EXHIBIT 4.10B

DATE:       3 OCTOBER, 2004

PARTIES:

(1)    G.E. CAPITAL EQUITY INVESTMENTS LIMITED a corporation existing under the
       laws of Grand Cayman and having its principal office at Century Yard,
       Cricket Square, Hutchins Drive, PO Box 2681 GT, George Town, Grand
       Cayman, Cayman Islands, British West Indies (the "SELLER");

(2)    LIPMAN ELECTRONIC ENGINEERING (UK) LIMITED a company incorporated under
       the laws of England with registered number 04476161 and having its
       registered office at 37 Broadhurst Gardens, London NW6 3QT (the
       "Purchaser"); and


RECITALS:

(A)    The Seller is the legal and beneficial owner of 2,307,700 series A
       preference shares and 343,500 series B preference shares (the "SHARES")
       in the issued share capital of Dione plc.

(B)    The Seller has agreed to sell and the Purchaser has agreed to purchase
       the Shares on the terms and subject to the conditions set out in this
       agreement.

IT IS AGREED as follows:

1.     INTERPRETATION

1.1    Defined terms

       In this agreement, the following words and expressions shall have the
       following meanings:

       "BUSINESS DAY" means a day (excluding Friday and Saturday) on which banks
       generally are open in the City of London for the transaction of normal
       banking business;

       "CA85" means the Companies Act 1985;

       "CHAPS" means the clearing houses automated payment system or any other
       method of electronic transfer for same-day value;

       "COMPANY" means Dione plc, a public company limited by shares and
       incorporated in England and Wales with registered number 1790959;

       "COMPLETION" means completion of the sale and purchase of the Shares in
       accordance with clause 5;



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       "COMPLETION DATE" means the date upon which Completion is required to
       take place in accordance with clause 5.1;

       "ENCUMBRANCE" means any mortgage, charge, pledge, lien, restriction,
       assignment, hypothecation, security interest, title retention or any
       other agreement or arrangement the effect of which is the creation of
       security, or any other interest, equity or other right of any person
       (including any right to acquire, option, right of first refusal or right
       of pre-emption), or any agreement or arrangement to create any of the
       same and "UNENCUMBERED" and "ENCUMBER" shall be construed accordingly;

       "GROUP" means the group of companies comprising the Company and its
       subsidiaries and "MEMBER OF THE GROUP" shall be construed accordingly;

       "OTHER SELLERS" means the Sellers, as that term is defined in the Other
       Share Purchase Agreement;

       "OTHER SHARES" means the issued shares in the capital of Dione Plc other
       than the Shares;

       "OTHER SHARE PURCHASE AGREEMENT" means the share purchase agreement dated
       on or around the date of this agreement made between the Purchaser,
       Lipman Electronic Engineering Limited, Scot Young and the Tamares Capital
       Foundation, pursuant to which the Purchaser shall acquire the Other
       Shares;

       "PURCHASER'S GROUP" means the group of companies comprising the
       Purchaser, any holding company from time to time of the Purchaser and any
       subsidiary of the Purchaser (including, following Completion, any member
       of the Group) or of any such holding company and "MEMBER OF THE
       PURCHASER'S GROUP" shall be construed accordingly;

       "SELLER'S GROUP" means the group of companies comprising the Seller, any
       holding company from time to time of the Seller and any subsidiary of the
       Seller or of any such holding company and "MEMBER OF THE SELLER'S GROUP"
       shall be construed accordingly;

       "SELLER'S SOLICITORS" means Weil, Gotshal & Manges of London Office, One
       South Place, London, EC2M 2WG.

       "SHAREHOLDER INDEBTEDNESS" means all Indebtedness outstanding between any
       member of the Group and the Seller;

1.2    All references to statutes, statutory provisions or enactments shall
       include references to any consolidation, re-enactment, modification or
       replacement of the same (made and effective prior to Completion), any
       statute, statutory provision or enactment of which it is a consolidation,
       re-enactment, modification or replacement and any subordinate legislation
       in force prior to Completion under any of the same.

1.3    A company or other entity shall be a "HOLDING COMPANY" for the purposes
       of this agreement if it falls within either the meaning attributed to
       that term in ss736 and 736A CA85 or the


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       meaning attributed to the term "PARENT UNDERTAKING" in s258 CA85, and a
       company or other entity shall be a "SUBSIDIARY" for the purposes of this
       agreement if it falls within either the meaning attributed to that term
       in ss736 and 736A CA85 or the meaning attributed to the term "SUBSIDIARY
       UNDERTAKING" in s258 CA85, and the terms "SUBSIDIARIES" and "HOLDING
       COMPANIES" are to be construed accordingly.

