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                                                                   Exhibit 10.17

                             Dated October 20, 1999

               PIONEER POLSKI FUNDUSZ NIERUCHOMOSCI SPOLKA AKCYJNA

                                       and

                        FUNDACJA NA RZECZ NAUKI POLSKIEJ

                                       and

                                T.O.N. AGRO S.A.

                                       and

                         VIENNA LEAS INTERNATIONAL S.A.

                                       and

              PIONEER REAL ESTATE ADVISORS POLAND SP. Z O.O. & CO.
                               SPOLKA KOMANDYTOWA

                                       and

        PIONEER PIERWSZE POLSKIE TOWARZYSTWO FUNDUSZY INWESTYCYJNYCH S.A.

                                       and

                       PIONEER REAL ESTATE ADVISORS, INC.

                                       and

                              CADIM SERVOTECH B.V.

                                       and

                EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

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

                    SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT

                                  in respect of

                    PIONEER POLSKI FUNDUSZ NIERUCHOMOSCI S.A.

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

                           CAMERON MCKENNA SP. Z O.O.
                             Warsaw Financial Center
                              ul. Emilii Plater 53
                                  00-113 Warsaw
                               T +48 (22) 520 5555
                               F +48 (22) 520 5556


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            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT                Page 2 of 40
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THIS AGREEMENT is made the 20th day of October, 1999

BETWEEN

1.    PIONEER POLSKI FUNDUSZ NIERUCHOMOSCI S.A. a joint stock company with its
      seat in Warsaw, Poland, at Plac Trzech Krzyzy 8, represented by Ms. Alicja
      Malecka-Salomon as Vice-President of the Management Board and Mr. Amos J.
      Rogers III as a member of the Board of Management, as reflected in the
      extract from the Commercial Register maintained at the District Court of
      Warsaw XVI Commercial Registry Division under no. RHB 50 879 attached as
      Exhibit 1 to this Agreement (the "FUND");

2.    FUNDACJA NA RZECZ NAUKI POLSKIEJ (the Foundation for Polish Science) with
      its seat in Warsaw, Poland, represented by Mr. Grzegorz Krawczyk,
      Vice-President of Board of Management of the Foundation and Mr. Jacek
      Kucinski, the proxy, as reflected in the extract from the Foundations
      Register maintained at the District Court of Warsaw, XVI Commercial
      Registry Division under no. RF 1057, attached as Exhibit 2 to this
      Agreement (the "FOUNDATION");

3.    TOWARZYSTWO OBROTU NIERUCHOMOSCIAMI AGRO S.A., a joint stock company with
      its seat in Warsaw, Poland, at Sielecka 22, 00-738 Warsaw represented by
      Mr. Krzysztof Golebiowski as a member of the Board of Management and by
      Ms. Anna Wrzecionko, procurist, as reflected in the extract from the
      Commercial Register maintained at the District Court of Warsaw, XVI
      Commercial Registry Division under no. RHB 51290 ("TON AGRO");

4.    VIENNA LEAS INTERNATIONAL S.A., a joint stock company with its seat in
      Gliwice, Poland, at Zwyciestwa 30, represented by Mr. Artur Firganek the
      President of Board of Management as reflected in the extract from the
      Commercial Register maintained at the District Court of Katowice, VIII
      Commercial Registry Division under no. RHB 14736 ("VLI");

5.    PIONEER REAL ESTATE ADVISORS POLAND SP. Z O.O I SPOLKA, a limited
      partnership with its seat in Warsaw, Poland, at P1. Trzech Krzyzy 8,
      00-499 Warsaw, duly represented by Mr. Gren Carr Jones as a member of the
      Management Board of Pioneer Real Estate Advisors Poland Sp. z o.o.,
      (General Partner), as reflected in the extract from the Commercial
      Register maintained at the District Court of Warsaw, XVI Commercial
      Registry Division under no. RHA 376 (the "LIMITED PARTNERSHIP");

6.    PIONEER PIERWSZE POLSKIE TOWARZYSTWO FUNDUSZY INWESTYCYJNYCH S.A., a joint
      stock company with its seat in Warsaw, Poland, at Stawki 2, 29th floor,
      represented by Ms. Alicja Malecka-Salomon President of the Management
      Board, as reflected in the extract from the Commercial Register maintained
      at the District Court of Warsaw XVI Commercial Registry Division under no.
      RHB 31 499 attached as Exhibit 3 to this Agreement ("PIONEER INVESTMENT
      FUND");

7.    PIONEER REAL ESTATE ADVISORS, INC. with its seat in Boston, 60 State
      Street, MA 02109, the United States of America represented by Mrs.
      Malgorzata Pietrzak-Paciorek, Attorney-at-Law, the proxy ("PIONEER");

8.    CADIM SERVOTECH B.V., a limited liability company incorporated under the
      laws of the Kingdom of the Netherlands with its seat in Amsterdam, the
      Netherlands, represented by Mr. Pierre Gamache, as a member of the
      Management Board ("SERVOTECH");

9.    THE EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT, an international
      financial institution established by an international treaty with its seat
      in London, England, represented by Ms. Jolanta Gabriel, the proxy
      ("EBRD");

      hereinafter collectively referred to as the "PARTIES", or individually as
      the "PARTY".


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      Extracts from the Commercial Register of Parties 3 to 5, 8,a Certificate
      of Incumbency of Party 7 and a Certificate from the Deputy Secretary
      General of Party 9 are attached hereto as Exhibit 4.

RECITALS

A.    The Fund is an investment company established as a private Polish joint
      stock company for the purpose of investing directly or indirectly in
      commercial real estate properties (and equity interests therein) in the
      Republic of Poland and managing its real estate in the Republic of Poland.

