Exhibit 2


Notarized  at  Karlsrune  in the office of the public  notary for at April 30th,
1996.

In front of me, authorized public notary Justiarat Klaus-Peter Ruckert

Appeared, the identification has been proved by official Id-Cards.

   1.   Herr Hans Damm, IndustriestraBe 8, 76473 Iffezheim, geb. am 29.12.43

   2.   Herr Rechtsanwalt Arno Stengel,  BachstraBe 22, 76185 Karlsruhe, geb. am
        23.11.1947,  handelnd aufgrund vorgelegter  Vollmacht vom 20.30.1996 fur
        die Digital  Recorders,  Inc. 4900 Prospectus Drive Suite 1000, P.O. Box
        14068, Research Triangle Park, NC 27709-4068 USA

   3.   Herr Robert W. Huber, LisztstraBe 18, 75171 Pforzheim, geb. am 23.10.39

   4.   Anita Damm, geb. 17.05.1946, IndustriestraBe 8, 76473 Iffezheim

The appeared declare following

                         Purchase and Transfer of shares

                                (Section Mark) 1
Mr. Hans Damm und Mr. Robert Huber are owners of the shares of the

                        Transit-Media Systemtechnik Inc.

registered in Rastatt registration number HRB 1618, located in Iffezheim holding
a share of 25.000,00 DM each.

The  nominal  value  of the  shares  have  been  paid to the  company,  which is
confirmed expressly by Mr. Damm and Mr. Huber.

Mr. Damm and Mr. Huber guarantee:

that the  shares  have been paid by cash 
that the  shares do not  present  their total  property 
that the shares are free of rights or claims of thirds 
that they are entitled to dispose of the shares

                                (Section Mark) 2



Mr. Damm and Mr.  Huber sell the above  mentioned  shares to Digital  Recorders,
Inc. The  purchasing  price is 25.000,00 DM each. The price has to be paid right
away. Mr. Damm and Mr. Huber receive a cheque of 25.000,00 DM each.

                                (Section Mark) 3
Mr. Damm and Mr.  Huber cede the above  mentioned  shares to Digital  Recorders,
Inc. Digital Recorders accepts the cession.

                                (Section Mark) 4
The profit of the current business year stays with Digital Recorders.

                                (Section Mark) 5
Mr.  Huber and Mr. Damm do agree the cession of the shares in their  function as
managers of the Transit-Media, Inc.

                                (Section Mark) 6
All  appeared  declare - Mr. Damm also acting in the  function as manager of the
Elmako Inc. -, that the undersigned  agreement of March 20th, 1996 will be fully
valid herewith.

                                (Section Mark) 7
The costs of notarization of this document will be carried by Digital Recorders.

                                (Section Mark) 8
Information:
The public notary informed

1. that the purchaser of the shares is liable besides the sellers for paying the
   nominal value of the shares to the Transit-Media  Inc.  according to (Section
   Mark)(Section  Mark)  16,  22 and 28 GmbHG  (Law of  regulating  the  limited
   companies).

2. that real estate tax has to be paid if the Transit-Media  Inc. would own real
   estate.

3. that there is no bona fide purchase in respect to shares which means that the
   transfer  of the shares  will only take place if the  sellers  are the actual
   owners of the shares.

                                (Section Mark) 9
One certified copy for each of the appeared.


The  above  text  has  been  read  aloud  by the  notary  and  agreed  to by the
undersigned.