2nd Declaration of Conformity of REALTECH AG, September 2003

"REALTECH AG complies with the recommendations of the Government Commission on the German Corporate Governance Code with the following exceptions:

• No suitable deductible has been agreed to date for the D&O insurance agreed for the Managing Board and Supervisory Board (section 3.8 paragraph 2 of the code).
  Reason: Under the current Directors & Officers insurance policy for the Executive Board and the Aupervisory Board, a rentention has thus far not been agreed. In our view, a retetion would not be a suitable means of improving the motivation and sense of responsibility with which members of Executive Board and Supervisory Board of REALTECH go about their assigned tasks and functions. Besides, the primary object of this assurance is to protect the personal assets of memebers of Executive Board and Supervisory Board. Furthermore, this is a group insurance policy that also covers senior REALTECH executives. We do not consider it appropriate to differentiate between memebrs of the Executive Board and Supervisory Board and employees of REALTECH.

• Up to now, remuneration of members of the Executive Board has not been disclosed individually in the notes of the company's consolidated financial statements (section 4.2.4 of the code).
  Reason: Due to the fact that the remuneration of the Executive Board has been very low and is therefore hardly relevant, the company has up to now refrained from disclosing it individually in the notes of its consolidated financial statements."
  

• Members of the Supervisory Board do not as yet receive performance-based remuneration (section 5.4.5 paragraph 2 of the code). Up to now, remuneration of members of the Supervisory Board has not been shown individually in the notes of the consolidated financial statements, broken down by components. Remuneration paid by the company to members of the Supervisory Board and benefits granted for personal services - in particular consulting and negotiating services - have not been disclosed separately in the notes of the consolidated financial statements up to now, either (section 5.4.5 paragraph 3 of the code).
  Reason: Due to the fact that the remuneration of the Supervisory Board has been very low and is therefore hardly relevant, no special profit-based remuneration has been granted up to now and the company has therefore refrained from disclosing the remuneration."

Walldorf, September 10, 2003