B.    Pioneer, the Foundation, EBRD, Servotech, TON Agro, VLI and the Limited
      Partnership, have agreed to subscribe for Shares in the Fund and to
      undertake certain commitments and to regulate their rights in relation to
      the Fund in the manner hereinafter described, and have agreed together
      with Pioneer Investment Fund that the subscription and shareholders'
      agreement (the "EXISTING AGREEMENT") dated the 11th day of April 1997
      between Pioneer, the Foundation (together hereinafter referred as the
      "EXISTING SUBSCRIBERS"), Handlowy Inwestycje Sp. Z O.O. ("HANDLOWY
      INWESTYCJE"), Towarzystwo Inwestycyjne DOLMEL ("DOLMEL") and Pioneer
      Pierwsze Polskie Towarzystwo Funduszy Powierniczych S.A. (currently
      Pioneer Investment Fund) should be amended and restated as follows:

NOW THE PARTIES HEREBY AGREE AS FOLLOWS:

1.    DEFINITIONS

      In this Agreement:-

      1.1.  "ACCOUNT" means the bank account of the Fund as notified to the
            Shareholders from time to time by the Board of Management of the
            Fund;

      1.2.  "AFFILIATE" means, with respect to any Person, any other Person
            directly or indirectly controlling, controlled by or under common
            control with such Person. For the purposes of this Agreement,
            "control" shall mean the ability to direct the activities of the
            controlled Person by lawful means;

      1.3.  "BUSINESS" means the business of the Fund as described in Article 6
            of the Statute;

      1.4.  "BUSINESS DAY" means a day which is not a Saturday, a Sunday or a
            public holiday in the Republic of Poland, in London (England), in
            New York (New York, the United States of America) and in Montreal
            (Canada);

      1.5.  "CLASS A SHARES" means registered ordinary Class A Shares of the
            Fund with a nominal value of one hundred zlotys (100 PLN) each;

      1.6.  "CLASS B SHARES" means registered ordinary Class B Shares of the
            Fund with a nominal value of one hundred zlotys (100 PLN) each;

      1.7.  "CLASS C SHARES" means registered ordinary Class C Shares of the
            Fund with a nominal value of one hundred zlotys (100 PLN) each;

      1.8.  "CLASS D SHARES" means registered ordinary Class D Shares of the
            Fund with a nominal value of one hundred zlotys (100 PLN) each;

      1.9.  "EXCHANGE RATE" means the average ("SREDNI") National Bank of Poland
            rate of exchange for the United States Dollar on the last Business
            Day of the month


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            preceding the month in which any conversion of Polish zlotys to
            United States Dollars, or vice versa, is to be calculated pursuant
            hereto, or (if the conversion is to be made or referred to in
            documents for consideration at a General Meeting of Shareholders of
            the Fund) on the last Business Day of the month preceding the month
            in which the announcement calling the Shareholders' Meeting is
            submitted for publishing;

      1.10. "FUND DOCUMENTS" shall mean the Statute of the Fund, this
            Subscription and Shareholders' Agreement, the Investment Advisory
            Agreement, the Pioneer Group Letter Agreement, Strategic Advisory
            Agreement and Umbrella Service Agreement;

      1.11. "INVESTMENT ADVISOR" means Pioneer Real Estate Advisors Poland Sp. z
            o.o., a Polish limited liability company wholly-owned by the
            Strategic Advisor;

      1.12. "PERSON" means and includes (i) an individual, (ii) a legal entity,
            organisation, partnership, registered partnership or limited
            partnership, and (iii) the State Treasury or a local authority
            ("Governmental Authority") or any department or agency thereof;

      1.13. "PORTFOLIO" means all such properties and/or companies ("PORTFOLIO
            COMPANIES") (including without limitation land and buildings and
            other facilities and improvements, agreements rights and interests
            relating thereto) as the Fund owns or shall own in the Republic of
            Poland during the term of this Agreement ("TERM") References to the
            Portfolio in this Agreement shall (where the context so requires)
            include references to individual properties comprised therein or
            held by Portfolio Companies from time to time and to part or parts
            thereof;

      1.14. "SHARES" means Class A Shares and/or Class B Shares and/or Class C
            Shares and/or Class D Shares of the Fund;

      1.15. "SHAREHOLDER" means a shareholder holding Shares and the expression
            the "SHAREHOLDERS" shall be construed accordingly;

      1.16. "STATUTE" means the Statute of the Fund in the agreed form attached
            hereto as Exhibit 5, to be adopted by resolution of the General
            Meeting of Shareholders of the Fund;

      1.17. "STRATEGIC ADVISOR" means Pioneer;

      1.18. "SUBSCRIPTION" means the subscription for Shares and the payment of
            the Subscription Price for the Subscribed Shares to the Account;

      1.19. "SUBSCRIBED SHARES" means Shares held by Shareholders from time to
            time;

      1.20. "SUBSCRIBERS" means Pioneer, the Foundation, EBRD, Servotech, TON
            Agro, VLI, the Limited Partnership and any other Persons which shall
            accede to this Agreement and subscribe for Class A Shares, Class B
            Shares, Class C Shares or Class D Shares in accordance with the
            terms of this Agreement, each individually referred to as a
            "SUBSCRIBER";

      1.21. "SUBSCRIPTION PRICE" means the price paid by each of the Subscribers
            for each Share in Polish zlotys (PLN), being the greater of (a) the
            equivalent calculated (according to the Exchange Rate) of
            twenty-eight United States Dollars and eighty-eight cents ($28.88
            US), or (b) one hundred zlotys (100 PLN);

