exhibit A.

2.      Deposit of Escrow Shares: Release from Escrow.

		(a)     Delivery of Escrow Shares.  On the date hereof 
being the Closing of the Acquisition Agreement, the Escrow Shares 
will be delivered by Buyer to the Escrow Agent in the form of a 
duly authorised stock certificate issued in the name of the 
Escrow Agent or its nominee. In the event Buyer issues any 
Additional Escrow Shares (as defined below) during the 
continuance of this Agreement, such shares will be issued in the 
name of the Escrow Agent and delivered to the Escrow Agent in the 
same manner as the Escrow Shares delivered on the Closing Date.

		(b)     Dividends Voting and Rights of Ownership. Except 
for tax-free dividends paid in stock declared with respect to the 
Escrow Shares pursuant to Section 305(a) of the Code ("Additional 
Escrow Shares"), any cash dividends, dividends payable in 
securities or other distributions of any kind made in respect of 
the Escrow Shares will be distributed currently to the Holders.  
Each Holder will have voting rights with respect to the Escrow 
Shares deposited in the Escrow Account with respect to such 
Holder so long as such Escrow Shares are held in escrow, and 
Buyer shall take all reasonable steps necessary to allow the 
exercise of such rights. While the Escrow Shares remain in the 
Escrow Agent's possession pursuant to this Agreement, the Holders 
will retain and will be able to exercise all other incidents of 
ownership of said Escrow Shares which are not consistent with the 
terms and conditions hereof.

		(c)     Distribution to Holders. _________________,* the 
Escrow Agent shall release from escrow to the Holders their 
respective Escrow Shares plus all Additional Escrow Shares less 
with respect to each such Holder (A) such Holder's pro rata 
portion of any Escrow Shares delivered to Buyer in accordance 
with Section 3 hereof in satisfaction of Claims by Buyer and (B) 
such Holder's pro rata portion of any Escrow Shares subject to 
delivery to Buyer in accordance with Section 3 hereof with 
respect to any pending but unresolved Claims of Buyer as of the 
such date.  Any Escrow Shares held as result of subclause (B) 
above shall be released to the Holders or released to Buyer (as 
appropriate) promptly upon resolution of each specific Claim 
involved.

		(d)     Release of Shares. The Escrow Shares will be held 
by Escrow Agent until required to be released pursuant to Section 
2(c) above.  Upon the applicable release condition being met, 
Escrow Agent will deliver to each Holder the requisite number of 
Escrow Shares to be released on such date as identified by Buyer 
and the Representatives to the Escrow Agent in writing, in the 
form of stock certificate(s) issued in the name of such Holder.  
Buyer and Representatives undertake to deliver a notice to Escrow 
Agent identifying the number of Escrow Shares to be released 
_________.* Escrow Shares shall be released to the respective 
Holders in proportion to their respective interests as set forth 
in Exhibit A.  Buyer will take such action as may be necessary to 
cause such certificates to be issued in the names of the 
appropriate Holders on the appropriate date as set forth above.  
Certificates representing Escrow Shares so issued that are 
subject to resale restrictions under applicable securities laws 
will bear a legend to that effect as provided for in the 
Acquisition Agreement.  Cash will be paid in lieu of fractions of 
Escrow Shares in an amount equal to the product determined by 
multiplying such fraction by the Determined Price of Buyer Common 
Stock.  _______,* Buyer will deposit with Escrow Agent sufficient 
funds to pay such cash amounts for fractional shares.  The 
"Determined Price" shall mean $56.99375 per share of Buyer Common 
Stock.

		(e)     No Encumbrance. Save for the obligations 
hereunder, no Escrow Shares or any beneficial interest therein 
may be pledged, sold, assigned or transferred, including by 
operation of law, by a Holder or be taken or reached by any legal 
or equitable process in satisfaction of any debt or other 
liability of a Holder, prior to the delivery to such Holder of 
the Escrow Shares by the Escrow Agent.

		(f)     Power to Transfer Escrow Shares. Escrow Agent is 
hereby granted the power to effect any transfer of Escrow Shares 
contemplated by this Agreement.  Buyer will cooperate with Escrow 
Agent in promptly issuing stock certificates to effect such 
transfers.