1.4    Any reference to a document in the "AGREED FORM" is to the form of the
       relevant document in the terms agreed between the Seller and the
       Purchaser prior to the execution of this agreement and signed or
       initialled for identification purposes only by or on behalf of the Seller
       and the Purchaser (in each case with such amendments as may be agreed by
       or on behalf of the Seller and the Purchaser).

1.5    References to this agreement include the recitals and schedules which
       form part of this agreement for all purposes. References in this
       agreement to the parties, the recitals, schedules and clauses are
       references respectively to the parties and their legal personal
       representatives, successors and permitted assigns, the recitals and
       schedules to and clauses of this agreement.

1.6    Save where specifically required or indicated otherwise:

1.6.1       words importing one gender shall be treated as importing any gender,
            words importing individuals shall be treated as importing
            corporations and vice versa, words importing the singular shall be
            treated as importing the plural and vice versa, and words importing
            the whole shall be treated as including a reference to any part
            thereof;

1.6.2       references to a person shall include any individual, firm, body
            corporate, unincorporated association, government, state or agency
            of state, association, joint venture or partnership, in each case
            whether or not having a separate legal personality. References to a
            company shall be construed so as to include any company, corporation
            or other body corporate wherever and however incorporated or
            established;

1.6.3       references to the word "INCLUDE" or "INCLUDING" (or any similar
            term) are not to be construed as implying any limitation;

1.6.4       any reference to "WRITING" or "WRITTEN" includes any method of
            reproducing words or text in a legible and non-transitory form but,
            for the avoidance of doubt, shall not include e-mail;

1.6.5       references to "STERLING" or "(POUND)" or "POUNDS" are to the lawful
            currency of the United Kingdom as at the date of this agreement.
            References to "DOLLARS" or "US$" are to the lawful currency of the
            United States as at the date of this agreement; and

1.6.6       references to times of the day are to that time in London and
            references to a day are to a period of 24 hours running from
            midnight to midnight.



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1.7    Clause and paragraph headings and the table of contents are inserted for
       ease of reference only and shall not affect construction.

1.8    Section 839 Taxes Act is to apply to determine whether one person is
       connected with another for the purposes of this agreement.

2.     SALE AND PURCHASE OF SHARES

2.1    Sale and purchase of Shares

2.1.1       The Seller shall at Completion sell and the Purchaser (relying on
            the warranties set out in clauses 2.6 and 2.7) shall purchase the
            entire legal and beneficial ownership in the Shares free from all
            Encumbrances.

2.1.2       The Seller covenants with the Purchaser that it has at Completion
            full power and the right to sell and transfer the legal and
            beneficial title in the Shares on the terms set out in this
            agreement.

2.2    The Shares shall be sold together with all rights now or hereafter
       attaching to them, including all rights to any dividend or other
       distribution declared, made or paid after the date of this agreement.

2.3    The Seller hereby irrevocably waives and agrees to procure the waiver of
       any restrictions on transfer (including rights of pre-emption) which may
       exist in relation to the Shares, whether under the articles of
       association of the Company or otherwise.

2.4    The Purchaser shall not be obliged to complete the purchase of any of the
       Shares unless the sale of all the Shares is completed simultaneously in
       accordance with this agreement.

2.5    The Seller warrants and represents to the Purchaser that all Shareholder
       Indebtedness has been repaid in full prior to the date of this agreement.

2.6    The Seller warrants and represents to the Purchaser that it has full
       power and authority to enter into and perform this agreement and that
       this agreement constitutes binding obligations on the Seller in
       accordance with its terms, subject to any principles of equity or
       insolvency law.

2.7    The Purchaser warrants and represents to the Seller that it has full
       power and authority to enter into and perform this agreement and that
       this agreement constitutes binding obligations on the Purchaser, in
       accordance with its terms, subject to any principles of equity or
       insolvency law.

2.8    The Purchaser warrants and represents the only payments to which the
       Other Sellers are entitled in connection with the sale and purchase of
       the Other Shares are those to which the Other Sellers are entitled
       pursuant to the terms of the Other Share Purchase Agreement.