      1.22. "ZLOTY" or "PLN" means the lawful currency of the Republic of
            Poland;



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      1.23. References to the "EXISTING SUBSCRIBERS" shall, where the context so
            requires, be interpreted as referring to successors in title thereof
            or permitted assignees;

      1.24. Capitalised terms not defined otherwise herein shall have the
            meaning ascribed to them in the Statute.

2.    INVESTMENT OBJECTIVES

      The Fund will seek long-term capital appreciation by investing directly
      and indirectly in equity interests in commercial real estate properties in
      the Republic of Poland. The Fund will invest in commercial real estate by
      direct ownership of interests in real property and through equity and
      quasi-equity investments in Portfolio Companies which have limited
      liability and have been established for the purpose of acquiring,
      developing, renovating, reconstructing, owning and/or managing real estate
      property in the Republic of Poland.

3.    SUBSCRIPTIONS COMMITTED UNDER THIS AGREEMENT

      Pursuant to the provisions of this Agreement and in accordance with the
      Exchange Rate as described in Clause 1.9 of this Agreement:

      3.1.  The Foundation shall subscribe for Class A Shares of consecutive
            issues of a total value equivalent to one million United States
            Dollars ($1,000,000 US);

      3.2.  TON Agro shall subscribe for Class A Shares of consecutive issues in
            the aggregate being of a total value equivalent to five hundred
            thousand United States Dollars ($ 500,000 US);

      3.3.  VLI shall subscribe for Class A Shares of consecutive issues of a
            total value equivalent to one million United States Dollars
            ($1,000,000 US);

      3.4.  The Limited Partnership shall subscribe for Class A Shares of
            consecutive issues in the aggregate being of a total value
            equivalent to three hundred thousand United States Dollars ($300,000
            US);

      3.5.  Pioneer shall subscribe for Class B Shares of consecutive issues of
            a total value equivalent to five million seven hundred thousand
            United States Dollars ($5,700,000 US);

      3.6.  Servotech shall subscribe for Class C Shares of consecutive issues
            of a total value equivalent to fifteen million United States Dollars
            ($15,000,000 US);

      3.7.  EBRD shall subscribe for Class D Shares of consecutive issues of a
            total value equivalent to ten million United States Dollars
            ($10,000,000 US);

      3.8.  To date, the following Subscribers have paid up the following
            portion of their commitment:

            3.8.1.    Pioneer - 4.13% of their total commitment (together with
                      Class B shares and 5129 Class A shares), amounting to two
                      hundred thirty five thousand six hundred and sixty United
                      States Dollars ($235,660 US);

            3.8.2.    The Foundation - 22.69% of its total commitment, amounting
                      to two hundred twenty six thousand nine hundred and
                      thirty-nine United States Dollars ($226,939 US);

4.    EBRD will have the right to cancel its obligation to subscribe and to pay
      for additional Shares in the Fund hereunder in the event that the access
      of the Republic of Poland to EBRD resources has been suspended under
      Article 8, paragraph 3 of the Agreement Establishing the European Bank for
      Reconstruction and Development. Other Shareholders shall have the right to
      cancel their obligations to subscribe and to pay for
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      additional Shares in the Fund hereunder in the event that EBRD exercises
      its right under this Clause proportionally to percentage of overall
      commitment cancelled by EBRD.

5.    RIGHT TO CANCEL THE SUBSCRIPTION

      5.1.  Each Shareholder subscribing for Shares under this Agreement may, by
            notice to the Fund, cancel its unperformed obligations to subscribe
            and pay for any of the Shares for which it has hereby agreed to
            subscribe and/or call for redemption of shares it already holds, if
            any of the representations or warranties made or confirmed by the
            Fund under this Agreement shall be found to have been incorrect or
            misleading as at the date of signature of this Agreement to such an
            extent that a reasonable investor would have been deterred from so
            subscribing had s/he been aware of the true and complete facts. The
            above cancellation may be exercised within seven (7) days from the
            date when the Shareholder first has written notice of such breach of
            representation or warranty, and has given written notification
            thereof to the Fund. In such case, provided that the notice in
            question is either not disputed (or is the subject of a frivolous
            dispute), or has been confirmed by arbitration under this Agreement,
            the Shareholders shall vote for any redemption of shares at their
            issue price, necessary to comply with the notice, or for liquidation
            of the Fund as proposed by such Shareholder. Where any Shareholder
            does not vote in compliance with its obligations under this clause
            5.1 and such breach results in failure of the resolution for
            redemption or liquidation (as the case may be) to pass with the
            required majority, that Shareholder (and if more than one each of
            them jointly and severally) shall be liable to the Shareholder/s
            executing the right to cancel subscription in damages for such
            breach.

      5.2.  The obligation of each Shareholder in respect of each and every new
            subscription of Class A Shares, Class B Shares, Class C Shares or
            Class D Shares shall be subject to the Fund and Pioneer confirming
            in writing that their representations and warranties set out in
            sub-clauses 8.3.1 and 8.3.5 below are true and correct.

      5.3.  Each Shareholder subscribing for Shares under this Agreement may, by
            notice to the Fund, cancel its unperformed obligations to subscribe
            and pay for any of the Shares for which it has hereby agreed to
            subscribe if it is unable to do so as a result of any change, after
            the date of this Agreement, in any law, rule or regulation of any
            federal or state authority of the jurisdiction to which such
            Shareholder is subject.