3.      Resolution of Notice of Claim and Transfer of Escrow 
Shares. Any notice of Claim (a "Notice of Claim") received by 
Representatives and the Escrow Agent pursuant to Schedule 2 of 
the Acquisition Agreement will be resolved as follows:

		(a)     Uncontested Claims. In the event that the 
Representatives do not contest the Claim in writing to the Escrow 
Agent and Buyer or pay the amount demanded within 45 calendar 
days after such Notice of Claim is deemed delivered pursuant to 
Section 13 of the Acquisition Agreement, the Escrow Agent will 
immediately transfer to Buyer for cancellation that number of 
Escrow Shares having a value (determined pursuant to Section 3(c) 
hereof) equal to the amount specified in the Notice of Claim and 
notify the Representatives of such transfer.

		(b)     Contested Claims. In the event that the 
Representatives give written notice contesting all, or a portion 
of, a Notice of Claim to Buyer and the Escrow Agent (a "Contested 
Claim") within the 45-day period provided above, no transfer of 
Escrow Shares up to the aggregate amount equal to the value of 
such Claim (determined pursuant to Section 3(c) hereof) shall be 
made until the amount of the Claim is settled as between the 
Representatives and Buyer or determined by a court of competent 
jurisdiction as set out in the Acquisition Agreement, and the 
Escrow Agent will continue to hold in the Escrow Account such 
number of the Escrow Shares having a value sufficient to cover 
such Claim (notwithstanding the expiration of the Release Date) 
until (i) execution of a settlement agreement by Buyer and the 
Representatives setting forth a resolution of the Notice of 
Claim, or (ii) receipt of a copy of the final judgment of a court 
of competent jurisdiction.

		(c)     Determination of Amount of Claims. Any amount 
owned to Buyer hereunder determined pursuant to Section 3(a) or 
3(b) above, will be immediately payable to Buyer out of the 
Escrow Shares then held by the Escrow Agent at a per share value 
equal to the Determined Price per share of Buyer Common Stock.

		(d)     No Exhaustion of Remedies. Buyer need not exhaust 
any other remedies that may be available to it but may proceed 
directly in accordance with the provisions of this Agreement and 
the Acquisition Agreement.  Buyer may institute Claims against 
the Escrow Shares and in satisfaction thereof may recover Escrow 
Shares, in accordance with the terms of this Agreement, without 
making any other Claims directly against Holders and without 
rescinding or attempting to rescind the transactions consummated 
pursuant to the Acquisition Agreement.  The assertion of any 
single Claim hereunder will not bar Buyer from asserting other 
claims hereunder.

4.      Escrow Agent.  The provisions of Exhibit B hereof 
setting forth the provisions concerning the Escrow Agent are 
hereby expressly incorporated herein and made a part hereof.
 
5.      Holders' Representatives. For purposes of this Agreement the 
Holders, without any further action on the part of any 
such holders, shall be deemed to have consented to the 
appointment of the following persons:
1.              _____________________
		_____________________
		_____________________*

2.              _____________________
		_____________________
		_____________________
		_____________________
		_____________________*

3.              _____________________
		_____________________
		_____________________
		_____________________
		_____________________*

4.              _____________________
		_____________________
		_____________________
		_____________________
		_____________________*

as the representatives of the Holders (the "Representatives"), as 
the attorneys-in-fact for and on behalf of each Holder, and the 
taking by the Representatives of any and all actions and the 
making of any decisions required or permitted to be taken by them 
under this Agreement, including, without limitation, the exercise 
of the power to (i) authorise delivery to Buyer of the Escrow 
Shares, or any portion thereof in satisfaction of Claims, (ii) 
agree to, negotiate, enter into settlements and compromises of, 
and comply with orders of courts with respect to such Claims, 
(iii) resolve any Claims and (iv) take all actions necessary in 
the judgment of the Representatives for the accomplishment of the 
foregoing and all of the other terms, conditions and limitations 
of this Agreement.  Accordingly, the Representatives have 
unlimited authority and power to act on behalf of each Holder 
with respect to this Agreement and the disposition, settlement or 
other handling of all Claims, rights or obligations arising under 
this Agreement.  The Holders will be bound by all actions taken 
by the Representatives in connection with this Agreement and 
Buyer shall be entitled to rely on any action or decision of the 
Representatives.  In performing their functions hereunder, the 
Representatives will not be liable to the Holders in the absence 
of gross negligence or wilful misconduct.  All actions and 
decisions taken by the Representatives on behalf of the Holders 
under this Agreement shall be by unanimous consent of all of the 
Representatives.

