• Charter of the Audit Committee
• Charter of the Compensation Committee
• Charter of the Investment Committee

The Board of Directors of InfoVista® S.A. (the "Company") has established an Audit Committee (the "Committee") with authority, responsibility and specific duties as described in this charter.

Purpose
The Committee assists the Board of Directors in fulfilling its fiduciary oversight responsibilities relating to the Company's financial statements, accounting policies, the systems of internal accounting and financial controls, the Company's compliance with legal and regulatory requirements, the financial reporting process, and the sufficiency of auditing relative thereto.

The Committee is responsible for evaluating the quality, independence and objectivity of the independent auditors. It is the responsibility of the Committee to maintain free and open communication between the Committee, independent auditors, and management of the Company. The opportunity for the independent auditors to meet with the entire Board of Directors is not to be restricted.

The Committee shall be provided with reasonable resources it needs to fulfill its responsibilities, including outside consultants, as appropriate.

Membership
The Committee shall consist of two or more members of the Board of Directors. All Committee members must be independent of management and the Company and shall be financially literate in accordance with the applicable SEC and Nasdaq regulations and policies. At least one member of the Committee shall, in the judgment of the Board, be a "Financial Expert" as the term as defined by the SEC.

Meetings
The Committee will meet at least four times each year, with additional meetings as necessary to fulfill its responsibilities.

Responsibilities
The following are the principal recurring duties of the Committee:

• Select, and retain the services of, the Company's independent auditor, which will be subject to the shareholders' ratification.
• Review the scope and results of the annual audit with the independent auditor.
• Review and discuss, with the internal auditors or the person(s) in the financial department acting as internal auditor(s), the overall scope and plans for their audits and determine whether the internal audit function has the appropriate resources and expertise.
• Review and discuss with management and the independent auditors, the adequacy and effectiveness of the Company's internal accounting and financial controls, the quality of the financial and accounting personnel, and any relevant recommendations and management's responses thereto.
• Discuss Company policies with respect to risk assessment and risk management, review contingent liabilities and risks that may be material to the Company, and review major legislative and regulatory developments which could materially impact the Company's contingent liabilities and risks.
• Review the interim financial statements with management and the independent auditors prior to the filing of the Company's Quarterly Report.
• Review with management and the independent auditors the financial statements to be included in the Company's Annual Report.
• Recommend to the Board of Directors whether the audited financial statements are satisfactory to be included in the Company's Annual Report.
• Review and reassess, at least annually, the adequacy of this charter and report its conclusion and any recommendations to the Board of Directors.
• Perform such other functions as the Board may request.

Approved by the Board of Directors on July 21, 2004.

The Board of Directors of InfoVista® S.A. (the "Company") has established a Compensation Committee (the "Committee") with authority, responsibilities and specific duties as described below.

Responsibility
The Committee shall review and approve the principles and policies for compensation and benefit programs company-wide; oversee the development and utilization of appropriate policies and programs to attract and retain superior individuals; and report to the Board of Directors its recommendations and observations with respect to the foregoing, and with respect to the specific duties set forth below.

The Committee shall be provided with reasonable resources it needs to fulfill its responsibilities, including outside consultants, as appropriate.

Membership
The Committee shall consist of two or more independent members of the Board. In addition, the Chairman of the Board, and the Chief Financial Officer may participate on a non-voting basis.

Meetings
The Committee will meet four times each year with additional meetings as it may deem appropriate.

Specific Duties

• Annually set appropriate compensation levels for the Chief Executive Officer and Directeur(s) Général(aux) Délégué(s).
• Review and approve management's recommendations and provide guidance on matters relating to senior officer compensation and appointments. Senior officers shall be defined as any officer who reports directly to the Chief Executive Officer and any other officer of the Company or its subsidiaries so designated by the Chief Executive Officer.
• Review and approve annual and long term incentive compensation programs, including plan design, documentation, and incentive amounts, and perform the duties set forth in the approved programs.
  Review annually management's assessment of the effectiveness of its human resources policies and programs.
• Perform all the duties required of the Committee in connection with the Company's Stock Options and/or Warrants Plans and any subsequent plans, as set forth in such plans.
• Review and reassess, at least annually, the adequacy of this charter and report its conclusion and any recommendations to the Board of Directors.
• Perform such other functions as the Board may request.

Approved by the Board of Directors on July 21, 2004.

The Board of Directors of InfoVista® S.A. (the "Company") has established an Investment Committee (the "Committee") with authority, responsibilities and specific duties as described below.

Responsibility
The Committee assists the Board of Directors in reviewing and evaluating all Material Investments proposed to be made by the Company.

The Committee is responsible for making recommendations of proposed Material Investments to the Board for its consideration and approval.

The Committee shall be provided with reasonable resources it needs to fulfill its responsibilities, including outside consultants, as appropriate.

Membership
The Committee shall consist of two or more independent members of the Board,. In addition, the Chairman of the Board, and the Chief Financial Officer may participate on a non-voting basis..

Meetings
The Committee shall meet as frequently as the discharge of its responsibilities shall require.

Specific Duties

• Review and evaluate with Company management all proposed Material Investments, and recommend proposed Material Investments to the Board for its consideration and approval.
• Review and evaluate each proposed Material Investment based on whether it is prudent and in the financial best interests of the Company and its stockholders.
• Perform (or cause to be performed) an analysis with respect to the Company’s holdings of securities of other entities, which analyses shall occur as requested by the Board, the Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”). If requested by the Board, CEO or CFO or as otherwise appropriate, the Committee shall prepare (or cause to be prepared) a written report setting forth reasonable detail with respect to such Securities, including without limitation the type of Securities, the purchase price, and other appropriate details as may be determined by the Committee.
• Review and reassess, at least annually, the adequacy of this charter and report its conclusion and any recommendations to the Board of Directors.
• Perform such other functions as the Board may request.

Approved by the Board of Directors on July 21, 2004.