6.    SURPLUS OVER NOMINAL VALUE

      Any Part of the Subscription Price being, by virtue of the effects of
      currency conversions, a surplus over the nominal value of the relevant
      share(s) shall be booked on the reserve fund of the Fund.

7.    NEW SUBSCRIBERS

      7.1.  Within nine (9) months following the date hereof other Persons to
            which Pioneer has made or will make such a proposal may accede to
            this Agreement and become Subscribers according to the terms thereof
            ("NEW SUBSCRIBERS"). After the above period no new Persons will be
            entitled to accede to this Agreement.

      7.2.  All the Parties may, but are under no obligation to, grant to Mr.
            Amos J. Rogers III, Mr. Gren Carr Jones and Malgorzata
            Pietrzak-Paciorek, attorney at law (the "PROXIES") an irrevocable
            power of attorney, in the form in accordance with that set out in
            Exhibit 6 hereto, to sign on their behalf an accession agreement in
            form and substance in accordance with that set out in Exhibit 7 (the
            "ACCESSION



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           AGREEMENT") hereto with each New Subscriber. Each of the Proxies
           shall be authorised to act individually.

      7.3. The accession of any New Subscriber to this Agreement becomes binding
           upon the Parties to this Agreement on the date of the execution of
           the Accession Agreement, whether directly, or pursuant to the
           aforementioned power of attorney. Notwithstanding anything to the
           contrary in the Agreement or any other agreement, the Subscribers
           will be under no obligation to execute the Accession Agreement with a
           New Subscriber or to vote in favour of the issue of Shares to a New
           Subscriber, if sufficient and reasonable evidence of the due
           financial capacity and good reputation of the potential New
           Subscribers is not provided to the Subscribers.

8.    REPRESENTATIONS

      8.1.  As of the date of this Agreement:

            8.1.1.    Pioneer holds:

                      8.1.1.1. thirty one (31) Class C Shares numbered from
                               00001 to 00031 (which will be converted into
                               Class B Shares numbered 03001 to 03031) with a
                               nominal value of one hundred zlotys (100 PLN)
                               each and with a total value of three thousand and
                               one hundred zlotys (3,100 PLN) subscribed for in
                               cash;

                      8.1.1.2. four thousand three hundred and twenty-nine
                               (4,329) Class A Shares (formerly held by Dolmel
                               numbered from 23,659 to 27,987, which will be
                               converted into Class B Shares numbered 03032 to
                               07360) with a nominal value of one hundred zlotys
                               (100 PLN) each and with a total value of four
                               hundred and thirty-two thousand, nine hundred
                               zlotys (432,900 PLN) subscribed for in cash;

                      8.1.1.3. eight hundred (800) Class A Shares (formerly held
                               by the Foundation) numbered from 22859 to 23658
                               with a nominal value of one hundred zlotys (100
                               PLN) each and with a total value of eighty
                               thousand zlotys (80,000 PLN) subscribed for in
                               cash;

            8.1.2.    Pioneer Investment Fund holds three thousand (3,000) Class
                      B Shares, numbered from 00001 to 03000, with a nominal
                      value of one hundred zlotys (100 PLN) each and with a
                      total value of three hundred thousand zlotys (300,000 PLN)
                      subscribed for in cash, which will be transferred to
                      Pioneer after execution of this Agreement and court
                      registration of the amended Statute and increase of the
                      share capital of the Fund (Pioneer Share consolidation);

            8.1.3.    The Foundation holds seven thousand eight hundreds fifty
                      eight (7,858) Class A Shares, numbered from 15001 to 22858
                      with a nominal of one hundred zlotys (100 PLN) each and
                      with a total value of seven hundred and eighty-five
                      thousand, eight hundred zlotys (785,800 PLN) subscribed
                      for in cash;

            8.1.4.    The Fund holds fifteen thousand (15,000) Class A Shares
                      (repurchased from Handlowy Inwestycje at par value)
                      numbered from 00001 to 15000, with a nominal value of one
                      hundred zlotys (100 PLN) each and with a total value of
                      one million, five hundred thousand zlotys (1,500,000 PLN),
                      which will be redeemed in accordance with Polish law and
                      the Statute, on



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                      the day the General Meeting of Shareholders' passes the
                      resolution on the first increase of the capital of the
                      Fund in accordance with this Agreement.

      8.2.  Each of the Subscribers represents, warrants and undertakes to each
            other and the Fund that it has taken all necessary action as
            required by law and its internal regulations enabling it to validly
            undertake and perform the obligations imposed on it under the terms
            of this Agreement and that performance of the provisions of this
            Agreement will not result in a breach of or constitute a default
            under any agreement, statute, law, regulation or other contractual
            restriction binding upon it.

      8.3.  The Fund and Pioneer each represent, warrant and covenant to the
            Subscribers making an equity commitment under this Agreement that:-

            8.3.1.    EXISTENCE AND POWER. The Fund is duly established,
                      organised and existing under the laws of the Republic of
                      Poland and has unlimited power and authority under its
                      Statute and the laws of the Republic of Poland to own and
                      operate its properties, to carry on its business, to
                      invest in real estate properties and limited liability
                      companies, joint stock companies, limited partnership and
                      others owning real estate properties and to execute,
                      deliver and perform this Agreement and each of the other
                      Fund Documents to which it is or will be party.

            8.3.2.    FINANCIAL CONDITION. As of the date hereof, the Fund has
                      no contingent obligation, or indebtedness of any kind, and
                      all sums contributed to date to the equity of the Fund are
                      held on the Fund's bank account, except for the sums spent
                      to cover administrations costs and expenses of the Fund
                      incurred in the ordinary course of business. The financial
                      situation of the Fund including the calculation of the
                      administrative costs of the Fund is attached as Exhibit 8
                      to this Agreement.