2.9    The Purchaser acknowledges that is has no intention to purchase some but
       not all of the Other Shares. If the Purchaser exercises its discretion to
       complete the purchase of some but not all of


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       the Other Shares under the Other Share Purchase Agreement, the Purchaser
       shall also complete the purchase of the Shares from the Seller pursuant
       to the terms of this agreement.

3.     CONSIDERATION

3.1    The consideration payable for the Shares shall be US$21,000,000.00 in
       cash.

4.     CONDITION

       Subject to clause 2.9, Completion is conditional upon the completion of
       the sale and purchase of any of the Other Shares pursuant to and in
       accordance with the terms of the Other Share Purchase Agreement.

5.     COMPLETION

5.1    Completion shall take place immediately following satisfaction or waiver
       by the Purchaser of the condition set out in clause 4.

5.2    Completion shall take place at the offices of the Purchaser's Solicitors
       when all (but not some only) of the events detailed in this clause 5
       shall occur.

5.3    At Completion, the Seller shall deliver (or cause to be delivered) to the
       Purchaser the items listed in part 1 of schedule 1 (the Purchaser
       receiving those items, where appropriate, as agent of the Company); and

5.4    At Completion, and subject to the Seller complying with its obligations
       under clause 5.3, the Purchaser shall do or deliver (or cause to be
       delivered) to the Seller the matters or items listed in part 2 of
       schedule 1.

5.5    The Seller hereby confirms that the Seller's Solicitors are irrevocably
       authorised by the Seller to receive consideration payments on the
       Seller's behalf and the receipt by the Seller's Solicitors shall be an
       absolute discharge for the Purchaser who shall not be concerned to see to
       the application thereof or be answerable for the loss or misapplication
       of such sum.

6.     ANNOUNCEMENTS

6.1    Subject to the provisions of clauses 6.2 and 6.3, no disclosure or
       announcement relating to the existence or subject matter of this
       agreement shall be made or issued by or on behalf of the Seller or the
       Purchaser or any member of the Group without the prior written approval
       of the other party (which approval may be subject to reasonable
       conditions but shall otherwise not be unreasonably withheld or delayed)



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6.2    The restrictions set out in clauses 6.1 and 6.2 shall not apply to any
       disclosure or announcement if required by any law, securities exchange,
       supervisory, regulatory or governmental body applicable to any member of
       the Purchaser's Group or of the Seller's Group ("required disclosure").

6.3    Nothing in this agreement will prohibit the Purchaser from making or
       sending after Completion any announcement to a customer, client or
       supplier of any member of the Group informing it that the Purchaser has
       purchased the Shares.

6.4    Subject to the provisions of clauses 6.2 and 6.3, the party making the
       communication, which shall include any required disclosure, shall use its
       reasonable endeavours to consult with the other party in advance as to
       the form, content and timing of the communication.

7.     COUNTERPARTS

       This agreement may be executed in any number of counterparts and by the
       parties to it on separate counterparts and each such counterpart shall
       constitute an original of this agreement but all of which together
       constitute one and the same instrument. This agreement shall not be
       effective until each party has executed at least one counterpart.

8.     FURTHER ASSURANCE

       The Seller agrees (at its own cost) to perform (or procure the
       performance of) all further acts and things, and execute and deliver (or
       procure the execution and delivery of) such further documents, as may be
       required by law or as the Purchaser may reasonably require, whether on or
       after Completion, for the purpose of vesting in the Purchaser the legal
       and beneficial ownership of the Shares.

9.     VARIATION, WAIVER AND CONSENT

9.1    No variation or waiver of any provision or condition of this agreement
       shall be effective unless it is in writing and signed by or on behalf of
       each of the parties (or, in the case of a waiver, by or on behalf of the
       party waiving compliance).

9.2    Unless expressly agreed, no variation or waiver of any provision or
       condition of this agreement shall constitute a general variation or
       waiver of any provision or condition of this agreement, nor shall it
       affect any rights, obligations or liabilities under or pursuant to this
       agreement which have already accrued up to the date of variation or
       waiver, and the rights and obligations of the parties under or pursuant
       to this agreement shall remain in full force and effect, except and only
       to the extent that they are so varied or waived.

9.3    Any consent granted under this agreement shall be effective only if given
       in writing and signed by the consenting party and then only in the
       instance and for the purpose for which it was given.

