EXHIBIT 7


THIS AGREEMENT is made on 30 December 2002:

BETWEEN:

1.       REGUS MANAGEMENT LIMITED, a company incorporated in England under
         registered number 2307313 whose registered office is at 3000 Hillswood
         Drive, Hillswood Business Park, Chertsey, Surrey KT16 0RS ("RML");

2.       REGUS BUSINESS CENTRE BV, a company incorporated under the laws of The
         Netherlands of Atrium Tower 11, Strawinskylaan 3051 1077 ZX, Amsterdam,
         The Netherlands (with registered no. 220.483)("BV");

3.       REGUS PLC, a company incorporated in England under registered number
         3548821 whose registered office is at 3000 Hillswood
         Drive, Hillswood Business Park, Chertsey, Surrey KT16 0RS ("PLC");

4.       Rex 2002 Limited a company incorporated in England under registered
         number 4619936 whose registered office is at 20 Bedfordbury, London
         WC2N 4BL ("the Purchaser"); and

5.       REGUS HOLDINGS (UK) LIMITED, a company incorporated in England under
         registered number 4560622 whose registered office is at 3000 Hillswood
         Drive, Hillswood Business Park, Chertsey, Surrey KT16 ORS (the
         "Company").

WHEREAS:

(A)      The Shareholders (as defined in this agreement) have agreed to operate
         the Company as a joint venture company for the purpose of owning and
         operating a serviced commercial offices business in the United Kingdom
         under the "Regus" brand.

(B)      The Shareholders, the Company and PLC have agreed to enter into this
         agreement for the purpose of regulating the management of the Company,
         their relationship with each other and certain aspects of the affairs
         of, and their dealings with, the Company.

NOW IT IS HEREBY AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this agreement:

        "Accounting Period"             means the period commencing on 1
                                        January in any year and ending on 31
                                        December in the same year or such other
                                        accounting period as may be adopted by
                                        the Company in accordance with clause 9
                                        (Reserved matters);



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        "Affiliate"                     in relation to a body corporate means
                                        any other body corporate over which that
                                        body corporate has Control;

        "Alchemy"                       means Alchemy Partners (Guernsey)
                                        Limited;

        "Alchemy Partners"              means Alchemy Partners LLP;

        "Articles of Association"       means the articles of association of
                                        the Company in the form set out in
                                        schedule 2 or, if the articles of
                                        association of the Company are amended
                                        or replaced in accordance with clause 9
                                        (Reserved matters), the articles of
                                        association of the Company as so amended
                                        or replaced;

        "Board of Directors"            means the board of directors of the
                                        Company;

        "Business"                      means the business activities described
                                        in clause 2 (Business of the Company)
                                        or, if the business of the Company is
                                        altered in accordance with clause 9
                                        (Reserved matters), the business of the
                                        Company as so altered;

        "Business                       Day" means a day (other than a Saturday
                                        or Sunday) on which banks are open for
                                        business (other than solely for trading
                                        and settlement in euro) in London;

        "Business Plan"                 means the initial business plan
                                        referred to in clause 7.1 (First
                                        Business Plan) and any subsequent  or
                                        amended business plan adopted by the
                                        Company in accordance with clause 7
                                        (Adoption of Business Plan);

        "Chairman"                      means the chairman of the Board of
                                        Directors;

        "Companies Acts"                means Companies Act 1985, the Companies
                                        Consolidation (Consequential
                                        Provisions) Act 1985, the Companies Act
                                        1989 and Part V of the Criminal Justice
                                        Act 1993;

        "Control"                       in relation to a body corporate means
                                        the ability of a person to ensure that
                                        the activities and business of that
                                        body corporate are conducted in
                                        accordance with the wishes of that
                                        person and a person shall be deemed to

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                                        have Control of a body corporate if
                                        that person possesses or is entitled to
                                        acquire the majority of the issued
                                        share capital or the voting rights in
                                        that body corporate or the right to
                                        receive the majority of the income of
                                        that body corporate on any distribution
                                        by it of all of its income or the
                                        majority of its assets on a winding up;

        "Directors"                     means the directors of the Company;

        "Disposal"                      in relation to a Share means:

                                        (i) a sale, assignment or transfer;

                                        (ii) creating or permitting to subsist
                                        any pledge, charge, mortgage, lien or
                                        other security interest or encumbrance;

                                        (iii) creating any trust or conferring
                                        any interest;

                                        (iv) any agreement, arrangement or
                                        understanding in respect of votes or the
                                        right to receive dividends;

                                        (v) the renunciation or assignment of
                                        any right to subscribe or receive a
                                        Share or any legal or beneficial
                                        interest in a Share;

                                        (vi) any agreement to do any of the
                                        above, except an agreement to transfer
                                        Shares which is conditional on
                                        compliance with the terms of this
                                        agreement; and

                                        (vii) the transmission of a Share by
                                        operation of law;

        "Event of Default"              has the meaning set out in clause 17.1
                                        (Events of Default);

        "Group"                         means:

                                        (A) in relation to any Regus
                                            Shareholder, its subsidiaries and
                                            subsidiary undertakings or (where
                                            it has a holding company) that
                                            holding company and the
                                            subsidiaries and subsidiary
                                            undertakings of that holding
                                            company; and


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                                        (B) in relation to the Purchaser, its
                                            subsidiaries and subsidiary
                                            undertakings, Silverstone
                                            Limited and its subsidiaries and
                                            subsidiary undertakings, and any
                                            holding company of any of the
                                            foregoing (other than Alchemy);

        "Group Transferee"              means a body corporate to whom Shares
                                        have been transferred under clause 13.1
                                        (Transfers within a Group);

        "LIBOR"                         the London Inter-Bank Offered Rate
                                        quoted by Barclays Bank PLC (or,
                                        failing which, such other leading
                                        clearing bank in Lodnon as RML may
                                        nominate) to leading banks in the
                                        London Inter-Bank Sterling Market for
                                        sterling deposits of an amount of
                                        (pound)1,000,000 for a period of six
                                        months;

        "Minimum Transfer Condition"    has the meaning set out in
                                        clause 14.1(D) (Transfer Notice);

        "Offer"                         has the meaning set out in
                                        clause 14.4(A) (Offer to Shareholders);

        "Offered Shares"                has the meaning set out in
                                        clause 14.1(A) (Transfer Notice);

        "Offeror"                       has the meaning set out in clause 14.1
                                        (Transfer Notice);

        "Offer Period"                  has the meaning set out in
                                        clause 14.4(A) (Offer to Shareholders);

        "Offer Terms"                   has the meaning set out in
                                        clause 14.1(C) (Transfer Notice);

        "Operational Committee"         means the committee referred to in
                                        clause 3.1(B);

        "Original Holder"               in relation to any Group Transferee
                                        means the Shareholder who made the
                                        transfer of the relevant Shares to the
                                        Group Transferee or, in the case of a
                                        series of transfers between Group
                                        Transferees, the Shareholder who made
                                        the initial transfer of the relevant
                                        Shares to a Group Transferee, and the
                                        relevant Shares means the Shares held
                                        by the Group Transferee or any Shares
                                        from which those Shares are derived or
                                        by virtue of which those Shares were
                                        acquired;


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        "Prescribed Value"              in relation to any Shares means the
                                        value of those Shares determined in
                                        accordance with clause 22 (Prescribed
                                        Value);

        "Proposed Transferee"           means a person referred to in clause
                                        14.1(B);

        "Purchaser"                     has the meaning set out in
                                        clause 17.2(E) (Compulsory Offer);

        "Quarter"                       means any period of three consecutive
                                        months commencing on 1 January, 1 April,
                                        1 July or 1 October of each
                                        year;

        "Regus Brand"                   means the "Regus Marks" which the
                                        Company and others are permitted to use
                                        under the Regus Brand Agreement between
                                        the Company, Regus (UK) Ltd, Regus
                                        Business Centres (UK) Ltd, Regus City
                                        Limited, Regus Business Services Ltd,
                                        Regus Manchester Ltd and RML, of the
                                        same date as this agreement;

        "Regus Brand Agreement"         means the agreement referred to in the
                                        definition of "Regus Brand";

        "Regus Guarantee"               means a guarantee given by any member
                                        of the Remaining Regus Group in respect
                                        of any obligation of any member of the
                                        UK Group;

        "Remaining Regus Group"         has the meaning given to it in the
                                        Share Purchase Agreement;

        "Revised Offer"                 has the meaning set out in
                                        clause 14.5(D)(i) (Revised offer at
                                        Prescribed Value);

        "Revised Offer Period"          has the meaning set out in
                                        clause 14.5(D)(i) (Revised offer at
                                        Prescribed Value);

        "Regus Shareholder"             means either RML, BV, or
                                        any other member of their Group which
                                        holds shares in the Company (as
                                        appropriate) and "Regus Shareholders"
                                        means all of them;

        "Services Agreement"            has the meaning given to it in the
                                        Share Purchase Agreement;


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        "Shareholders"                  means RML, BV, the Purchaser and any
                                        other person to whom the benefit of this
                                        agreement is extended pursuant to clause
                                        21 (Effect of Deed of Adherence);

        "Share Purchase Agreement"      means the share purchase and
                                        subscription agreement between the
                                        Company, RML, PLC and the Purchaser of
                                        the same date as this agreement;

        "Shares"                        means ordinary shares in the capital of
                                        the Company;

        "Specified Shares"              has the meaning set out in clause 17.1
                                        (Events of Default);

        "Tag Along Notice"              means the notice referred to in clause
                                        14.4(C)(ii);

        "Transfer Notice"               has the meaning set out in clause 14.1
                                        (Transfer Notice);

        "Ultimate Parent Company"       in relation to a body corporate means
                                        the body corporate (if any) which is
                                        not itself subject to Control but which
                                        has Control of the first mentioned body
                                        corporate either directly or through a
                                        chain of persons each of which has
                                        Control over the next person in the
                                        chain; and

        "Working Hours"                 means 9.30 a.m. to 5.30 p.m. on a
                                        Business Day.

1.1      Interpretation

         In construing this agreement, unless otherwise specified:

         (A)      references to clauses and schedules are to clauses of, and
                  schedules to, this agreement;

         (B)      use of any gender includes the other genders;

         (C)      references to a "person" shall be construed so as to include
                  any individual, firm, company or other body corporate,
                  government, state or agency of a state, local or municipal
                  authority or government body or any joint venture, association
                  or partnership (whether or not having separate legal
                  personality);

         (D)      a reference to any statute or statutory provision shall be
                  construed as a reference to the same as it may have been, or
                  may from time to time be, amended, modified or re-enacted;


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         (E)      any reference to a "day" (including within the phrase
                  "Business Day") shall mean a period of 24 hours running from
                  midnight to midnight;

         (F)      references to times are to London times;

         (G)      a reference to any other document referred to in this
                  agreement is a reference to that other document as amended,
                  varied, novated or supplemented (other than in breach of the
                  provisions of this agreement) from time to time;

         (H)      headings and titles are for convenience only and do not affect
                  the interpretation of this agreement;

         (I)      the rule known as the ejusdem generis rule shall not apply and
                  accordingly general words introduced by the word "other" shall
                  not be given a restrictive meaning by reason of the fact that
                  they are preceded by words indicating a particular class of
                  acts, matters or things;

         (J)      general words shall not be given a restrictive meaning by
                  reason of the fact that they are followed by particular
                  examples intended to be embraced by the general words;

         (K)      any obligation for a Regus Shareholder (other than RML) to
                  give notice pursuant to this agreement shall be satisfied if
                  RML gives that notice on its behalf;

         (L)      any obligation to give notice to a Regus Shareholder shall be
                  satisfied if that notice is given to RML; and

         (M)      the expressions "holding company", "subsidiary" and
                  "subsidiary undertaking" shall have the meaning given in the
                  Companies Acts.