            8.3.3.    HOLDINGS. As of the date hereof, the Fund does not own or
                      otherwise control any voting stock of or have any
                      ownership interest in any Person.

            8.3.4.    LIENS. The Fund does not have outstanding, nor is it
                      contractually bound to create, any Lien on or with respect
                      to any of its assets, properties, rights or revenues.

            8.3.5.    TAXES AND REPORTS. All tax returns and reports required by
                      law to be filed in the Republic of Poland or abroad, and
                      each governmental subdivision thereof, have been duly
                      filed, and all taxes assessments, fees, and other
                      governmental charges due upon the Fund, or upon any of its
                      assets or income have been paid or adequately provided for
                      on the books of the Fund, save only for any minor
                      infractions due to administrative oversights which have
                      been or will be promptly cured upon discovery thereof.

            8.3.6.    DEFAULTS. Neither the Fund nor Pioneer is in breach of any
                      provision of any contract pertaining to the Fund to which
                      either the Fund or Pioneer is a party, which breach could
                      reasonably be expected adversely to influence an
                      investor's decision to invest in the Fund.

            8.3.7.    LITIGATION. No notice of any action, suit, other legal or
                      arbitral proceeding or investigation has been served upon
                      the Fund, nor (to the best knowledge of the Fund or
                      Pioneer) is pending by or before any domestic or foreign
                      court or governmental authority or in any arbitral or



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                      other forum or (to the best knowledge of the Fund and
                      Pioneer) is threatened against the Fund.

            8.3.8.    DISCLOSURE. All documents, reports and other written
                      information pertaining to the Fund and its proposed
                      operations (including, without limitation, this Agreement,
                      and the other Fund Documents) that have been furnished to
                      EBRD, Servotech and the other Subscribers making a
                      commitment under this Agreement are true and correct in
                      all material respects and do not contain any material
                      misstatement of fact or (to the best knowledge of the Fund
                      and Pioneer) omit to state a material fact necessary to
                      make the statements contained herein or therein not
                      misleading and accurate. For the avoidance of all doubt,
                      the provisions of this Clause shall not apply to, and
                      Shareholders shall not be entitled to rely upon, any
                      draft, unsigned, private placement memorandum which may
                      have been produced by the Fund, Pioneer or any of their
                      Associates from time to time.

      8.4.  The Fund and Pioneer acknowledge that the representations and
            warranties made or confirmed in this Agreement are made or confirmed
            with the intention of persuading EBRD, Servotech and the other
            Subscribers subscribing for Shares hereunder to enter into this
            Agreement and to subscribe and pay for the Shares for which they
            hereby agree to subscribe, and that EBRD, Servotech and the said
            other Subscribers have entered into this Agreement on the basis of
            and in full reliance on such representations and warranties.

9.    BUSINESS OF THE FUND

      Each of the Shareholders agrees to exercise its rights under this
      Agreement and as a Subscriber to and Shareholder of the Fund so as to
      ensure:

      9.1.  The realisation of the object of the Fund which shall be to carry on
            the Business, and;

      9.2.  That the Business shall be conducted in accordance with the
            investment guidelines ("INVESTMENT GUIDELINES") set out in Exhibit 9
            hereto, as amended or modified from time to time by the Supervisory
            Board of the Fund, good business practice and sound commercial
            principles.

10.   KEY PERSONNEL

      10.1. Mr. Stephen G. Kasnet shall be the President of the Fund's Board of
            Management, Mrs. Alicja Malecka-Salomon and Mr. Amos J. Rogers III
            shall be members of the Board of Management of the Fund. Gren Carr
            Jones shall be Managing Director of the Investment Advisor, and
            shall dedicate to the Fund the required percentage of his time
            (which shall be a minimum of eighty percent (80%). Any proposed
            changes in Key Personnel shall be notified in advance to the
            Investment Committee of the Fund, which shall approve appointments
            or replacements of Key Personnel before they become effective. Any
            such replacements shall dedicate the same amount of time to the Fund
            as required of the Key Personnel named above.

      10.2. The initial members of the Investment Committee shall be: Mr.
            Stephen G. Kasnet of Pioneer, Mr. Tim Norman of the EBRD, Mr. Pierre
            Gamache of Servotech, and a person to be jointly appointed by EBRD
            and Servotech.

11.   EXERCISE OF VOTING RIGHTS

      Each Subscriber agrees on its own behalf:



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      11.1. to exercise the voting rights available to it at the General Meeting
            of Shareholders of the Fund in relation to the Fund so as to give
            full effect to the terms and conditions of this Agreement and not to
            request a secret ballot;

      11.2. to vote on the issuance of bonds by the Fund on the terms and for
            the amounts presented by the Board of Management and approved by the
            Supervisory Board of the Fund from time to time;

      11.3. (provided such Subscriber is a Shareholder with a right to designate
            a member of the Supervisory Board):

            11.3.1.   to inform the Supervisory Board of the Fund of the
                      existence and identity (but not the commercial details) of
                      any direct investment in the Polish property sector which
                      is in the same general location and the same market sector
                      as the investment opportunities sought by the Fund and has
                      been approved by the said Shareholder or the relevant
                      corporate bodies thereof, which could create an
                      opportunity for conflicts of interest to arise, provided
                      however that the Shareholders acknowledge that TON Agro
                      and Servotech (either directly or through its Affiliates)
                      in their normal course of business are actively involved
                      in investing and selling real estates; and

            11.3.2.   (unless the other Shareholders agree otherwise), to cause
                      its designee (to the extent possible) to refrain from
                      participation in Fund decisions on projects with respect
                      to which such Shareholder has a conflict of interest.