5.      Notices. All notices, instructions and other 
communications required or permitted to be given hereunder or 
necessary or convenient in connection herewith must be in writing 
in accordance with the provisions of Section 13.11 of the 
Acquisition Agreement and notices to the Escrow Agent shall be 
pursuant to paragraph VI of Exhibit B hereof.
 
6.      General.        

		(a)     Governing Law. This Agreement will be governed by 
and construed in accordance with the laws of England and each of 
the parties admits to the exclusive jurisdiction of the English 
courts; provided however, English courts shall not be an 
appropriate jurisdiction for any actions involving only non-U.K. 
parties.  The Buyer, Holders and Escrow Agent hereby waive any 
objection which they might at any time have to the courts of 
England being nominated as the forum to hear and decide any 
proceedings and to settle disputes and agree not to claim that 
the courts of England are not a convenient forum.

		(b)     Counterparts. This Agreement may be executed in 
two or more counterparts, each of which will be deemed an 
original, but all of which together will constitute one and the 
same instrument.

		 (c)    Entire Agreement. Except as set forth in the 
Acquisition Agreement, this Agreement constitutes the entire 
understanding and agreement of the parties with respect to the 
subject matter of this Agreement and supersedes all prior 
agreements or understandings, written or oral, between the 
parties with respect to the subject matter hereof.

		(d)     Waivers. No waiver by any party hereto of any 
condition or of any breach of any provision of this Agreement 
shall be effective unless in writing.  No waiver by any party of 
any such condition or breach, in any one instance, shall be 
deemed to be a further or continuing waiver of any such condition 
or breach or a waiver of any other condition or breach of any 
other provision contained herein.

7.      Expenses of Representatives.  The Representatives shall 
not be entitled to receive any compensation from Buyer or the 
Holders in connection with this Agreement.  Any fees and expenses 
incurred by the Representatives in connection with actions taken 
pursuant to the terms of this Agreement shall be paid by the 
Holders to the Representatives in proportion to their percentage 
interests set forth on Exhibit A.  Any fees and expenses incurred 
by the Escrow Agent in connection with actions taken pursuant to 
the terms of this Agreement shall be paid one-half by the Buyer 
and the remaining one-half by the Holders in proportion to their 
percentage interests set forth on Exhibit A.
 
8.      Limitation of Responsibility: Notices. The Escrow 
Agent's duties are limited to those set forth in this Agreement 
and the Escrow Agent may rely upon the written notices delivered 
to the Escrow Agent hereunder.
 
9.      Amendment. This Agreement may be amended with the 
written consent of Buyer, the Escrow Agent and the 
Representatives.

	IN WITNESS WHEREOF, the parties have duly executed this 
Agreement as of the day and year first above written and shall be 
effective as to all the Holders when executed by Buyer, the 
Escrow Agent and Holders holding all of the Escrow Shares.

3COM:                         ESCROW AGENT:

/s/ Mark D. Michael              /s/ Kelly Caldwell
- -------------------           ---------------------
By:  Mark D. Michael            Name:  Kelly Caldwell

Title:  V.P., General Counsel
	  and Secretary


	COUNTERPART SIGNATURE PAGE TO 
	ESCROW AGREEMENT

	DATED May 1, 1995

	The foregoing Escrow Agreement is hereby agreed to and 
accepted.


______________________________*


	COUNTERPART SIGNATURE PAGE TO 
	ESCROW AGREEMENT

	DATED May 1, 1995

      The foregoing Escrow Agreement is hereby agreed to and 
accepted.


______________________________*


	COUNTERPART SIGNATURE PAGE TO 
	ESCROW AGREEMENT

	DATED May 1, 1995

      The foregoing Escrow Agreement is hereby agreed to and 
accepted.


______________________________*


	COUNTERPART SIGNATURE PAGE TO 
	ESCROW AGREEMENT

	DATED May 1, 1995

      The foregoing Escrow Agreement is hereby agreed to and 
accepted.