1.3      Schedules

         The schedules form part of this agreement and shall have the same force
         and effect as if expressly set out in the body of this agreement, and
         any reference to this agreement shall include the schedules.

2.       BUSINESS OF THE COMPANY

         Except to the extent that a change in the business of the Company is
         approved in accordance with clause 9 (Reserved matters), the business
         of the Company shall be to conduct for itself, or by means of
         investments in other entities, a serviced commercial offices business
         in the United Kingdom under the Regus Brand (unless the Regus Brand
         Agreement terminates or is terminated).

3.       MANAGEMENT AND MANAGEMENT APPOINTMENTS

3.1      Management

         (A)      The business of the Company shall be overseen and managed by
                  the Board of Directors except in relation to those matters
                  which are required, in accordance with this agreement or by
                  law, to be decided by the Shareholders.

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         (B)      The day-to-day management of the Company shall be undertaken
                  by the Operational Committee subject to the supervision and
                  direction of the Board of Directors (and, for the avoidance
                  of doubt, any direction given by the Board of Directors to
                  the Operational Committee may be amended or revoked at any
                  time by the Board of Directors). The Board of Directors may
                  at any time and from time to time circumscribe the powers,
                  duties and authority of the Operational Committee and
                  (without prejudice to clause 9.1) require that certain
                  matters are reserved for the exclusive determination of the
                  Board of Directors.

         (C)      No member of the Operational Committee shall effect any
                  contract between any member of the UK Group and any member of
                  the Remaining Regus Group without the prior consent of the
                  Board of Directors.

3.2      Number of Directors

         The Board of Directors shall consist of four directors.

3.3      Composition of Board of Directors

         RML shall be entitled, by notice in writing to the Company and the
         Purchaser, to appoint two Directors from time to time and to remove any
         Director so appointed by it from time to time. The Purchaser shall be
         entitled, by notice in writing to the Company and RML, to appoint two
         Directors from time to time and to remove any Director so appointed by
         it from time to time.

3.4      Chairman

         The Purchaser shall, for so long as it holds more than 50 per cent of
         the Shares from time to time in issue, be entitled, by notice in
         writing to the Company and RML, to require that one of the Directors
         appointed by it pursuant to sub-clause 3.3 shall act as the Chairman.
         The Chairman shall preside at any Directors' meeting and general
         meeting of the Company at which he is present.

3.5      Consultation

         Each of RML and the Purchaser shall, prior to appointing any person as
         a Director, give the other a reasonable opportunity to express any
         concern as to his suitability.

3.6      Indemnity

         Any Shareholder who removes a Director from office shall indemnify each
         other Shareholder and the Company against any claim, whether for
         compensation for loss of office, wrongful dismissal or otherwise, which
         arises out of that Director ceasing to hold office.

3.7      Alternate Directors

         Any Shareholder who has appointed a Director pursuant to sub-clause 3.3
         shall be entitled, by notice in writing to the Company and each other
         Shareholder, to appoint any person (who may be another Director) as an
         alternate director to attend, speak and vote on behalf of that Director
         at any one or more meetings of the Directors.

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3.8      Articles of Association

         RML, BV and the Purchaser agree that, if the Articles of Association
         have not already been adopted by the Company at the date of this
         Agreement, they shall procure that the Company adopts the Articles of
         Association on the date of this Agreement.

3.9      Directors' Fees

         The Purchaser shall be entitled to receive an annual fee of
         (pound)55,000 plus VAT, payable quarterly in arrears on 1 January, 1
         April, 1 June and 1 September of each year, as payment for the services
         of the Directors appointed by it, such fee to increase annually with
         effect from 1 January 2004 at a rate equal to the increase in the
         Retail Price Index since:

         (a)      in the case of the first such review - the date of this
                  agreement; and

         (b)      in the case of subsequent reviews - the last review.

4.       THE OPERATIONAL COMMITTEE

4.1      Composition of Operational Committee

         (A)      There shall be no more than 3 members of the Operational
                  Committee.

         (B)      RML shall be entitled, by notice in writing to the Purchaser
                  and the Company, to appoint the members of the Operational
                  Committee from time to time and to remove any such person so
                  appointed by it from time to time. RML hereby appoints Mark
                  Dixon, David Ford and Martin Bennett as its initial
                  appointments to the Operational Committee.

         (C)      The Company shall not remove any member of the Operational
                  Committee save for incapacity, gross misconduct, incompetence
                  or absence from duties as a member of the committee for more
                  than three consecutive months . RML shall be entitled to
                  replace any member so removed pursuant to paragraph (B).

4.2      Consultation

         RML shall, prior to appointing any member of the Operational Committee,
         give the Purchaser a reasonable opportunity to express any concern as
         to his suitability.

5.       PROCEEDINGS OF THE BOARD

5.1      Convening Board meetings

         A Director may, and the secretary of the Company at the request of a
         Director shall, call a meeting of the Board of Directors. The Board of
         Directors shall hold meetings in the United Kingdom at least once every
         month unless agreed otherwise by all the Directors.

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5.2      Notice of Board meetings

         Wherever practicable, at least five Business Days' notice of each
         meeting of the Board of Directors shall be given to each Director
         entitled to attend and the notice shall be accompanied by an agenda and
         a board paper setting out in such reasonable detail as may be
         practicable in the circumstances the subject matter of the meeting.
         Breach of this clause 5.2 shall not affect the validity of any meeting
         of the Board of Directors which has otherwise been validly convened.

5.3      Quorum at Board meetings

         (A)      A quorum shall exist at any meeting of the Board of Directors
                  if at least one Director appointed by RML and at least one
                  Director appointed by the Purchaser is present or represented
                  by an alternate.

         (B)      If a quorum is not present at a meeting of the Board of
                  Directors at the time when any business is considered, any
                  Director may require that the meeting be reconvened. At least
                  five Business Days' notice of the reconvened meeting shall be
                  given to each Director entitled to attend unless all the
                  Directors agree otherwise. At the reconvened meeting, a quorum
                  shall exist with respect to those matters on the agenda which
                  were not disposed of at the original meeting if any two or
                  more Directors are present or represented by an alternate.

5.4      Voting at Board meetings

         Resolutions of the Board of Directors shall be decided by majority of
         the votes cast and each Director shall have one vote. In the case of an
         equality of votes, the Chairman shall have a casting vote.

5.5      Directors' interests

         A Director shall not be counted in the quorum (nor shall his presence
         be required in order to constitute a quorum if it would otherwise be
         required under this agreement), nor shall he be entitled to vote, in
         respect of any legal proceedings or other claim by the Company against
         the Shareholder who appointed him or member of its Group or any such
         proceedings or other claim by the Shareholder who appointed him or
         member of its Group against the Company. Except in respect of any such
         proceedings or other claim (but without prejudice to his obligations
         under section 317 of the Companies Act 1985), a Director present or
         represented by an alternate shall be counted in the quorum and be
         entitled to vote at a meeting of Directors on any resolution concerning
         a matter in which he has, directly or indirectly, an interest or duty.

5.6      Participation arrangements

         Any one or more Directors may participate in and vote at Directors'
         meetings by means of a conference telephone or any communication
         equipment which allows all persons participating in the meeting to hear
         each other. Any Director so participating in a meeting shall be deemed
         to be present in person and shall count towards the quorum.

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5.7      Written resolutions

         A resolution in writing signed by all the Directors shall be as valid
         and effective for all purposes as a resolution passed by the Directors
         at a meeting duly convened, held and constituted.

5.8      Insurance

         The Company shall effect, and pay the premiums in respect of, directors
         and officers insurance with an insurance company of good repute in
         respect of each Director on terms approved by the Board of Directors
         and to be maintained and renewed for as long as such Director holds
         office as a director of the Company and for a period of one year after
         he ceases to be such a director.

6.       ACCESS TO INFORMATION AND ACCOUNTS

6.1      Provision of information by the Company

         The Company shall provide each of RML and the Purchaser with access to
         and copies of such information and records of the Company and its
         Affiliates as that Shareholder may reasonably require from time to
         time, provided that neither RML nor the Purchaser shall be entitled to
         require the Company to restate financial or other information for the
         purpose of preparing the Shareholder's accounts.

6.2      Provision of information by Directors

         Notwithstanding any provision to the contrary in the Regus Brand
         Agreement or the Services Agreement, each Director is irrevocably
         authorised by the Company to disclose any information or records
         belonging to or concerning the Company, its Affiliates or its or their
         business and assets which is reasonably required for the purposes of
         managing an investment in the Company ("Permitted Information") to any
         Shareholder who has appointed him and members of its Group and each
         Director appointed by the Purchaser is also irrevocably authorised by
         the Company to disclose Permitted Information to:

         (A)      Alchemy;

         (B)      Alchemy Partners;

         (C)      any adviser to, or trustee or manager of, any fund advised or
                  managed by Alchemy Partners, which fund holds an interest in
                  the Company; and

         (D)      to Alchemy Partners' professional advisers.

6.3      Management accounts

         The Company will submit concurrently to each of RML and the Purchaser
         (and in normal circumstances within fifteen Business Days of the end of
         each month):

         (A)      consolidated management accounts for the Company, its
                  subsidiaries and subsidiary undertakings consisting of a
                  consolidated balance sheet, consolidated profit and loss
                  account and consolidated cash flow statement

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                  showing, inter alia, revenues, operating results, overall
                  results and relevant cash flow information on a monthly and
                  year-to-date basis and performance compared to the Business
                  Plan and a forecast consolidated balance sheet, consolidated
                  profit and loss account and consolidated cashflow statement
                  for the period from the date of such management accounts to
                  the end of the then current financial year of the Company; and

         (B)      a report describing the status of the implementation of the
                  Company's strategy and major projects as set out in the
                  Business Plan and updating details of projected capital
                  requirements.

6.4      Annual accounts

         Without prejudice to the provisions of the Share Purchase Agreement,
         the Company shall provide to each of RML and the Purchaser concurrently
         (i) draft accounts of the Company for each Accounting Period (in normal
         circumstances within twenty Business Days of the end of the period to
         which they relate) and (ii) audited accounts of the Company for each
         Accounting Period promptly following their approval by the Directors.

6.5      Maintenance of Accounts and Records

         The Company shall maintain, and shall procure that its Affiliates
         maintain, full and accurate books of account, detailed trading and
         financial records, all necessary taxation records, and details of
         customers.

7.       BUSINESS PLANS

7.1      First Business Plan

         The initial Business Plan of the Company shall comprise the 2003 Budget
         signed by RML and the Purchaser at the date of this Agreement for the
         purpose of identification.