      11.4. to vote on the dismissal of the President and members of the Board
            of Management only for "CAUSE". For the purpose of this section
            "CAUSE" shall mean:

            11.4.1.   a negligent act or a material breach, by the member of the
                      Board of Management (including the President), of the laws
                      of the Republic of Poland or of the provisions of this
                      Agreement, the Statute, the Investment Guidelines, or any
                      other legal documents regulating the conduct of members of
                      the Board of Management with respect to the operation of
                      the Fund, which is not promptly undertaken (using
                      reasonable endeavours) to be cured or is not cured within
                      45 (forty five) days of notice from the Supervisory Board
                      requiring that such breach be cured;

            11.4.2.   wilful misconduct or fraud by the member of the Board of
                      Management (including the President);

            11.4.3.   if, as at October 20, 2001, less than 1/3 (one third) of
                      the share capital of the Fund is invested pursuant to
                      Article 6(a) and/or (c) of the Statute;

            11.4.4.   if, as at October 20, 2002, less than 2/3 (two thirds) of
                      the share capital of the Fund are invested pursuant to
                      Article 6 (a) and/or (c) of the Statute.

            For the purpose of calculation of the invested Fund's capital in
            accordance with sections 11.4.3 and 11.4.4 above, funds to be
            invested by the Fund pursuant to legal, valid and binding agreements
            shall be deemed to be invested Fund's capital assuming that the
            first expense by the Fund in respect of such project shall take
            place within 12 (twelve) months from the execution of such an
            agreement.

            Notwithstanding the above none of the members of the Board of
            Management may be dismissed for reasons provided for in sections
            11.4.3 and 11.4.4 if the Fund



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            did not invest its share capital in amounts provided therein, due to
            a refusal to invest in projects presented by the Investment Advisor
            which were in compliance with the Investment Guidelines.

12.   INCREASE OF SHARE CAPITAL

      Each Subscriber agrees on its own behalf:-

      12.1. during the 36 months commencing on the date hereof (subject to an
            extension of 12 months, if so resolved by Shareholders representing
            more than three quarters (3/4) majority of the share capital of the
            Fund) ("INVESTMENT PERIOD"), at each General Meeting of Shareholders
            of the Fund called by the Board of Management of the Fund to vote in
            favour of an increase in the share capital of the Fund in an amount
            as described in the public announcement published by the Board of
            Management of the Fund and to subscribe for the number of new Shares
            as described in the public announcement published by the Board of
            Management of the Fund, as well as all Accession Agreements,
            provided that:

            12.1.1.   capitalisation of the Fund shall at no time exceed the
                      zloty equivalent of sixty million United States dollars
                      ($60,000,000 US) based on a share price of $28.88 per
                      Share (or the zloty equivalent thereof calculated by
                      reference to the Exchange Rate applicable on the date of
                      Subscription for each Share) and Servotech shall at all
                      times hold at least 25% of the share capital of the Fund;

            12.1.2.   the obligations of each Subscriber under this Clause shall
                      be capped at their respective amounts specified in Clause
                      3;

            12.1.3.   each Subscriber shall be obliged to subscribe for and
                      contribute the same percentage of its commitment as each
                      other Subscriber, provided that, due to the fact that the
                      Foundation has contributed 22.69% of its commitment set
                      out in Clause 3, it will not be obliged to subscribe for
                      new Shares in the Fund and make any contributions until
                      such time as the other Subscribers contribute to the Fund
                      22.69% of their respective commitments set out in Clause
                      3, provided that the funds contributed by the Foundation
                      are held on the bank account of the Fund or have been
                      invested;

            12.1.4.   nothing in this Agreement shall require any Subscriber who
                      has not already done so to make an initial subscription
                      ("FIRST SUBSCRIPTION") of more than five percent (5%) of
                      that Subscriber's total commitment pursuant to Clause 3 of
                      this Agreement. The First Subscription will be made by the
                      Subscribers within ten (10) Business Days from the date of
                      the resolution of the General Meeting of Shareholders on
                      the increase of the share capital of the Fund, in the
                      amount indicated in writing by the Management Board of the
                      Fund;

            12.1.5.   after the Subscribers have made their First Subscription,
                      the Fund shall not call for them to subscribe for new
                      Shares unless funds are actually required, or reasonably
                      foreseen to be required within three (3) months:

                      12.1.5.1. to fund investments duly approved by the
                                Investment Committee, or

                      12.1.5.2. to pay fees to the Investment Advisor (provided
                                always that the Fund shall not call for new
                                capital for this purpose more frequently than
                                every six months).


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           SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT                Page 12 of 40
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            12.1.6.   The Fund will provide the Shareholders a quarterly
                      estimate of the anticipated share capital increase of the
                      Fund.

            12.1.7.   For the purposes of this Agreement, the date of payment
                      for the Shares, is the date the Subscription Price is
                      entered in the Account.