______________________________*


	COUNTERPART SIGNATURE PAGE TO 
	ESCROW AGREEMENT

	DATED May 1, 1995

      The foregoing Escrow Agreement is hereby agreed to and 
accepted.


______________________________*


	EXHIBIT A


Name of Seller      (a)          (b)        (c)       (d)         (e)
		Sonix Stock    Buyer     Buyer      Buyer      Percentage
		to be sold    Common     Common     Common         of
		at Closing  Stock to be Stock to be Stock to be  Escrow
			      issued    issued to   issued to      
				       shareholder  Escrow Agent
- -----------     ------------   --------   -------   ------    ------
___________*     64,884  "B"    130,663   117,597   13,066    10.82
___________*     63,409  "B"    127,692   114,923   12,769    10.57
___________*     31,707  "B"     63,851    57,466    6,385     5.29
___________*     80,000  "B"    161,103   144,993   16,110    13.34
___________*     60,000  "C"    120,827   108,745   12,082    10.00
___________*    195,001  "A"
		105,000  "A"    392,692   353,423   39,269    32.51
___________*      1,000  "A"      2,013     1,812      201     0.17
___________*      1,000  "A"      2,013     1,812      201     0.17
___________*     12,000  "A"     24,165    21,749    2,416     2.00
___________*      1,000  "A"      2,013     1,812      201     0.17
___________*     12,000  "A"     24,165    21,749    2,416     2.00
___________*      1,000  "A"      2,013     1,812      201     0.17
___________*        500  "A"      1,006       906      100     0.08
___________*        300  "A"        604       544       60     0.05
___________*        200  "A"        402       362       40     0.03
___________*      1,500  "A"      3,020     2,718      302     0.25
___________*        500  "A"      1,006       906      100     0.08
___________*      3,000  "A"      6,041     5,437      604     0.50
___________*      3,000  "A"      6,041     5,437      604     0.50
___________*      1,500  "A"      3,020     2,718      302     0.25
___________*        500  "A"      1,006       906      100     0.08
___________*        300  "A"        604       544       60     0.05
___________*        500  "A"      1,006       906      100     0.08
___________*        500  "A"      1,006       906      100     0.08
___________*      9,000  "A"     18,124    16,312    1,812     1.50
___________*      9,000  "A"     18,124    16,312    1,812     1.50
___________*        500  "A"      1,006       906      100     0.08
___________*      1,500  "A"      3,020     2,718      302     0.25
___________*     12,000  "A"     24,165    21,750    2,415     2.00
___________*        500  "A"      1,006       906      100     0.08
___________*        500  "A"      1,006       906      100     0.08
___________*      1,500  "A"      3,020     2,718      302     0.25
___________*        500  "A"      1,006       906      100     0.08
___________*      3,000  "A"      6,041     5,437      604     0.50
___________*      1,500  "A"      3,020     2,718      302     0.25
___________*        500  "A"      1,006       906      100     0.08
___________*        300  "A"        604       544       60     0.05
___________*        300  "A"        604       544       60     0.05
___________*      3,000  "A"      6,041     5,437      604     0.50
___________*      1,500  "A"      3,020     2,718      302     0.25
___________*        500  "A"      1,006       906      100     0.08
___________*        200  "A"        402       362       40     0.03
___________*      1,000  "A"      2,013     1,812      201     0.17
___________*      4,000  "A"      8,055     7,250      805     0.67
___________*        300  "A"        604       544       60     0.05
___________*      1,500  "A"      3,020     2,718      302     0.25
___________*        300  "A"        604       544       60     0.05
___________*        500  "A"      1,006       906      100     0.08
___________*      3,000  "A"      6,041     5,437      604     0.50
___________*      1,000  "A"      2,013     1,812      201     0.17
___________*      1,500  "A"      3,020     2,718      302     0.25
___________*      1,000  "A"      2,013     1,812      201     0.17
___________*        300  "A"        604       544       60     0.05
___________*      1,000  "A"      2,013     1,812      201     0.17
___________*      3,000  "A"      6,041     5,437      604     0.50
___________*        500  "A"      1,006       906      100     0.08