7.2      Preparation of Subsequent Business Plans

         No later than one month prior to the end of each Accounting Period, the
         Company shall submit to each of RML and the Purchaser a draft business
         plan covering the three year period commencing at the end of such
         Accounting Period. Each draft business plan shall include:

         (A)      business forecasts;

         (B)      appropriate explanations of the Directors' proposed strategy;

         (C)      details of the assumptions used;

         (D)      a detailed annual budget for the first Accounting Period
                  covered by the draft business plan including a detailed
                  breakdown of:

                  (i)    monthly consolidated revenues, operating expenses,
                         operating results and net interest expenses;

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                  (ii)   monthly capital expenditures and cash flow;

                  (iii)  consolidated balance sheet as at the end of each
                         Accounting Period and profit and loss account for
                         each Accounting Period;

                  (iv)   expected funding requirements and the proposed methods
                         of meeting those requirements;

                  (v)    cash flow return on investment; and

         (E)      a summary annual budget for each of the second and third
                  Accounting Periods covered by the draft business plan.

7.3      Adoption of Business Plans

         RML and the Purchaser shall use all reasonable endeavours to agree
         each draft business plan submitted in accordance with sub-clause 7.2
         with such amendments as they may think fit no later than one week prior
         to the end of the then current Accounting Period. If RML and the
         Purchaser, having so used reasonable endeavours, are not in agreement
         by such time, the Board of Directors may adopt the business plan with
         such amendments as it may think fit.

8.       DIVIDEND POLICY

         Subject to:

         (A)      the Company having available distributable reserves and
                  sufficient available cash resources; and

         (B)      such distribution not being inconsistent with the current
                  Business Plan; or

         (C)      the provisions of the Share Purchase Agreement,

         the Company shall as soon as reasonably practicable after each Quarter
         distribute to its members no less than fifty per cent. of the
         distributable profits of the Company arising from that Quarter.

9.       RESERVED MATTERS

9.1      Requirement for approval

         Notwithstanding any other provision of this agreement (save as
         specifically referred to in paragraphs (K), (L) and (M) below), none of
         the actions listed below shall be taken by the Company, and the
         Shareholders shall not vote in favour of any resolution in respect of
         any of such actions, without prior approval by RML:

         (A)      any amendment to the memorandum or articles of association of
                  the Company;

         (B)      any change to the rights attaching to any class of shares in
                  the Company which are not set out in the memorandum or
                  articles of association of the Company;

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         (C)      the consolidation, sub-division, conversion or cancellation of
                  any share capital of the Company;

         (D)      any reduction of the share capital of the Company;

         (E)      the purchase or redemption of any share capital of the
                  Company;

         (F)      any resolution to wind up the Company other than in
                  circumstances where the company has ceased or in the
                  reasonable opinion of the Board of Directors will shortly
                  cease to be able to pay its debts as they fall due;

         (G)      the filing of a petition for winding up by the Company or the
                  making of any arrangement with creditors generally or any
                  application for an administration order or for the appointment
                  of a receiver or administrator other than in circumstances
                  where the company has ceased or in the reasonable opinion of
                  the Board of Directors will shortly cease to be able to pay
                  its debts as they fall due;

         (H)      the repayment of capital or assets to members;

         (I)      any material change in the nature or scope of the Business;

         (J)      the entering into, assumption, variation, transfer,
                  termination or surrender of any agreement or arrangement
                  outside the ordinary scope of the Business;

         (K)      subject to clause 9.4, the entry by the Company into any
                  agreement or arrangement involving the making of payments, or
                  the assumption of obligations or liabilities, by the Company
                  in excess of (pound)500,000 per annum;;

         (L)      subject to clause 9.4, making any investment, or the
                  liquidation of any investment made by the Company, in any
                  other person or business in excess of (pound)500,000;

         (M)      subject to clause 9.4, the acquisition or disposal of a single
                  asset or category of assets in excess of (pound)500,000 in
                  value;

         (N)      borrowing funds which, when aggregated with advances to the
                  Company which have been or may be made under other financial
                  facilities, exceed (pound)500,000;

         (O)      any change in the basis of accounting or accounting principles
                  or policies employed by the Company other than as required by
                  law or by accounting policies generally accepted in the United
                  Kingdom from time to time;

         (P)      any change of the auditors or the Accounting Period of the
                  Company;

         (Q)      the entering into or variation of any transaction by the
                  Company with (i) a Shareholder or (ii) any member of a
                  Shareholder's Group or (iii) any Director or officer of any
                  Shareholder or any member of a Shareholder's Group; and

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<PAGE>

         (R)      the effecting of any of the above matters by an Affiliate of
                  the Company (and, for this purpose, any reference in the above
                  to the Company shall be read as a reference to the relevant
                  Affiliate).

9.2      Currency

         In clause 9.1 (Requirement for approval), references to "(pound)" are
         to pounds sterling and reference to any amount in such currency shall
         be deemed to include reference to or equivalent amount in any other
         currency.

9.3      Method of approval

         RML may give its approval under clause 9.1 (Requirement for approval):

         (A)      in writing; or

         (B)      by a vote in favour of a separate and specific members'
                  resolution on that matter; or

         (C)      by a vote in favour of a separate and specific directors'
                  resolution on that matter by all or a majority of the
                  Directors appointed by that Shareholder.

9.4      Proviso

         The provisions of paragraphs (J), (K), (L) and (M) of clause 9.1 shall
         not apply in relation to any action of the Company which is taken in
         respect of:-

         (A)      the acquisition, development and fitting out of new serviced
                  office premises or the disposal or closing of existing
                  serviced office premises; or

         (B)      following termination of the IT Services (as defined in the
                  Services Agreement) the acquisition, installation, development
                  or renewal of software and hardware and associated IT
                  services,

         and for the avoidance of doubt the costs associated with the same shall
         not be included in determining whether or not the thresholds referred
         to in paragraphs (K), (L) and (M) of clause 9.1 have been satisfied.

9.5      Consultation

         Any Director appointed by RML may notify the Purchaser in writing that
         in his reasonable belief the Company is likely to be unable to pay its
         debts as they fall due or that the Directors may shortly be committing
         an offence under the Insolvency Act 1986 in continuing to allow the
         Company to conduct business. As soon as practicable after receipt of
         such notice, the Purchaser shall and shall procure that the Directors
         appointed by it use reasonable endeavours to consult with, and consider
         the representations of, RML concerning the trading, finances and
         strategy of the Company and its Affiliates.

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<PAGE>

9.6      Right to Lend

         (A)    Any Director appointed by RML may notify the Purchaser and the
                Company in writing that in his reasonable belief the Company or
                any of its Affiliates is likely to be unable to pay its debts as
                they fall due within the next six weeks, or that the Directors
                or the directors of any Affiliate of the Company may within the
                next six weeks commit an offence under the Insolvency Act 1986
                in continuing to allow the Company or the Affiliate (as the case
                may be) to conduct business.

         (B)    If the Purchaser disagrees, RML may (at its own cost) instruct
                the Company's auditors to prepare a report addressed to the
                Board of Directors to the effect that they have enquired into
                the Company's or Affiliate's state of affairs (as the case may
                be) and they are of the view that the opinion expressed by the
                Director is reasonable in all the circumstances. If the auditors
                do issue such a report, paragraph (C) shall apply.

         (C)    If the Purchaser agrees, or the auditors provide a report
                referred to in paragraph (B), RML and the Purchaser agree that
                RML has the right (but not the obligation) to lend money to the
                Company or the Affiliate (as the case may be) subject to
                compliance with the provisions of paragraph (D).

         (D)    If RML wishes to so exercise its right it shall promptly notify
                the Purchaser in writing. Such notice shall set out the terms of
                the proposed loan (which shall be such reasonable and customary
                terms as RML determines, save that it may set the interest rate
                at an amount as high as LIBOR plus 7.5 per cent). The Purchaser
                may, within seven days of receipt of such notice, elect to
                contribute an equal share of the debt funding proposed to be
                provided by RML on the same terms and conditions, in which case
                RML shall not proceed to lend money other than on such basis. If
                the Purchaser makes no such election within this period, RML may
                proceed to enter into a loan with the Company or any of its
                Affiliates on the terms referred to above.

10.      DEADLOCK RESOLUTION

10.1     Deadlock situation

         If a proposal is made in respect of one of the matters referred to in
         clause 9.1 (Reserved matters) but is not approved in accordance with
         that clause, either RML or [the Purchaser] may give written notice to
         the other that it regards a deadlock situation as having arisen
         ("Deadlock Notice"). Only one Deadlock Notice may be served in respect
         of any one proposal.

10.2     Circulation of memoranda

         Within ten Business Days of the date of service of a Deadlock Notice,
         RML and the Purchaser shall each prepare and exchange a memorandum
         stating its understanding of the disagreement, its position in relation
         to the disagreement, its reasons for taking that position and any
         proposals for resolving the disagreement.

10.3     Referral to Chairmen

         If within 15 Business Days from the date of service of a Deadlock
         Notice, RML and the Purchaser shall have failed to resolve the
         disagreement, the chairmen of PLC and the

                                       17


<PAGE>

         Purchaser shall be provided with copies of such memoranda and shall as
         soon as reasonably practicable meet to discuss the disagreement and
         use all reasonable endeavours to resolve it.

10.4     Unresolved deadlock

         If a deadlock relating to any proposal made in respect of one of the
         matters referred to in clause 9 (Reserved matters) is not resolved
         after applying the above procedure, the proposal shall not proceed.

11.      ISSUE OF SHARES

         Prior to the fourth anniversary of the date of this agreement, no
         unissued Share, and no right to subscribe for or convert any security
         into a Share, shall be allotted or issued without the prior consent in
         writing of RML save where, in the reasonable opinion of the Board of
         Directors, the granting of such right or such allotment and issue is
         necessary to ensure that the Company does not cease to be able to pay
         its debts as and when they fall due.

12.      RESTRICTIONS ON DEALING WITH SHARES

12.1     Restrictions on disposals

         No Disposal of any Share or any legal or beneficial interest in a Share
         shall be permitted except a transfer of the legal or beneficial
         interest in the Share which is permitted by the other terms of this
         agreement.

12.2     Lock-in period

         No transfer of Shares shall be permitted prior to the second
         anniversary of the date of this agreement except in accordance with
         clause 13 (Permitted transfers) or clause 17 (Transfer of Shares on
         Default).

13.      PERMITTED TRANSFERS

13.1     Transfers within a Group

         A Shareholder may transfer any Share to any other body corporate in its
         Group provided that the transferee shall first have entered into a Deed
         of Adherence in the form set out in schedule 1 (Form of Deed of
         Adherence), save that neither RML nor BV nor their respective Group
         Transferees shall be entitled to transfer any Share to a body corporate
         which is not a qualifying member of the Remaining Regus Group. For the
         purposes of this clause 13.1, the expression "a qualifying member of
         the Remaining Regus Group" shall mean a member of the Remaining Regus
         Group which has not filed for relief under Chapter 11 of Title 11 of
         the United States Code.

13.2     Group Transferee leaving the Group

         A Group Transferee shall transfer, in a manner and to a transferee
         permitted by this agreement, all the Shares held by it before it ceases
         to be in the same Group as the Original Holder.