      12.2. The share capital of the Fund shall be increased, in accordance with
            Clause 12.1 above, by the issue of ordinary registered Class A
            Shares, Class B Shares, Class C Shares and Class D Shares of
            consecutive issues, which shall (subject to Clause 3.9) be covered
            by cash contributions. Subject to 12.1.3 above, the Subscribers
            shall subscribe for the Shares and shall pay for them in full within
            not longer than fourteen (14) days from the date of receipt of
            certified copy of the resolution to increase the share capital of
            the Fund (except for the First Subscription as set out in 12.1.4
            above). Notwithstanding the above, but subject to Clause 17 below,
            in case of any default on the part of any Subscriber to subscribe
            and pay for the Shares issued to it hereunder, the remaining
            Subscribers are not allowed (subject to Clause 5.3 above) to reduce
            their contribution and shall subscribe for all Shares issued to
            them;

      12.3. in the event New Subscribers accede to this Agreement pursuant to
            Clause 7 within the period specified in Clause 7.1, to waive all of
            the pre-emptive rights to which they are entitled in respect of the
            newly issued Shares to be subscribed for by the New Subscribers.
            This obligation shall expire within nine (9) months of the date
            hereof. The New Subscribers shall subscribe and pay in full a
            prorata share of their commitment equal to the portion already
            subscribed and paid up by the Subscribers within a period not longer
            than fourteen (14) days from the date of the resolution to increase
            the share capital of the Fund, pursuant to the resolution of
            Shareholders.

      12.4. When all Shareholders will have contributed twenty-five percent
            (25%) of their respective commitments to the Fund as set out in
            Clause 3 of this Agreement, each of them may vote at the next
            General Meeting of Shareholders of the Fund, called by the Board of
            Management of the Fund:

            12.4.1.   to amend Article 7 of the Statute in order to carry out
                      the split of all Shares of the Fund in such a manner that
                      each Share of a nominal value of one hundred zlotys (100
                      PLN) issued prior to that resolution will be split into
                      ten (10) new Shares of the same Class of a nominal value
                      of ten zlotys (10 PLN);

            12.4.2.   to authorize the Board of Management of the Fund within
                      three (3) months from the date of that resolution to carry
                      out the replacement of all existing Shares with such new
                      Shares and, in particular, to call upon all Shareholders
                      to deliver their Shares to the Board of Management for
                      that purpose;

            12.4.3.   to add point 5 to Article 7 of the Statute to read as
                      follows:

                      "For the purpose of this provision a dollar equivalent of
                      nominal value of Shares owned by each Shareholder shall be
                      calculated on the basis that:

                      - for Shares issued prior to [date of the resolution]
                        i.e. Class A Shares of the issue [], Class B Shares of
                        the issue [], Class C Shares of the issue [], and Class
                        D Shares of the issue [], every one hundred zlotys (100
                        PLN) of the nominal value of such Shares shall be
                        treated as equal to twenty-eight United States dollars
                        and eighty-eight cents ($28.88 US);

                      - for Shares issued after [date of the resolution] each
                        ten zlotys (10 PLN) of the nominal value of such Shares
                        shall be treated as equal to twenty-eight United States
                        dollars and eighty-eight cents ($28.88 US)."


<PAGE>   13

           SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT                Page 13 of 40
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            The change of the structure of the share capital of the Fund shall
            not affect any other rights and duties of any of the Shareholders of
            the Fund related to this Agreement.

      12.5. In the event that TON Agro provides to the Fund in writing by
            December 31, 1999 a binding and irrevocable offer accepted by the
            Fund of the increase in its Commitment to the Fund to a total of
            five million United States Dollars ($5,000,000 US) the Shareholders
            agree:

            12.5.1.   to amend this Agreement as necessary to reflect the
                      increased Commitment of TON Agro; and

            12.5.2.   to vote to amend the Statute to provide that the right of
                      EBRD and Servotech under Article 8.9 and Article 9.2 to
                      jointly appoint a member of each of the Supervisory Board
                      and the Investment Committee shall be transferred to and
                      be exercisable by TON Agro, as long as it remains a
                      Shareholder of the Fund; such amendment shall, however,
                      provide that such right shall revert to EBRD and
                      Servotech, when TON Agro shall have ceased to be a
                      Shareholder of the Fund.

13.   CERTIFICATE OF INCUMBENCY

      The Fund shall furnish or cause to be furnished to each Subscriber
      subscribing for Shares, a certificate in the form attached hereto as
      Exhibit 10 as to the authority of the Person or Persons who will, on
      behalf of the Fund, sign the requests and certifications provided for in
      this Agreement, or take any other action or execute any other document
      required or permitted to be taken or executed by the Fund under this
      Agreement, together with authenticated specimen signatures for each such
      Person.

14.   PENALTIES

      14.1. Notwithstanding the provisions of any other Clauses of this
            Agreement, but subject to Clause 7.3, if any Party is in breach of
            its aforesaid obligations (i.e. (a) to vote for an increase in the
            share capital and/or (b) to vote for the issue of Shares to New
            Subscribers and/or (c) to waive its rights of pre-emption) and if it
            shall not have cured such breach within ten (10) Business Days from
            receiving notice thereof from the Fund, it shall be liable to pay to
            the Fund a penalty fee in the amount of one hundred and fifty
            percent (150%) of the amount which would have been paid to the Fund
            by the relevant Subscriber or Subscribers who were prevented from
            making their contributions (in case of a breach of Clauses 12.1 or
            12.2) or New Subscriber (in case of a breach of Clause 12.3) as a
            contribution to pay for the Shares to be issued to such New
            Subscriber.

      14.2. If, as a result of a breach of Clause 12.3, the New Subscriber
            exercises its right to withdraw from this Agreement, the defaulting
            Subscriber shall pay a penalty in the amount of one hundred and
            fifty percent (150%) of the total amount committed for investment by
            the New Subscriber. Provisions applicable to a penalty fee specified
            under Clause 14.1 shall apply also to the penalty fee set out
            herein, save that the penalty shall be payable to the remaining
            Subscribers in amounts proportionate to their holdings of Shares
            within thirty (30) Business Days from the date of notice of the
            relevant breach.