10.    PURCHASER'S RIGHTS AND REMEDIES



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10.1   No failure or delay by the Purchaser in exercising any right or remedy
       provided by law under or pursuant to this agreement shall impair such
       right or remedy or operate or be construed as a waiver or variation of it
       or preclude its exercise at any subsequent time. No single or partial
       exercise of any right or remedy by the Purchaser shall preclude any other
       or further exercise of such right or remedy or the exercise of any other
       right or remedy.

10.2   The rights and remedies of each party under or pursuant to this agreement
       are cumulative, may be exercised as often as considered appropriate and
       are in addition to its rights and remedies under general law.

10.3   The rights and remedies of the Purchaser under this agreement shall not
       be affected, and the Seller's liabilities under this agreement shall not
       be released, discharged or impaired, by completion.

11.    ENTIRE AGREEMENT

       This agreement represents the whole and only agreement between the
       parties in relation to the sale and purchase of the Shares and supersedes
       any previous agreement (whether written or oral) between the parties in
       relation to the subject matter of this agreement. Each party acknowledges
       that in agreeing to enter into this agreement it has not relied on any
       representation, warranty, collateral contract or other assurance made
       before the signature of this agreement. Each party waives all rights and
       remedies which, but for this clause, might otherwise be available to it
       in respect of any such representation, warranty, collateral contract or
       other assurance. Nothing in this clause shall exclude any liability for,
       or remedy in respect of, fraud.

12.    NOTICES

12.1   Save as otherwise provided in this agreement, any notice, demand or other
       communication ("NOTICE") to be given by any party under, or in connection
       with, this agreement shall be in writing and signed by or on behalf of
       the party giving it. Any Notice shall be served by sending it by fax to
       the number set out in clause 12.3, or delivering it by hand to the
       address set out in clause 12.3 and in each case marked for the attention
       of the relevant party set out in clause 12.3 (or as otherwise notified
       from time to time in accordance with the provisions of this clause 12).
       Any Notice so served by fax or hand shall be deemed to have been duly
       given or made as follows:

12.1.1      if sent by fax, at the time of transmission; or

12.1.2      in the case of delivery by hand, when delivered;

       provided that in each case where delivery by fax or by hand occurs after
       6pm on a Business Day or on a day which is not a Business Day, service
       shall be deemed to occur at 9am on the next following Business Day.



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12.2   References to time in this clause are to local time in the country of the
       addressee.

12.3   The addresses and fax numbers of the parties for the purpose of clause
       12.1 are as follows:

12.3.1      Seller
            Address:
            GE Equity, GE Capital Limited
            Clarges House
            6-12 Clarges Street
            London, W1J 8DH

            Fax: +44 (0)20 7302 6810
            For the attention of: Sherwood Dodge/Jennifer Buckley

12.3.2      Purchaser
            Address:

            Fax:

12.3.3      For the attention of

12.4   A party may notify all other parties to this agreement of a change to its
       name, relevant addressee, address or fax number for the purposes of this
       clause 12, provided that, such notice shall only be effective on:

12.4.1      the date specified in the notification as the date on which the
            change is to take place; or

12.4.2      if no date is specified or the date specified is less than five
            Business Days after the date on which notice is given, the date
            following five Business Days after notice of any change has been
            given.

12.5   In proving service it shall be sufficient to prove that the envelope
       containing such notice was properly addressed and delivered to the
       address shown thereon or that the facsimile transmission was made and a
       facsimile confirmation report was received, as the case may be.

13.    COSTS

       Each of the parties shall be responsible for its own legal, accountancy
       and other costs, charges, expenses and transfer taxes incurred in
       connection with the negotiation, preparation and implementation of this
       agreement.

14.    THIRD PARTY RIGHTS



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       The parties do not intend that any term of this agreement shall be
       enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999
       by any person who is not a party to this agreement.

15.    CONTINUING EFFECT

       Each provision of this agreement shall continue in full force and effect
       after Completion, except to the extent that a provision has been fully
       performed on or before Completion.

16.    SEVERABILITY

       If any provision of this agreement is held by a court of competent
       jurisdiction to be illegal, invalid or unenforceable in any respect under
       the law of any jurisdiction, then such provision shall (so far as it is
       invalid or unenforceable) be given no effect and shall be deemed not to
       be included in this agreement but without invalidating any of the
       remaining provisions of this agreement. Any provision of this agreement
       held invalid or unenforceable only in part or degree will remain in full
       force and effect to the extent not held invalid or unenforceable. The
       parties shall then use all reasonable endeavours to replace the invalid
       or unenforceable provision(s) by a valid and enforceable substitute
       provision the effect of which is as close as possible to the intended
       effect of the invalid or unenforceable provision.