                                       17

<PAGE>

13.3     Purchaser Transfers

         The Purchaser and its Group Transferees may transfer Shares held by
         them:

         (A)      to Alchemy or a body corporate which acts as a nominee of
                  Alchemy;

         (B)      to any person which acts as a nominee or trustee of any
                  limited partnership or unit trust comprising the Alchemy
                  Investment Plan;

         (C)      (in the event of a distribution in kind pursuant to the
                  agreement or trust deed (as the case may be) constituting any
                  limited partnership or unit trust comprising the Alchemy
                  Investment Plan) to the partners of the limited partnership or
                  their nominees or the holders of units in the unit trust or
                  their nominees (as the case may be); and

         (D)      to a nominee or trustee for a limited partnership, unit trust
                  or investment trust which is primarily a vehicle for
                  institutional investors and which is advised or managed by
                  Alchemy.

13.4     Transfers Pursuant to Share Purchase Agreement

         Notwithstanding any other provision of this agreement, a Regus
         Shareholder may transfer Shares to the Purchaser in accordance with the
         terms of the Share Purchase Agreement.

13.5     Information and evidence

         The transferor and transferee of any Share transferred under this
         clause 13 and the Original Holder (if any) of the transferred Share
         shall each provide to the Directors, at his own expense, any
         information and evidence requested in writing by the Directors for the
         purpose of determining whether the transfer to the proposed transferee
         complies with the terms of this clause 13.

13.6     Compliance with agreement

         Each Shareholder shall procure that all Group Transferees in relation
         to which it is the Original Holder comply with the terms of this
         agreement.

14.      PRE-EMPTION RIGHTS

14.1     Transfer Notice

         Prior to making any transfer of any Share (other than in accordance
         with clause 13 (Permitted transfers), clause 17 (Transfer of Shares on
         default) or clause 16 (Drag Along Right)), the person whose Shares are
         to be transferred ("Offeror") shall give a notice in writing ("Transfer
         Notice") to the Company informing it of the proposed transfer and
         setting out:-

         (A)      the Shares to which it relates ("Offered Shares");

                                       18

<PAGE>

         (B)      the identity of the person who has expressed an interest in
                  acquiring the Offered Shares ("Proposed Transferee");

         (C)      the price and other terms ("Offer Terms") on which the Offeror
                  proposes to transfer the Offered Shares; and

         (D)      a condition, if the Offeror wishes to impose it, that unless
                  all or a specified minimum number of the Offered Shares are
                  taken up by other Shareholders when offered to them in
                  accordance with this clause 14, then none of the Offered
                  Shares shall be transferred to other Shareholders under this
                  clause 14 ("Minimum Transfer Condition").

14.2     Company as agent

         The Transfer Notice shall constitute the Company the agent of the
         Offeror for the transfer of each of the Offered Shares, free of all
         encumbrances and with all rights attached to them, in accordance with
         this clause 14.

14.3     Revocation of Transfer Notice

         The Transfer Notice shall only be revocable in accordance with clause
         14.5(C) (Revised Offer at Prescribed Value) or with the consent in
         writing of all the other Shareholders and if it is revoked:-

         (A)      the Offeror may not give a further Transfer Notice within six
                  months after the date on which the Transfer Notice is revoked;

         (B)      the Company shall inform all other holders of Shares that the
                  Transfer Notice has been revoked; and

         (C)      the remaining provisions of this clause 14 shall cease to
                  apply in relation to the revoked Transfer Notice.

14.4     Offer to Shareholders

         Within five days after the date on which the Transfer Notice is
         received by the Company, the Company shall send a notice in writing
         (where the Offeror is RML or any member of its Group) to the Purchaser
         or (where the Offeror is the Purchaser or any member of its Group) to
         RML:-

         (A)      containing an offer ("Offer") of the Offered Shares on
                  the Offer Terms and inviting the recipient to notify
                  the Company in writing within a period of 90 days
                  ("Offer Period") whether it or any other member of its
                  Group is willing to take any, and if so what maximum
                  number, of the Offered Shares on the Offer Terms;

         (B)      setting out the identity of the Proposed Transferee;

         (C)      stating that the recipient may by notice in writing to the
                  Company within a period of 14 days:-

                  (i)      require the Offered Shares to be re-offered at the
                           Prescribed Value; or

                                       19

<PAGE>

                  (ii)     require on its behalf and on behalf of any other
                           member of its Group which holds Shares that the
                           Offeror complies with clause 15 (Tag Along Right),

                  and the giving of such notice in either case shall result in
                  the Offer being revoked and any purported acceptances of the
                  Offer being of no effect;

         (D)      stating that, if recipients who accept the Offer express, in
                  aggregate, a willingness to take more than the total number of
                  Offered Shares, the Offered Shares shall be allocated to such
                  recipients in proportion as nearly as may be to the number of
                  Shares then held by them subject to the maximum number
                  specified by each such recipient; and

         (E)      if a Minimum Transfer Condition is included in the Transfer
                  Notice, stating that the Offer cannot be validly accepted in
                  respect of any of the Offered Shares unless and until
                  purported acceptances have been received by the Company
                  relating to the minimum number of Offered Shares specified in
                  the Minimum Transfer Condition.

14.5     Revised Offer at Prescribed Value

         If the Company receives a valid notice under clause 14.4(C)(i) (Offer
         to Shareholders):

         (A)      the Company shall notify all the Shareholders of the
                  revocation of the Offer;

         (B)      the parties shall use all reasonable endeavours to
                  determine or procure the determination of the
                  Prescribed Value of the Offered Shares as soon as
                  reasonably practical;

         (C)      the Offeror may revoke the Transfer Notice within ten
                  days after the date on which the Prescribed Value of
                  the Offered Shares is determined;

         (D)      if the Offeror does not validly revoke the Transfer
                  Notice, within ten days after the date on which the
                  Prescribed Value of the Offered Shares is determined,
                  the Company shall send a further notice in writing to
                  all Shareholders (other than the Offeror or any other
                  Shareholder who has given a Transfer Notice in respect
                  of any of its Shares):-

                  (i)     containing an offer ("Revised Offer") of the Offered
                          Shares at the Prescribed Value and otherwise on the
                          Offer Terms and inviting each recipient to notify the
                          Company in writing within a period of 30 days
                          ("Revised Offer Period") whether it is willing to take
                          any, and if so what, maximum number of the Offered
                          Shares at the Prescribed Value and otherwise on the
                          Offer Terms;

                  (ii)    stating that, if recipients who accept the Revised
                          Offer express, in aggregate, a willingness to take
                          more than the total number of Offered Shares, the
                          Offered Shares shall be allocated to such recipients
                          in proportion as nearly as may be to the number of
                          Shares then held by them subject to the maximum number
                          specified by each such recipient; and


                                       20

<PAGE>

                  (iii)   if a Minimum Transfer Condition is included in the
                          Transfer Notice, stating that the Revised Offer cannot
                          be validly accepted in respect of any of the Offered
                          Shares unless and until purported acceptances have
                          been received by the Company relating to the minimum
                          number of Offered Shares specified in the Minimum
                          Transfer Condition.

14.6     Sale to Shareholders

         If no Minimum Transfer Condition is included in the Transfer Notice, or
         if a Minimum Transfer Condition is included and the Company receives
         acceptances for the specified minimum number of Offered Shares within
         the Offer Period or any Revised Offer Period:-

         (A)      the Company shall, within five days after the date on which
                  the Offer Period or any Revised Offer Period ends, notify in
                  writing:-

                  (i)      the Offeror of the number of Offered Shares (if any)
                           for which no acceptances have been received; and of
                           the name and address of each person who has accepted
                           Offered Shares ("Accepting Holders") and the number
                           of Shares to be transferred to each of them;

                  (ii)     each of the Accepting Holders of the number of
                           Shares to be transferred to it; and

                  (iii)    the Offeror and each of the Accepting Holders of the
                           time(s) (not being less than forty-eight hours nor
                           more than five days after the date of such
                           notification) and place(s) for completion of the
                           transfer of Shares to Accepting Holders;

         (B)      the Offeror and the Accepting Holders shall be obliged to
                  complete the transfer of the relevant Shares in accordance
                  with clause 19 (Completion of Share transfers) at such time(s)
                  and place(s) as shall be specified in the notification under
                  clause 14.6(A)(iii); and

         (C)      if the Company has not received acceptances in respect of all
                  the Offered Shares, clause 14.8 (Transfer to any person) shall
                  apply to the Offered Shares for which acceptances have not
                  been received.

14.7     Minimum Transfer Condition not met

         If a Minimum Transfer Condition is included in the Transfer Notice and
         the Company does not receive acceptances for the specified minimum
         number of the Offered Shares within the Offer Period or any Revised
         Offer Period:-

         (A)      it shall, within five days after the expiry of the
                  Offer Period or any Revised Offer Period, so inform
                  the Offeror and all persons who purported to accept
                  the Offer or any Revised Offer; and

         (B)      clause 14.8 (Transfer to any person) shall apply to
                  all the Offered Shares, save that:-


                                       21

<PAGE>

                 (i)      no Offered Share shall be transferred to an existing
                          Shareholder pursuant to clause 14.8 (Transfer to any
                          person) unless each Shareholder who purported to
                          accept the Offer or any Revised Offer is given the
                          opportunity to have transferred to him the Shares he
                          applied for in response to the Offer or Revised Offer
                          on the Offer Terms; and

                 (ii)     no Share may be transferred under clause 14.8
                          (Transfer to any person) unless the minimum number of
                          Offered Shares specified in the Minimum Transfer
                          Condition are so transferred.

14.8     Transfer to any person

         The Offeror may transfer, to any person named in the Transfer Notice as
         having expressed an interest in acquiring the Offered Shares, any
         Offered Share to which this clause 14.8 applies provided that:-

         (A)      the entire legal and beneficial interest in each of the Shares
                  is transferred;

         (B)      clause 18 (Ineligible persons) is complied with;

         (C)      the price is not less than the price set out in the Offer
                  Terms or, if the Prescribed Value of the Offered Shares has
                  been determined, such Prescribed Value and in either case is
                  not subject to any rebate, allowance or deduction whatever;

         (D)      the other terms of sale to the transferee are not more
                  favourable than the Offer Terms;

         (E)      there are no collateral agreements which make the arrangement
                  more favourable to the transferee;

         (F)      the transfer takes place within thirty days after the date on
                  which the Offer Period or any Revised Offer Period ends;

         (G)      the Offeror and the transferee shall each provide to the
                  Directors, at his own expense, any information and evidence
                  requested in writing by the Directors for the purpose of
                  determining whether the transfer to the transferee complies
                  with the terms of this clause 14.8; and

         (H)      the transferee shall, prior to the transfer, enter into a Deed
                  of Adherence in the form set out in schedule 1.

15.      TAG ALONG RIGHT

15.1     Tag Along Notice Served

         (A)      If a Tag Along Notice is served by any Shareholder in
                  accordance with clause 14.4(C)(ii), the provisions of this
                  clause 15 shall apply.

         (B)      The Offeror shall use reasonable endeavours to procure that
                  the Proposed Transferee acquires, at the same time and on the
                  same terms and conditions referred to in the relevant Transfer
                  Notice, the Relevant Percentage of the

                                       22


<PAGE>

                  Offeror's Shares and the Relevant Percentage of the Shares
                  held by the Shareholder or each Shareholder which served a
                  Tag Along Notice or on whose behalf a Tag Along Notice was
                  served.

