RESTRUCTURING AGREEMENT

Appendix 2

to the minutes dated March 5, 1998,

of Rolf Werther, notary public,





Restructuring Agreement



by and between





1. IAT Deutschland GmbH Interaktive Mediensysteme, Fahrenheitstrasse 8,

28359 Bremen, Federal Republic of Germany,



hereinafter referred to as "IAT-old,"



2. IAT AG, Aarestrasse 17, 5300 Vogelsang-Turgi, Switzerland,



hereinafter referred to as "IAT Switzerland,"



3. Dr. Viktor Vogt, Boldistrasse 12, 5415 Rieden bei Nussbaumen,

Switzerland,



hereinafter referred to as "Dr. Vogt,"





4. Hanseatische Industrie-Beteiligungen GmbH, Martinistrasse 34, 28195

Bremen, Federal Republic of Germany,



hereinafter referred to as "HIBEG."





Preamble



1. IAT-old is a corporation headquartered in Bremen that is organized and

registered in accordance with German law. The capital stock of IAT-old

is DM 700,000.00; 74.9% of the capital stock is owned by IAT

Switzerland, 25.1% is owned by HIBEG.



2. IAT-old started its business activities in 1990. Since then, the

company has suffered losses. IAT Switzerland intends to provide fresh

funds to IAT-old on the basis of a loan agreement between IAT

Switzerland and IAT-old, as well as to contribute interests of IAT

Switzerland/IAT Multimedia, Inc. in companies belonging to the computer

industry to IAT-old by way of a capital contribution. The shareholder

HIBEG does not intend to











participate in the aforementioned capital contributions on the part of

IAT Switzerland/IAT Multimedia, Inc. to IAT-old.



3. IAT Switzerland and HIBEG intend to transfer the current operations of

IAT-old --including all of the company's assets and liabilities, but

excluding its liabilities relative to IAT Switzerland -- to IAT

Communication Systems GmbH (hereinafter referred to as "IAT-new"), a

new corporation to be established pursuant to German law by way of

acquiring a Vorrats-GmbH [a limited liability stock company].

Subsequently, HIBEG shall withdraw as a shareholder of IAT-old and

become a shareholder of IAT-new.



4. Besides Dr. Vogt, who shall own 78% of the shares of IAT-new; IAT

Switzerland, which shall own 15% of the shares; and HIBEG, which shall

own 2% of the shares, Mr. Arno Lubben shall acquire 5% of the shares of

IAT-new in trust for staff members of IAT-new to be appointed by Dr.

Vogt. A portion of the shares belonging to Dr. Vogt shall be

transferred to HIBEG once HIBEG has exercised the respective option.



5. The loan granted by HIBEG to IAT-old shall be transferred to IAT-new.

The guarantee, which HIBEG originally provided on behalf of IAT-old,

shall now be provided on behalf of IAT-new.



6. Finally, the parties to this agreement intend to fold the operative

business of IAT Switzerland into a new Swiss company (hereinafter

referred to as IAT Switzerland-new"). Upon payment of a reasonable

licensing fee (sale license) for rights to technology owned by IAT

Switzerland, IAT Switzerland-new shall be granted the right to

manufacture products itself or to have products manufactured by third

parties, to further the development of products, as well as to use and

to sell such products. Furthermore, IAT Switzerland-new shall be

granted the right to grant sub-licenses and to become a co-owner of

industrial property rights, if any, upon payment of reasonable

compensation (purchase price). Dr. Vogt shall be the majority

shareholder of IAT Switzerland-new. In the following, the totality of

the measures set forth herein with regard to IAT Switzerland-new shall

be jointly referred to as the "restructuring of IAT Switzerland."



7. Now, therefore, Dr. Vogt, IAT Switzerland, IAT-old, as well as HIBEG,

conclude the following restructuring agreement to set forth their

mutual rights and duties:



ss. 1

Founding of IAT-new



1. IAT Switzerland and Dr. Vogt undertake, immediately upon execution of

the present restructuring agreement, to establish IAT-new as a company

headquartered in Bremen, Federal Republic of Germany, by acquiring

shares at a nominal value of DM 15,000.00 (IAT Switzerland) and DM

35,000.00 (Dr. Vogt) in a so-called Vorrats-GmbH [limited liability

stock company] having a capital stock of DM 50,000.00 and subsequently



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modify the by-laws of such company, Dr. Vogt is hereby appointed the

managing director of IAT-new.



2. IAT Switzerland and Dr. Vogt shall ensure that the draft agreement

attached hereto as Appendix 1.2 shall be concluded by and between Mr.

Lubben and Dr. Vogt and other staff members to be appointed by Dr.

Vogt, according to which Mr. Lubben shall hold any shares in IAT-new

which he acquires in the future in trust for Dr. Vogt and/or for staff

members to be appointed by Dr. Vogt.



3. Dr. Vogt, IAT Switzerland, and HIBEG undertake to conclude the

participation agreement attached hereto as Appendix 1.3 before HIBEG

acquires a capital contribution in IAT-new at a nominal value of DM

2,000.00.



4. Subsequently, Dr. Vogt and IAT Switzerland shall undertake to increase

the capital stock of IAT-new of DM 50,000.00 by DM 50,000.00 to DM

100,000.00. Dr. Vogt and IAT Switzerland undertake, furthermore, to

permit the following persons and entities to acquire new capital

contributions at the nominal value:



- Dr. Vogt, a capital contribution at the nominal value of

DM43,000.00 (DM35,000.00 + DM43,000.00 = DM78,000.00);



- HIBEG, a capital contribution at the nominal value of DM

2,000.00; and



- Mr. Lubben or another staff member of IAT-old to be designated

by Dr. Vogt, a capital contribution at a nominal value of DM

5,000.00, to be held in trust for Dr. Vogt and/or for future

staff members of IAT-new to be appointed by Dr. Vogt.



5. Dr. Vogt and IAT Switzerland shall ensure that the a ...