	EXHIBIT B

	CONCERNING THE ESCROW AGREEMENT


	I.      Escrow Agent's Duties and Responsibilities.  Escrow 
Agent may act upon any instrument or other writing believed by it 
in good faith to be genuine and to have been signed or presented 
by the proper person and shall not be liable to any party hereto 
in connection with the performance of its duties hereunder, 
except for its own gross negligence or wilful misconduct. Escrow 
Agent's duties shall be determined only with reference to this 
Escrow Agreement and applicable laws and Escrow Agent is not 
charged with knowledge of or any duties or responsibilities in 
connection with any other document or agreement. If in doubt as 
to its duties and responsibilities hereunder, Escrow Agent may 
consult with counsel of its choice and shall be protected in any 
action taken or omitted in connection with the advice or opinion 
of such counsel.

	II.     Indemnification.  In consideration of its acceptance of 
the appointment as Escrow Agent, the other parties hereto, 
jointly and severally, agree to indemnify and hold Escrow Agent 
harmless as to any liability incurred by it to any person, firm 
or corporation by reason of its having accepted the same or in 
carrying out any of the terms hereof, and to reimburse Escrow 
Agent for all its reasonable costs and expenses, including, among 
other things, counsel fees and expenses, incurred by reason of 
any matter as to which an indemnity is payable; provided however, 
that no indemnity need be paid in the event Escrow Agent is 
grossly negligent or engages in wilful misconduct. To secure the 
obligations of the parties other than Escrow Agent under this 
clause II, Escrow Agent shall have a lien on the funds and 
property held in escrow.

	III.    Escrow Agent Fees and Expenses.  The initial fee of the 
Escrow Agent is $1,500 and the annual fee of Escrow Agent 
hereunder is $2,000 which fees shall be non-refundable and paid 
in advance by 3Com Corporation. Said party also agrees to pay on 
demand Escrow Agent's costs and expenses, including the 
reasonable fees and expenses of counsel to Escrow Agent, other 
than costs and expenses reimbursed pursuant to clause II, 
incurred in connection with its duties hereunder. Escrow Agent 
shall have a lien or right of set-off on all funds held hereunder 
to pay all of its costs and expenses under this Escrow Agreement.

	IV.     Resignation.  Escrow Agent shall have the right at any 
time to resign hereunder by giving written notice of its 
resignation to the other parties hereto at the address set forth 
herein or at such other address as the parties shall provide, at 
least 10 business days prior to the date specified for such 
resignation to take effect; and upon the effective date of such 
resignation, all cash and other payments and all other property 
then held by the Escrow Agent hereunder shall be delivered by it 
to such successor escrow agent or as otherwise shall be 
designated in writing by the parties hereto. If no successor is 
appointed, Escrow Agent may apply to a court of competent 
jurisdiction for such appoint.

	V.      Inconsistent Claims.  In the event that Escrow Agent 
should at any time be confronted with inconsistent claims or 
demands by the parties hereto, Escrow Agent shall have the right 
to interplead said parties in any court of competent jurisdiction 
and request that such court determine the respective rights of 
the parties with respect to this Escrow Agreement, and upon doing 
so, Escrow Agent automatically shall be released from any 
obligations or liability as a consequence of any such claims or 
demands.

	VI.     Notices.  All notices required to be given hereunder 
shall be in writing and shall be deemed given when received at 
the following addresses:

	To Escrow Agent:        The First National Bank of Boston
				Corporate Trust Division
				150 Royall St., Mail Stop 45-02-15
				Canton, MA 02021
				Attn: Manager, Corporate Trust Administration
				Ref: 3Com/Sonix Escrow

	VII.    Miscellaneous.  Escrow Agent may execute any of its 
powers or responsibilities hereunder and exercise any rights 
hereunder either directly or by or through its agents or 
attorneys. Nothing in this Escrow Agreement shall be deemed to 
impose upon Escrow Agent any duty to qualify to do business or to 
act as fiduciary or otherwise in any jurisdiction other than The 
Commonwealth of Massachusetts. Escrow Agent shall not be 
responsible for and shall not be under a duty to examine into or 
pass upon the validity, binding effect, execution or sufficiency 
of this Escrow Agreement or of any agreement amendatory or 
supplemental hereto.
 
     *  Confidential treatment requested.  Confidential portion has been filed 
separately with the Securities and Exchange Commission.