         (C)      If, despite the Offeror having complied with its obligations
                  under paragraph (B), the Proposed Transferee has not agreed to
                  acquire shares on the basis referred to in paragraph (B)
                  within 14 days of the date of the relevant Tag Along Notice:

                  (i)      the Offeror shall not proceed with the sale of the
                           Shares to the Proposed Transfer referred to in the
                           relevant Transfer Notice; and

                  (ii)     the Offeror shall not give a further Transfer Notice
                           within one month of the date of the relevant
                           Transfer Notice.

         (D)      A Proposed Transferee must first enter into a Deed of
                  Adherence in the form set out in schedule 1 before acquiring
                  any Shares pursuant to this clause 15.

15.2     Relevant Percentage

         For the purpose of sub-clause 15.1, the Relevant Percentage of a
         Shareholder's Shares means a number of the Shareholder's Shares
         calculated as follows:

         S x P

         Where:

         S means the number of Shares the Proposed Transferee wishes to acquire;
         and

         P means a percentage (expressed as a fraction) which is equal to that
         Shareholder's percentage shareholding in the Company.

16.      DRAG ALONG RIGHT

16.1     Qualifying Offer

         If a Qualifying Offer is received or procured by the Purchaser at any
         time after the second anniversary of the date of this agreement, the
         provisions of this clause 16.1 shall apply. For the purpose of this
         clause 16.1, "Qualifying Offer" shall mean a bona fide offer in writing
         on arms' length terms which is made by or on behalf of a person who:-

         (a)      is not a Shareholder;

         (b)      is not a member of a Shareholder's Group; and

         (c)      has no agreement or arrangement of any kind with any
                  Shareholder relating to the offer other than an agreement or
                  arrangement relating solely to acceptance of the offer,

         and which is conditional on acceptances in respect of all the Shares
         then in issue being received.


                                       23


<PAGE>


16.2     Other Shareholders to be informed

         The Purchaser must promptly provide a notice containing a copy of the
         Qualifying Offer to the other Shareholders (the "Informing Notice").
         The Informing Notice should be dated as of the date on which it is
         despatched.

16.3     Matching Offer

         (A)      For the purpose of this clause 16.3, "Matching Period" shall
                  mean the period:

                  (i)      commencing on the day after the Informing Notice is
                           sent; and

                  (ii)     ending at midnight on the twenty-first day after the
                           Informing Notice is sent.

         (B)      RML may, within the Matching Period, offer by notice in
                  writing to the other Shareholders to acquire all the Shares
                  of the other Shareholders (a "Matching Offer"). The Matching
                  Offer shall be conditional only on acceptances in respect of
                  all the Shares then in issue being received (other than in
                  respect of Shares held by RML and members of its Group) and
                  otherwise on terms and conditions which are at least as
                  favourable as those of the Qualifying Offer. Clause 14
                  (Pre-emption rights) shall not apply in respect of the
                  transfer of shares pursuant to the Matching Offer. If a
                  Matching Offer is made by RML, the Shareholders shall not
                  accept the relevant Qualifying Offer.

16.4     Cessation of Clause 16.3

         Clause 16.3 shall cease to apply after the sixth anniversary of the
         date of this agreement.

16.5     Acceptance of Qualifying Offer

         (A)    The Purchaser may accept a Qualifying Offer provided that, if
                clause 16.3 applies, the relevant Matching Period has expired
                and no Matching Offer has been made during that period in
                accordance with clause 16.3.

         (B)    If the Purchaser accepts the Qualifying Offer, each of the other
                Shareholders shall be deemed to have accepted such offer and the
                provisions of clause 14 (Pre-emption rights) shall not apply in
                respect of the transfer of shares pursuant to the Qualifying
                Offer. The transfer of Shares pursuant to the Qualifying Offer
                shall be completed in accordance with clause 19 (Completion of
                Share transfers) within ten Business Days of the date on which
                the Qualifying Offer becomes unconditional.

17.      TRANSFER OF SHARES ON DEFAULT

17.1     Events of Default

         The following are "Events of Default" in relation to a Shareholder and
         "Specified Shares" in relation to an Event of Default:-

                                       24


<PAGE>

         (A)      any Shareholder makes any Disposal of any Shares which is in
                  breach of this agreement, in which case the Specified Shares
                  shall be all the Shares held by that Shareholder and members
                  of its Group;

         (B)      any Shareholder is in material or persistent breach of any of
                  the other provisions of this agreement and such breach has
                  not, if capable of remedy, been remedied to the reasonable
                  satisfaction of the other Shareholders within thirty days of
                  receipt by the Shareholder in breach of written notice from
                  any of the other Shareholders requiring such remedy, in which
                  case the Specified Shares shall be all the Shares held by that
                  Shareholder and members of its Group;

         (C)      a Group Transferee ceases to be a member of the same Group as
                  the Original Holder while it still holds Shares, in which case
                  the Specified Shares shall be all the Shares held by that
                  Group Transferee;

         (D)      if the Purchaser or any member of its Group is in breach of
                  clause 25.2 in which case the Specified Shares shall be all
                  the Shares held by the Purchaser's Group;

         (E)      if PLC or any member of its Group is in breach of clause 25.1
                  in which case the Specified Shares shall be all the Shares
                  held by members of PLC's Group;

         (F)      any procedure is commenced with a view to the winding-up or
                  re-organisation of any Shareholder or its Ultimate Parent
                  Company (other than for the purpose of a solvent amalgamation
                  or reconstruction with the prior approval of the other
                  Shareholders, such approval not to be unreasonably withheld or
                  delayed), and that procedure (unless commenced by that
                  Shareholder or its Ultimate Parent Company, as the case may
                  be) is not terminated or discharged within thirty days, in
                  which case the Specified Shares shall be all the Shares held
                  by that Shareholder and members of its Group;

         (G)      the filing for relief under Chapter 11 of Title 11 of the
                  United States Code by any Shareholder or its Ultimate Parent
                  Company, in which case the Specified Shares shall be all the
                  Shares held by that Shareholder and members of its Group;

         (H)      any procedure is commenced with a view to the appointment of
                  an administrator, receiver, administrative receiver or
                  trustee in bankruptcy in relation to any Shareholder or
                  its Ultimate Parent Company or all or substantially all of
                  its assets (or any analogous procedure is commenced in any
                  other jurisdiction in relation to any Shareholder or its
                  Ultimate Parent Company or substantially all of its assets)
                  and that procedure (unless commenced by that Shareholder or
                  its Ultimate Parent Company, as the case may be) is not
                  terminated or discharged within thirty days, in which case
                  the Specified Shares shall be all the Shares held by that
                  Shareholder and members of its Group;

         (I)      the holder of any security over all or substantially all of
                  the assets of any Shareholder or its Ultimate Parent Company
                  takes any step to enforce that security and that enforcement
                  is not discontinued within thirty days, in which case the
                  Specified Shares shall be all the Shares held by that
                  Shareholder and members of its Group;

                                       25


<PAGE>

         (J)      all or substantially all of the assets of any Shareholder or
                  its Ultimate Parent Company are subject to attachment,
                  sequestration, execution or any similar process and that
                  process is not terminated or discharged within thirty days, in
                  which case the Specified Shares shall be all the Shares held
                  by that Shareholder and members of its Group;

         (K)      any Shareholder or its Ultimate Parent Company is unable to
                  pay its debts as they fall due or enters into a composition or
                  arrangement with its creditors or any class of them, in which
                  case the Specified Shares shall be all the Shares held by that
                  Shareholder and members of its Group;

         (L)      any Shareholder or its Ultimate Parent Company ceasing or
                  threatening to cease wholly or substantially to carry on its
                  business, other than for the purpose of a solvent amalgamation
                  or reconstruction with the prior approval of the other
                  Shareholders (such approval not to be unreasonably withheld or
                  delayed), in which case the Specified Shares shall be all the
                  Shares held by that Shareholder and members of its Group; or

         (M)      if the Directors have requested information and/or evidence
                  from any Shareholder to enable them to determine whether any
                  of the above circumstances apply to that Shareholder or any
                  member of its Group, such information or evidence not being
                  provided to the reasonable satisfaction of the Directors
                  within fourteen days after the request is received, in which
                  case the Specified Shares shall be all the Shares held by that
                  Shareholder and members of its Group.

       PROVIDED HOWEVER that none of the following shall constitute an Event of
       Default for the purpose of this agreement:

         (A)      the filing for relief under Chapter 11 of Title 11 of the
                  United States Code by PLC or any member of its Group within
                  six months of the date of this agreement;

         (B)      the filing by PLC or any member of its Group of an involuntary
                  petition for relief within six months of the date of this
                  agreement so long as it is converted into a filing for relief
                  under Chapter 11 of Title 11 of the United States Code within
                  45 days;

         (C)      the negotiation of, taking of other preparatory steps in
                  relation to, approval of, and implementation of any plan of
                  reorganisation in connection with or pursuant to any such
                  filing; and

         (D)      the appointment of an administrator in relation to any entity
                  referred to in paragraphs (A) or (B) of this proviso in
                  concert with a filing referred to in paragraph (A) or
                  paragraph (B) of this proviso.

17.2     Compulsory Offer

         (A)      If an Event of Default (other than a Disposal of any Shares
                  which is in breach of this agreement) occurs and is continuing
                  in relation to any Shareholder the Directors may give notice
                  to the holder(s) of the Specified Shares ("Compulsory Transfer
                  Notice") requiring the transfer of the Specified Shares.

                                       26


<PAGE>

         (B)      If:

                  (i)      any Shareholder makes any Disposal of any Shares
                           which is in breach of this agreement; or

                  (ii)     a Compulsory Transfer Notice is given in respect of
                           any other Event of Default;

                  at any time prior to the eightieth anniversary of the date of
                  this agreement the holder of the Specified Shares shall be
                  deemed to have appointed the Company as his agent for the
                  transfer of each of the Specified Shares, free of all
                  encumbrances and with all rights attached to them, in
                  accordance with this clause 17.

         (C)      The parties shall use all reasonable endeavours to determine
                  or procure the determination of the Prescribed Value of the
                  Specified Shares as soon as reasonably practical after the
                  giving of a Compulsory Transfer Notice or the Disposal of
                  Shares (as the case may be).

         (D)      Within ten days after the date on which the Prescribed Value
                  of the Specified Shares is determined, the Company shall send
                  a notice in writing to all existing holders of Shares (other
                  than the holder or holders of the Specified Shares or any
                  other holder of Shares who has given a Transfer Notice in
                  respect of any of its Shares):-

                  (i)      containing an offer ("Compulsory Offer") of the
                           Specified Shares at the Prescribed Value and
                           inviting each recipient to notify the company in
                           writing within a period of 30 days ("Compulsory
                           Offer Period") whether it is willing to take any,
                           and if so what maximum number, of the Specified
                           Shares;

                  (ii)     stating that, if the recipients who accept the
                           Compulsory Offer express, in aggregate, a
                           willingness to take more than the total number of
                           Specified Shares, the Specified Shares shall be
                           allocated to such recipients in proportion as nearly
                           as may be to the number of Shares then held by them,
                           subject to the maximum number specified by each such
                           recipient; and

                  (iii)    setting out the name of any person nominated by the
                           Directors who has expressed an interest in acquiring
                           all or any of the Specified Shares and to whom any
                           Specified Shares not allocated among the recipients
                           of the Compulsory Offer may, subject to clause 18
                           (Ineligible persons), be allocated.