17.    ASSIGNMENT

17.1   Subject to clause 17.2, no party shall be entitled to assign the benefit
       or burden of any provision of this agreement without the prior written
       consent of each other party.

17.2   All or any of the Purchaser's rights under this agreement may
       (notwithstanding any other provisions contained in this agreement) be
       assigned by the Purchaser to any other member of the Purchaser's Group
       (or by any such member to or in favour of any other member of the
       Purchaser's Group) provided that the assignee remains a member of the
       Purchaser's Group and reassigns such rights to a member of the
       Purchaser's Group prior to ceasing to be a member of the Purchaser's
       Group and so that none of the Purchaser's rights may be enforced by any
       assignee who ceases to be a member of the Purchaser's Group.

18.    GOVERNING LAW AND SUBMISSION TO JURISDICTION

18.1   This agreement shall be governed by and construed in all respects in
       accordance with the laws of England and Wales.



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18.2   The parties to this agreement irrevocably agree that the courts of
       England and Wales shall have exclusive jurisdiction over any claim or
       matter arising under or in connection with this agreement, including
       non-contractual claims, and that accordingly any proceedings in respect
       of any such claim or matter may be brought in such court. The parties
       waive any objection to the jurisdiction of the English courts on grounds
       that they are inconvenient or an inappropriate forum to settle any such
       claim or matter arising.

The parties have shown their acceptance of the terms of this agreement by
executing it at the end of the schedules.




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                                   SCHEDULE 1
                                   COMPLETION

                   PART 1: SELLER'S OBLIGATIONS AT COMPLETION

At Completion, the Seller shall deliver to the Purchaser:

1.     duly executed transfers of the Shares into the name of the Purchaser or
       its nominees together with the relevant share certificates (or
       indemnities in respect thereof in the agreed form).

2.     a certified copy of the power of attorney under which this agreement and
       any of the documents referred to in this schedule are executed or
       evidence satisfactory to the Purchaser of the authority of the person
       signing on behalf of the Seller;

3.     A duly executed irrevocable power of attorney in the agreed form in
       respect of the Shares enabling the Purchaser (during the period prior to
       the registration of the transfer of the Shares) to exercise all voting
       and other rights attaching to the Shares;

4.     a duly executed release under seal, in the agreed form, releasing each
       number of the Group from any liability whatsoever (whether actual or
       contingent) which may be owing to the Seller by the Company, the
       Subsidiaries or any of their officers or employees at Completion;

5.     a deed of termination of the shareholders agreement between the Seller
       and the Other Sellers in relation to the Company and release in the
       agreed form duly executed by the Seller; and

6.     a copy of a resolution of the board of directors of the Seller (certified
       by a duly appointed officer as true and correct) authorising the
       execution of and the performance by the Seller of its obligations under
       the agreement and each of the other documents to be executed by the
       Seller



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                  PART 2: PURCHASER'S OBLIGATIONS AT COMPLETION

At Completion, the Purchaser shall:

1.     pay the Consideration by CHAPS to the Seller's account at Deutsche Bank
       Trust Company America, New York (Account Number: 50-260-046, ABA
       21001033, Swift Code BKTRUS33);

2.     deliver to the Seller a copy of a resolution of the board of directors of
       the Purchaser (certified by a duly appointed officer as true and correct)
       authorising the execution of and the performance by the Purchaser of its
       obligations under this agreement; and

3.     deliver to the Seller's Solicitors certified copies of any powers of
       attorney under which this agreement is executed or other evidence
       satisfactory to the Seller's Solicitors of the authority of the person
       signing on the Purchaser's behalf.



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IN WITNESS WHEREOF the Parties hereto have executed this document on the date
appearing at the head hereof



SIGNED by [            ]                           )
As the duly authorised attorney for                )
of G.E. CAPITAL EQUITY INVESTMENTS LIMITED         )

Witness Signature:
Witness Name:
Witness Address:

Witness Occupation:


SIGNED by [            ]                           )
duly authorised for and on behalf                  )
of LIPMAN ELECTRONIC ENGINEERING (UK) LIMITED      )



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