         (E)      The Company shall, within seven days after the date on which
                  the Compulsory Offer Period ends, notify in writing:-

         (i)      the holder of the Specified Shares of the name and address of
                  each person ("Purchaser") to whom Specified Shares have been
                  allocated and the number of Shares to be transferred to each
                  of them;

                                       27

<PAGE>

         (ii)     each of the Purchasers of the number of Shares to be
                  transferred to it; and

         (iii)    the holder of the Specified Shares and each of the Purchasers
                  of the time(s) (not being less than forty-eight hours nor more
                  than seven days after the date of such notification) and
                  place(s) for completion of the transfer of Shares to the
                  Purchasers.

         (F)      The holder of the Specified Shares and each of the Purchasers
                  shall be obliged to complete the transfer of the Specified
                  Shares in accordance with clause 19 (Completion of Share
                  transfers) at such time(s) and place(s) as shall be specified
                  in the notification under clause 17.3(E)(iii).

17.3     Directors' interests

         For the purposes of this clause 17, references to the Company shall
         mean the Company acting through the Directors and references to the
         Directors shall exclude any Director who has been appointed by the
         holder of the Specified Shares or any member of its Group.

17.4     RML

         RML confirms to the Purchaser that it has no intention to file for
         relief under Chapter 11 of Title 11 of the United States Code and
         undertakes to consult with the Purchaser prior to making any decision
         to file for such relief.

18.      INELIGIBLE PERSONS

         Notwithstanding anything in this agreement, no allotment or transfer of
         any Share shall be made to any person who is not a body corporate other
         than in the case of a transfer referred to in clause 13.3.

19.      COMPLETION OF SHARE TRANSFERS

19.1     Encumbrances and rights

         Where this clause 19 applies to the transfer of any Share, the Share
         shall be transferred free of encumbrances and with all rights attaching
         thereto.

19.2     Obligations at completion

         Upon completion of any transfer of Shares under this agreement:-

         (A)      the selling Shareholder (the "Seller") shall deliver to the
                  purchaser a duly executed transfer in favour of the purchaser
                  together with the certificate representing the relevant Shares
                  and a power of attorney in a form and in favour of a person
                  nominated by the purchaser, so as to enable the purchaser,
                  pending registration, to exercise all rights of ownership in
                  relation to the Shares transferred to it including, without
                  limitation, the voting rights;

                                       28


<PAGE>

         (B)      the purchaser shall pay the aggregate transfer price in
                  respect of the relevant Shares to the seller by bankers' draft
                  for value on the date of completion or in such other manner as
                  may be agreed by the seller and the purchaser before
                  completion;

         (C)      the purchaser shall (if it is not already a party to this
                  agreement) enter into a Deed of Adherence in the form set out
                  in Schedule 1; and

         (D)      the seller shall do all such other acts and/or execute all
                  such other documents in a form satisfactory to the purchaser
                  as the purchaser may reasonably require to give effect to the
                  transfer of Shares to it.

19.3     Security power of attorney

         (A)      Each of the Shareholders hereby irrevocably and
                  unconditionally (and by way of security for the performance of
                  its obligations under this agreement) appoints any Director
                  its attorney to execute and do in its name or otherwise and on
                  its behalf all documents, acts and things which the attorney
                  shall in its absolute discretion consider necessary or
                  desirable in order to implement the obligations of that
                  Shareholder under this clause 19.

         (B)      Each Shareholder undertakes to ratify whatever any Director as
                  its attorney shall lawfully do or cause to be done in
                  accordance with this power of attorney and to indemnify and
                  keep such attorney indemnified from all claims, costs,
                  expenses damages and losses which the attorney may suffer as a
                  result of the lawful exercise by him of the powers conferred
                  on him under this power of attorney.

         (C)      This power of attorney shall remain in force in relation to
                  each Shareholder until this agreement is terminated in respect
                  of the rights and obligations of that Shareholder under clause
                  28 (Termination).

19.4     Failure to transfer

         If a transfer of Shares is executed on behalf of a Shareholder
         pursuant to clause 19 (Security power of attorney):-

         (A)      the Company may receive the purchase money in trust for that
                  Shareholder and the receipt of the Company for the purchase
                  money shall be a good discharge for the purchaser, who shall
                  not be bound to see to the application of the purchase money;

         (B)      the Company shall, subject to the instrument of transfer being
                  duly stamped, cause the purchaser to be registered as holder
                  of the relevant Shares; and

         (C)      once registration has taken place in purported exercise of the
                  power contained in this clause 19.4, the validity of the
                  proceedings shall not be questioned by any person.

                                       29


<PAGE>

20.      CONSENT TO TRANSFER FOR THE PURPOSES OF THE ARTICLES

         This agreement constitutes the irrevocable written consent of each
         Shareholder (including a Shareholder who has executed a Deed of
         Adherence) for the purposes of the Articles of Association to any
         transfer of Shares which is permitted or required by this agreement.

21.      EFFECT OF DEED OF ADHERENCE

         The parties agree to extend the benefit and burden of this agreement to
         any person who acquires Shares in accordance with this agreement and
         enters into a Deed of Adherence in the form set out in schedule 1, but
         without prejudice to the continuation inter se of the rights and
         obligations of the original parties to this agreement and any other
         persons who have entered into such a Deed of Adherence.

22.      PRESCRIBED VALUE

         The "Prescribed Value" of any Shares shall be determined as follows:

         (A)      the Prescribed Value of any Shares shall be a percentage of
                  the market value of the total issued share capital of the
                  Company, such percentage being equal to the percentage of such
                  total issued share capital represented by those Shares;

         (B)      the market value of the total issued share capital of the
                  Company shall be determined on the basis of a sale between a
                  willing seller and a willing buyer of the whole of the issued
                  share capital of the Company;

         (C)      the Prescribed Value shall be as agreed between RML and the
                  Purchaser or (in the absence of agreement being reached within
                  40 days) as certified by the auditors of the Company acting as
                  experts and not as arbitrators whose decision shall be final
                  and binding and whose fees shall be borne equally by RML and
                  the Purchaser or as otherwise determined by the auditors.

23.      SHAREHOLDER UNDERTAKINGS

23.1     General Shareholder Undertakings

         Each Shareholder undertakes with each other Shareholder that it will:

         (A)      exercise its voting rights and other rights as a member of the
                  Company in order (insofar as it is able to do so through the
                  exercise of such rights) to give full effect to the terms of
                  this agreement and the rights and obligations of the parties
                  as set out in this agreement; and

         (B)      procure that any Director appointed by it from time to time
                  shall (subject to their fiduciary duties to the Company)
                  exercise their voting rights and other powers and authorities
                  in order (insofar as they are able to do so through the
                  exercise of such rights, powers and authorities) to give full
                  effect to the terms of this agreement and the rights and
                  obligations of the parties as set out in this agreement.

                                       30


<PAGE>

23.2     Purchaser's Undertaking

         The Purchaser shall procure that the Company shall comply with its
         obligations under the Brand Agreement and the Services Agreement save
         that the Purchaser shall not be in breach of this clause if a failure
         by the Company to comply with any such obligation is a consequence of:

         (a)      the exercise by RML of its rights under clause 9.1; or

         (b)      an act or omission by a member or members of the Operational
                  Committee which has not been authorised by the Board of
                  Directors.

24.      UNDERTAKINGS BY THE COMPANY

         Each undertaking by the Company in respect of each provision of this
         agreement shall be construed as a separate undertaking and if any of
         the undertakings is unlawful or unenforceable the remaining
         undertakings shall continue to bind the Company.

25.      PROTECTIVE COVENANTS

25.1     Non-compete by PLC

         (A)      PLC undertakes for the benefit of the Company, the Purchaser
                  and the members of the Purchaser's Group that it will not, and
                  shall procure that no other member of its Group shall, either
                  alone or in conjunction with or on behalf of any other person,
                  at any time on or after the date of this agreement, be engaged
                  or interested in carrying on a serviced commercial offices
                  business in the United Kingdom (save as the holder of shares
                  or debt securities in a listed company which confer not more
                  than five per cent of the votes which could normally be cast
                  at a general meeting of the company).

                  PROVIDED THAT there shall not be a breach of the above
                  provision:

                  (i)     to the extent that PLC or any member of its Group is
                          doing anything pursuant to clause 2.2 of the Regus
                          Brand Agreement; or

                  (ii)    where PLC or any member of its Group acquires any
                          entity which carries on directly or indirectly a
                          serviced commercial offices business in the United
                          Kingdom if the turnover of such business does not
                          comprise more than 10 per cent. of the then aggregate
                          turnover of the Company and its Affiliates; or

                  (iii)   where PLC or any member of its Group acquires any
                          entity which carries on directly or indirectly a
                          serviced commercial offices business in the United
                          Kingdom, which business comprises more than 10 per
                          cent. of the then aggregate turnover of the Company
                          and its Affiliates, and PLC or the relevant member of
                          its Group complies with the requirements set out in
                          paragraph (B) below.

         (B)      The requirements referred to in subparagraph (A)(iii) are as
                  follows:

                                       31

<PAGE>

                  (i)     as soon as reasonably practicable (and, in any event,
                          not later than three months) after the acquisition,
                          PLC or the relevant member of its Group shall offer to
                          sell to the Company that part of the entity's business
                          which carries on directly or indirectly a serviced
                          commercial offices business in the United Kingdom; and

                  (ii)    in the event that the Company declines such offer
                          (and, in this regard, the Company shall respond within
                          one month of receiving the offer), PLC or the relevant
                          member of its Group shall as soon as reasonably
                          practicable thereafter close down that part of the
                          entity's business which carries on directly or
                          indirectly a serviced commercial offices business in
                          the United Kingdom or sell it to a person who is not a
                          member of PLC's Group.

25.2     Non-compete by the Purchaser and its Group

         (A)      The Purchaser undertakes for the benefit of the Company, PLC
                  and each member of PLC's Group that it will not, and shall
                  procure that no member of its Group (other than the Company
                  and its Affiliates) shall, either alone or in conjunction
                  with or on behalf of any other person, at any time on or
                  after the date of this agreement, be engaged or interested
                  in carrying on a serviced commercial offices business in the
                  United Kingdom (save as the holder of shares or debt
                  securities in a listed company which confer not more than
                  five per cent. of the votes which could normally be cast at
                  a general meeting of the company).

         (B)      PROVIDED THAT there shall not be a breach of paragraph (A):

                  (i)     where the Purchaser or any member of its Group
                          acquires any entity which carries on directly or
                          indirectly a serviced commercial offices business in
                          the United Kingdom if such business does not comprise
                          more than 10 per cent. of the then aggregate turnover
                          of the Company and its Affiliates; or

                  (ii)    where the Purchaser or any member of its Group
                          acquires any entity which carries on directly or
                          indirectly a serviced commercial offices business in
                          the United Kingdom, which business comprises more than
                          10 per cent. of the then aggregate turnover of the
                          Company and its Affiliates, and complies with the
                          requirements of paragraph (C) below.

         (C)      The requirements referred to in subparagraph (B)(ii) are as
                  follows:

                  (a)      as soon as reasonably practicable (and, in any event,
                           not later than three months) after the acquisition,
                           the Purchaser or the relevant member of its Group
                           shall offer to sell to PLC or any member of its Group
                           that part of the entity's business referred to in
                           subparagraph (B)(ii); and

                  (b)      in the event that PLC and its Group decline such
                           offer (and, in this regard, PLC and its Group shall
                           respond within one month of receiving the offer), the
                           Purchaser or the relevant member of its Group shall

                                       32

<PAGE>

                           as soon as reasonably practicable thereafter close
                           down that part of the entity's business referred to
                           in subparagraph (B)(ii) or sell it to a person who is
                           not a member of the Purchaser's Group.

25.3     Duration

         Notwithstanding any other provision of this agreement:

         (A)      clause 25.1 shall remain in effect until the first to occur
                  of:

                  (i)      PLC and its Group ceasing to hold Shares;

                  (ii)     all Shares in issue being held by a member or
                           members of PLC's Group;

                  (iii)    in the event that the Licensees (as defined in the
                           Brand Agreement) exercise their right pursuant to
                           clause 21.3 of the Brand Agreement to give notice to
                           terminate the Brand Agreement; and

                  (iv)     the fifth anniversary of the date of this agreement;

         (B)      clause 25.2 shall remain in effect until the first to occur
                  of:

                  (i)      the date on which the Purchaser and its Group cease
                           to hold any Shares; and

                  (ii)     the fifth anniversary of the date of this agreement.

25.4     Rights of Third Parties

         (A)      Clause 25.1 is intended to confer benefits on each member of
                  the Purchaser's Group which is not a party to this agreement
                  (each a "Purchaser Third Party") and, subject to Clause 25.5,
                  is intended to be enforceable by each such Purchaser Third
                  Party by virtue of the Contracts (Rights of Third Parties)
                  Act 1999.

         (B)      Clause 25.2 is intended to confer benefits on each member of
                  PLC's Group which is not a party to this agreement (each a
                  "PLC Third Party") and, subject to clause 25.5 and clause
                  25.2(B), is intended to be enforceable by each such PLC Third
                  Party by virtue of the Contracts (Rights of Third Parties)
                  Act 1999.

25.5     Provisos

         Notwithstanding clause 25.4 above:-

         (A)      no Purchaser Third Party may enforce Clause 25.1 without the
                  prior written consent of the Purchaser which may, if given, be
                  given on and subject to such terms and conditions as the
                  Purchaser may determine; and


                                       33

<PAGE>

         (B)      no PLC Third Party may enforce clause 25.2 without the prior
                  written consent of PLC which may, if given, be given on and
                  subject to the terms and conditions as PLC may determine; and

         (C)      this agreement may be rescinded or varied by the parties to it
                  without the consent of any PLC Third Party or any Purchaser
                  Third Party.

25.6     Separate Undertakings

         Each undertaking contained in clauses 25.1(A) and 25.2(A) shall be
         construed as a separate undertaking and if one or more of these
         undertakings is held to be against the public interest or unlawful or
         in any way an unreasonable restraint of trade, the remaining
         undertakings shall continue to bind the persons whom they are
         expressed to bind.

25.7     Chinese Wall

         In the event that any member of the Purchaser's Group (other than the
         Company and its Affiliates) commences or intends to commence any
         business outside the UK (the "New Business") which competes with the
         office services business of any member of PLC's Group, its franchisees
         or licensees, then the Purchaser shall and shall procure that all
         members of its Group who are either directly or indirectly involved in
         the New Business take all steps reasonably requested by RML to ensure
         that no confidential or proprietary information (including without
         limitation the Regus System or SMART) is used or made available to any
         such member of the Purchaser's Group and shall permit RML to carry out
         such audits and inspections as may be reasonably necessary to ensure
         that such obligation is fully complied with and will promptly address
         and remedy any issues or concerns raised by RML as a result of such
         audit or inspection.

26.      CONFIDENTIALITY

26.1     Confidential information

         Each party shall treat as confidential all information obtained as a
         result of negotiating and entering into this agreement or, in the case
         of a Shareholder, through its interest in the Company or any of its
         business or assets and which relates to:

         (A)      the provisions of this agreement;

         (B)      the negotiations relating to this agreement;

         (C)      the Company or its business or assets; or

         (D)      any Shareholder or its business or assets.

26.2     Use of Confidential information

         Each party shall:-

         (A)      not disclose any such confidential information to any person
                  other than:


                                       34

<PAGE>

                  (i)   a Director appointed by it or a member of its Group,
                        or any of its directors or employees, or those of any
                        member of its Group whose duties include the management
                        or monitoring of the business of the Company and who
                        needs to know such information in order to discharge
                        his duties; or

                  (ii)  a person in connection with a sale process the aim of
                        which is that Shares are bona fide transferred under
                        clause 14 (Pre-emption rights), clause 15 (Tag Along
                        Rights) or clause 16 (Drag Along Rights); or

                  (iii) pursuant to clause 6.2; or

                  (iv)  (in the case of the Purchaser) Alchemy, for the
                        purpose of enabling Alchemy to comply with any
                        information disclosure obligation applicable to it,
                        but then only to the extent necessary to comply with
                        such obligation;

         (B)      not use any such confidential information other than for the
                  purpose of managing or monitoring its investment in the
                  Company; and

         (C)      procure that any person to whom such confidential information
                  is disclosed by it complies with the restrictions set out in
                  this clause 26 as if such person were a party to this
                  agreement.

26.3     Permitted disclosure

         Notwithstanding the previous provisions of this clause 26, any party
         may disclose any such confidential information:-

         (A)      if and to the extent required by law or for the purpose of any
                  judicial proceedings;

         (B)      if and to the extent required by any securities exchange or
                  regulatory or governmental body to which that party is
                  subject, wherever situated, including (amongst other bodies)
                  the Financial Services Authority, the London Stock Exchange
                  plc or The Panel on Takeovers and Mergers, whether or not the
                  requirement for information has the force of law;
         (C)      to its professional advisers, auditors and bankers; or

         (D)      if and to the extent the information has come into the public
                  domain through no fault of that party.

         The parties agree that, notwithstanding any provision to the contrary
         in the Regus Brand Agreement and/or the Services Agreement, each of
         them shall procure that the parties to the Regus Brand Agreement and
         the Services Agreement shall not be bound by the confidentiality
         provisions of those agreements to the extent that they make disclosure
         of information referred to in clause 26.1 for a purpose referred to in
         clause 26.2(A)(ii).

                                       36


<PAGE>

26.4     Duration of obligations

         The restrictions contained in this clause 26 shall continue to apply to
         each party (including any Shareholder who has ceased to hold Shares)
         without limit in time.

27.      ANNOUNCEMENTS

27.1     Restriction on announcements

         No announcement concerning this agreement or the business or assets of
         the Company shall be made by any party without the prior written
         approval of RML and the Purchaser, such approval not to be unreasonably
         withheld or delayed.

27.2     Permitted announcements

         Notwithstanding the previous provisions of this clause 27; any party
         may, whenever practicable after consultation with the other parties,
         make an announcement concerning this agreement or the business or
         assets of the Company if required by:

         (A)      law; or

         (B)      any securities exchange or regulatory or governmental body to
                  which that party is subject, wherever situated, including
                  (amongst other bodies) the Financial Services Authority, the
                  London Stock Exchange plc or The Panel on Takeovers and
                  Mergers, whether or not the requirement has the force of law.

27.3     Duration of restrictions

         The restrictions contained in this clause 27 shall continue to apply to
         each party (including any Shareholder who has ceased to hold Shares)
         without limit in time.

28.      TERMINATION

         This agreement shall terminate immediately (except for those provisions
         expressly stated to continue beyond termination of this agreement) and
         without prejudice to any rights or liabilities arising under this
         agreement prior to such termination:-

         (A)      if the Shares are listed on, or dealings in the Shares
                  commence in, a securities market;

         (B)      if only one Shareholder (together with members of its Group)
                  remains holding Shares;

         (C)      if no Shares are held by any Shareholder or members of their
                  respective Groups;

         (D)      in respect of the rights and obligations of any Shareholder if
                  it and all members of its Group cease to hold any Shares and
                  each person to whom Shares have been transferred by that
                  Shareholder and members of its Group has entered into a Deed
                  of Adherence in the form set out in schedule 1.

                                       36



<PAGE>

29.      ASSIGNMENT

         This agreement shall be binding on and enure for the benefit of each
         party's successors in title. No party shall assign, or declare any
         trust in favour of a third party over, all or any part of the benefit
         of, or its rights or benefits under, this agreement.

30.      CONSORTIUM RELIEF

30.1     If in any Accounting Period, the Company or any member of the same
         group as the Company (in this clause, "the Group") has trading losses
         or other amounts available for surrender by way of Consortium Relief,
         the Company or that member of the UK's Group shall not surrender any
         such losses or other amounts to any Member of the Consortium or a
         member of the same Group as a member of the Consortium by way of
         Consortium Relief except such losses or other amounts, and on such
         terms, as may be agreed in writing by all Members of the Consortium for
         the time being.

30.2     If in any Accounting Period of the Company, a company (the
         "Surrenderer") has trading losses or other amounts available for
         surrender by way of Consortium Relief (a "Surrenderable Amount") which
         it wishes and is able to surrender to the Company or a member of the
         same Group as the Company (the "Claimant") then the Claimant shall
         claim Consortium Relief from the Surrenderer to such extent as will
         enable the Surrenderer to surrender its Maximum Surrenderable Amount
         (which in relation to each Surrenderer is the whole of its
         Surrenderable Amount or, if less, so much of its Surrenderable Amount
         as may validly be surrendered to the Claimant by the Surrenderer
         pursuant to Section 403C ICTA) and the Surrenderer shall duly make
         Consortium Relief surrenders corresponding to the aforesaid Consortium
         Relief claims and each of the Parties agrees to consent to any such
         claim, notify such consent to the Inspector of Taxes and take all other
         steps necessary to give full effect to such surrender;

30.3     Where in any Accounting Period a Claimant is Regus Business Centres
         (UK) Limited ("RBC") and it accepts a surrender of trading losses or
         other amounts available for surrender by way of group relief or
         Consortium Relief from Park Business Centres Limited pursuant to the
         shareholders' agreement relating to the affairs of that company dated 4
         August 1999 and made between Arlington Securities (1998) Limited, Regus
         Business Centres (UK) Limited, Arlington Securities plc, Regus Business
         Centres plc and Park Business Centres Limited, the amount so
         surrendered by Park Business Centres Limited to RBC shall be deemed for
         the purposes of this clause to have been made to the maximum possible
         extent by members of the Consortium other than the Purchaser so as to
         preserve the Maximum Surrenderable Amount of the Purchaser. The
         Consortium Members other than the Purchaser shall procure that RBC does
         not accept such surrenders if to do so would prejudice the Maximum
         Surrenderable Amount of the Purchaser unless RBC is contractually
         obliged to do so.

30.4     Where an amount is actually (as opposed to deemed to be surrendered
         pursuant to clause 30.3) surrendered by a Surrenderer to the Claimant
         by way of Consortium Relief pursuant to clause 30.2 above the Claimant
         shall pay to the Surrender by way of consideration for the Surrender an
         amount equal to the amount of corporation tax from which the Claimant
         is relieved by virtue of the surrender being validly and effectively
         made such payment to be made as soon as the Claimant obtains such
         relief;

                                       37



<PAGE>

30.5     If, once a surrender has been made to a Claimant under clause 30.2
         above, it is finally determined that the Claimant's liability to
         corporation tax for the Accounting Period in question is such that it
         cannot fully utilise the amount surrendered to it, then the Surrenderer
         of that amount shall repay to the Claimant so much of the amount paid
         to it as consideration for the surrender under clause 30.4 above as
         represents the unusable portion of the amount surrendered (and if there
         is more than one Surrenderer then the amount which each is to repay
         shall be apportioned between them in proportion to the amount actually
         received by them pursuant to clause 30.4); and

30.6     If, once a surrender has been made to a Claimant under clause 30.2
         above, it is finally determined that the amount available to the
         Surrenderer to surrender by way of Consortium Relief is less than the
         amount purported to have been surrendered by it under clause 30.2 and
         for which it has been paid under clause 30.4 then the Surrender shall
         repay to the Claimant so much of the consideration paid to it under
         clause 30.4 as represents the amount paid for that part of the
         Surrenderable Amount which it is no longer able to validly surrender by
         way of Consortium Relief.

30.7     For the purposes of this clause 30, "Consortium Relief" means group
         relief by way of a consortium claim within the meaning of section
         402(3) of the Income and Corporation Taxes Act 1988 ("ICTA") and
         "Member of the Consortium" is a reference to one of the companies
         between them which own three-quarters or more of the ordinary share
         capital of the Company within the meaning of section 413(6).


31.      ENTIRE AGREEMENT

31.1     Whole and only agreement

         This agreement constitutes the whole and only agreement between the
         parties relating to the management and ownership of the Company and
         matters incidental thereto, provided that this agreement is without
         prejudice to the provisions of the [Share Purchase Agreement, Services
         Agreement and Regus Brand Agreement.

31.2     Variation

         This agreement may only be varied in writing signed by each of the
         parties.

31.3     Conflict with Articles of Association

         In the event of any ambiguity or discrepancy between the provisions of
         this agreement and the Articles of Association, the provisions of this
         agreement shall prevail as between the Shareholders for so long as this
         agreement remains in force. Each of the Shareholders shall exercise all
         voting and other rights and powers available to it so as to give effect
         to the provisions of this agreement and, if necessary, to procure (so
         far as it is able to do so) any required amendment to the Articles of
         Association.

                                       38


<PAGE>

32.      NOTICES

32.1     Notices to be in writing

         A notice under this agreement shall only be effective if it is in
         writing.

32.2     Addresses

         Notices under this agreement shall be sent to a party at its address or
         number and for the attention of the individual set out below:

<TABLE>
<S>     <C>                                       <C>                                   <C>
         Party and title of individual            Address                           Facsimile no.
         -----------------------------            -------                           -------------
         Rex 2002 Limited                         20 Bedfordbury,                   020 7240 9594
                                                  London,
                                                  WC2N 4BL

                                                  20 Bedfordbury,
         with a copy to Alchemy Partners LLP      London,                           020 7240 9594
                                                  WC2N 4BL

         Regus Management Limited                 3000 Hillswood Drive,             01932 895 263
                                                  Hillswood Business Park,
         Attention: Company Secretary             Chertsey, Surrey
                                                  KT16 0RS

         Regus Business Centre BV                 c/- Regus Management
                                                  Limited
                                                  3000 Hillswood Drive
                                                  Hillswood Business Park,
                                                  Chertsey, Surrey KT16 0RS

         Regus PLC                                3000 Hillswood Drive,
                                                  Hillswood Business Park,          01932 895 263
         Attention: Company Secretary             Chertsey, Surrey KT16 0RS

         Regus Holdings (UK) Limited              3000 Hillswood Drive,             01932 895 263
                                                  Hillswood Business Park,
                                                  Chertsey, Surrey KT16 0RS
</TABLE>

         Provided that a party may change its notice details on giving notice to
         the other parties of the change in accordance with this clause 32.

32.3     Receipt of Notices

         (A)      Any notice given under this agreement shall, in the absence of
                  earlier receipt, be deemed to have been duly given as follows:

                  (i)      if delivered personally, on delivery;

                  (ii)     if sent by first class inland post, two clear
                           Business Days after the date of posting;

                                       39


<PAGE>

                  (iii)    if sent by airmail, six clear Business Days after
                           the date of posting;

                  (iv)     if sent by telex, when despatched provided the
                           intended recipient's answerback appears correctly
                           at the start and end of the sender's telex; and

                  (v)      if sent by facsimile on the date it is sent provided
                           a confirmation of successful transmission is
                           produced by the sending fax machine.

         (B)      Any notice given under this agreement outside Working Hours in
                  the place to which it is addressed shall be deemed not to have
                  been given until the start of the next period of Working Hours
                  in such place.

33.      REMEDIES AND WAIVERS

33.1     Delay or omission

         No delay or omission by any party to this agreement in exercising any
         right, power or remedy provided by law or under this agreement shall:

         (A)      affect that right, power or remedy; or

         (B)      operate as a waiver of it.

33.2     Single or partial exercise

         The single or partial exercise of any right, power or remedy provided
         by law or under this agreement shall not preclude any other or further
         exercise of it or the exercise of any other right, power or remedy.

33.3     Cumulative rights

         The rights, powers and remedies provided in this agreement are
         cumulative and not exclusive of any rights, powers and remedies
         provided by law.

33.4     Damages not an adequate remedy

         Notwithstanding any express remedies provided under this agreement and
         without prejudice to any other right or remedy which any party may
         have, each party acknowledges and agrees that damages alone may not be
         an adequate remedy for any breach by it of the provisions of this
         agreement, so that in the event of a breach or anticipated breach of
         such provisions, the remedies of injunction and/or an order for
         specific performance would in appropriate circumstances be available.

34.      NO PARTNERSHIP

         Nothing in this agreement and no action taken by the parties under this
         agreement shall constitute a partnership, association or other
         co-operative entity between any of the parties or constitute any party
         the agent of any other party for any purpose.

                                       40


<PAGE>

35.      COSTS AND EXPENSES

         Each party shall pay its own costs and expenses in relation to the
         negotiation, preparation, execution and carrying into effect of this
         agreement.

36.      COUNTERPARTS

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

37.      CHOICE OF GOVERNING LAW AND SUBMISSION TO JURISDICTION

         This agreement is to be governed by and construed in accordance with
         English law. Each of the parties hereby submits to the exclusive
         jurisdiction of the Courts of England and Wales in connection with any
         claim, dispute or matter arising out of or relating to this agreement.

38.      AGENT FOR SERVICE OF PROCESS

         BV irrevocably appoints RML to be its agent for the receipt of Service
         Documents and all notices under this agreement. BV agrees that any
         Service Document may be effectively served on it in connection with any
         proceedings in England and Wales by service on its agent effected in
         any manner permitted by the Civil Procedure Rules. For the purpose of
         this clause 39. "Service Document" means a claim form, application
         notice, order or judgement.

39.      THIRD PARTY RIGHTS

         The parties to this agreement do not intend that any term of this
         agreement (with the exception of clauses 25.1 and 25.2 should be
         enforceable, by virtue of the Contracts (Rights of Third Parties) Act
         1999, by any person who is not a party to this agreement.

IN WITNESS of which this agreement has been executed and delivered as a deed on
the date which first appears on page 1 of this agreement.



Executed as a deed by                )      Martin Bolland
REX 2002 LIMITED acting by a         )      Director
director and a director/secretary    )
                                     )      ............................
                                            Director Secretary


                                       41

<PAGE>

Executed as a deed by                )      Mark Dixon
REGUS MANAGEMENT LIMITED acting by   )      Director
a director and a director/secretary  )
                                     )      Rudy Lobo
                                            Director Secretary



Executed as a deed by                )      Mark Dixon
REGUS BUSINESS CENTRE BV acting by   )      Director
a director and a director/secretary  )
                                     )      Rudy Lobo
                                            Director Secretary



Executed as a deed by                )      Mark Dixon
REGUS PLC acting by a director and   )      Director
a director/secretary                 )
                                     )      Rudy Lobo
                                            Director Secretary

Executed as a deed by                )      Stephen Stamp
REGUS HOLDINGS UK LIMITED acting     )      Director
by a director and a                  )
director/secretary                   )      Tim Regan
                                            Director Secretary


                                       42

<PAGE>




CONFORMED COPY
--------------

                             DATED 30 December 2002



                                REX 2002 LIMITED

                                       and

                            REGUS MANAGEMENT LIMITED

                                       and

                            REGUS BUSINESS CENTRE BV

                                       and

                                    REGUS PLC

                                       and

                           REGUS HOLDINGS (UK) LIMITED


                         ------------------------------

                             SHAREHOLDERS AGREEMENT

                         ------------------------------



                                Slaughter and May
                                 One Bunhill Row
                                 London EC1Y 8YY
                                    (AGR/TPB)

                                  CD031830043
<PAGE>


                                    CONTENTS

                                                                            Page

1.       DEFINITIONS AND INTERPRETATION                                        1

2.       BUSINESS OF THE COMPANY                                               7

3.       MANAGEMENT AND MANAGEMENT APPOINTMENTS                                7

4.       THE OPERATIONAL COMMITTEE                                             9

5.       PROCEEDINGS OF THE BOARD                                              9

6.       ACCESS TO INFORMATION AND ACCOUNTS                                   11

7.       BUSINESS PLANS                                                       12

8.       DIVIDEND POLICY                                                      13

9.       RESERVED MATTERS                                                     13

10.      DEADLOCK RESOLUTION                                                  16

11.      ISSUE OF SHARES                                                      17

12.      RESTRICTIONS ON DEALING WITH SHARES                                  17

13.      PERMITTED TRANSFERS                                                  17

14.      PRE-EMPTION RIGHTS                                                   18

15.      TAG ALONG RIGHT                                                      22

16.      DRAG ALONG RIGHT                                                     23

17.      TRANSFER OF SHARES ON DEFAULT                                        24

18.      INELIGIBLE PERSONS                                                   28

19.      COMPLETION OF SHARE TRANSFERS                                        28

20.      CONSENT TO TRANSFER FOR THE PURPOSES OF THE ARTICLES                 30

21.      EFFECT OF DEED OF ADHERENCE                                          30

22.      PRESCRIBED VALUE                                                     30

23.      SHAREHOLDER UNDERTAKINGS                                             30

24.      UNDERTAKINGS BY THE COMPANY                                          31

25.      PROTECTIVE COVENANTS                                                 31

26.      CONFIDENTIALITY                                                      34

27.      ANNOUNCEMENTS                                                        36

28.      TERMINATION                                                          36

29.      ASSIGNMENT                                                           37

30.      CONSORTIUM RELIEF                                                    37

31.      ENTIRE AGREEMENT                                                     38

32.      NOTICES                                                              38

33.      REMEDIES AND WAIVERS                                                 40

34.      NO PARTNERSHIP                                                       40

35.      COSTS AND EXPENSES                                                   41

36.      COUNTERPARTS                                                         41

37.      CHOICE OF GOVERNING LAW AND SUBMISSION TO JURISDICTION               41

38.      AGENT FOR SERVICE OF PROCESS                                         41

39.      THIRD PARTY RIGHTS                                                   41