      14.3. The above provisions shall not preclude any Subscriber from claiming
            damages if that Subscriber's losses exceed the penalty to which s/he
            is entitled.

      14.4. The penalties specified in Clause 14.1 shall be put into the reserve
            fund of the Fund.

      14.5. Notwithstanding Clause 14.1 - 14.3, upon the request of the Fund,
            each Shareholder, obliges himself to sell its Shares, in case of its
            default in its commitment to contribute share capital, in accordance
            with Clause 3, in the



<PAGE>   14

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            following way:

            14.5.1.   in case of default to subscribe for Shares prior to
                      funding 85% of commitments, the defaulting Shareholder
                      shall be obliged to sell all Shares held by him;

            14.5.2.   in case of default to subscribe for shares after funding
                      85% of commitments, the defaulting Shareholder shall be
                      obliged to sell the amount of Shares necessary to cover
                      the defaulting Shareholder's required total commitment to
                      subscribe for Shares.

      14.6. For the purposes of this Clause, the percentage of commitments
            described in Clause 14.5 above shall be calculated on basis of the
            contribution of each Shareholder, as described in Clause 3 where the
            share value shall be based on a deemed price of twenty-eight United
            States dollars and eighty-eight cents ($ 28.88 US) per Share as
            described in Clause 1.9 of this Agreement.

15.   The Subscribers may, but are under no obligation to, grant within fourteen
      (14) days from the date hereof an irrevocable independent power of
      attorney to the Proxies, in the form of Exhibit 11 to represent them at
      any General Meeting of Shareholders and to vote for the above-mentioned
      amendments to the Statute as well as the above mentioned increase(s) in
      share capital as well as for the subscription in their name of the
      registered Shares for which they agreed to subscribe in this Agreement.
      This power of attorney may be granted for a period of thirty-six (36)
      months from the date of the establishment of the Fund. The above power of
      attorney shall be used only in the event the representatives of the
      Subscribers do not attend a given General Meeting of Shareholders.

16.   The obligation of Subscribers to vote for increases in the share capital
      of the Fund and subscribe for Shares up to the amount of their total
      commitments will expire thirty-six (36) months from the date of this
      Agreement (subject to a 12-month extension, if so resolved by the
      Shareholders representing more than three quarters (3/4) majority of the
      Fund), PROVIDED ALWAYS THAT:-

      16.1. Subscribers shall meet calls to subscribe made before the end of the
            said period (as extended if appropriate) and expiring no later than
            thirty days after the end thereof, and

      16.2. nothing in this Clause shall affect the liability of Subscribers to
            honour calls to subscribe up to their said total commitments which
            were made before the expiry of the said period in order to meet
            investment commitments made by the Fund.

17.   EBRD'S AND SERVOTECH'S RIGHT TO REDUCE THEIR COMMITMENTS

      17.1. In the event of a default by any other Subscriber, each of EBRD and
            Servotech shall have the option to reduce their respective
            commitment to subscribe for the EBRD Shares and the Servotech's
            Shares to the extent necessary to cause their total subscription to
            the Fund not to exceed thirty percent (30%) of total commitments in
            the case of EBRD and forty-five percent (45%) of total commitments
            in the case of Servotech, as expressed in United States Dollars at
            the Exchange Rate.

      17.2. Prior to exercising their respective rights under this Clause, EBRD
            and/or Servotech shall:-

            17.2.1.   give notice of its/their intention to exercise the said
                      right within fourteen (14) days following the end of the
                      subscription period during which the default has occurred;
                      and

            17.2.2.   afford the Fund ninety (90) days (the "Cure Period")
                      either:



<PAGE>   15

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                      17.2.2.1.  to persuade any defaulting Subscriber
                                 ("Defaulter") to honour its obligations; or

                      17.2.2.2.  to find other Subscribers or new investors
                                 willing to make good the sums which the
                                 Defaulter has failed to subscribe; or

                      17.2.2.3.  otherwise to cure the default.

      17.3. During the Cure Period, the Fund shall not invest any subscriptions
            received during the relevant subscription period.

      17.4. In the event of a default by any Subscriber, all remaining
            Shareholders including EBRD and Servotech, shall have the option to
            lend the Fund the sums which the Defaulter has failed to subscribe
            (the "Shareholder's Loan") which option may be exercised at any time
            during the first sixty days following the end of the subscription
            period during which the default has occurred by giving the Fund a
            written notice to that effect. The Shareholder's Loan shall be for a
            term of twelve (12) months and shall bear interest both before and
            after maturity at the rate of twenty percent (20%) per annum,
            calculated monthly. The principal amount of the Shareholder's Loan,
            all interest thereon as well as all the lending Shareholders'
            reasonable costs of granting the Shareholder's Loan and a one
            percent (1%) placement fee shall be repaid to the lending
            Shareholder, as soon as possible, with priority over all other sums
            payable to the Shareholders pursuant to the Fund Documents or
            otherwise. The Shareholder's Loan shall be disbursed to the Fund, in
            a single advance, in United States Dollars, not more than thirty
            (30) days following the exercise of the option, upon the execution
            by the Fund of all customary documents reasonably required by the
            lending Shareholder to evidence the Shareholder's Loan. In the event
            that more than one of the remaining Shareholders shall exercise such
            option, the amount of the Shareholder's Loan shall be advanced by
            all such Shareholders, jointly, each of them contributing in
            proportion to the number of Shares each hold over the total number
            of Shares of the Fund held by all Shareholders exercising the
            option, unless agreed otherwise by such Shareholders.

      17.5. If by the end of the Cure Period where applicable, or by the end of
            the delay mentioned in Clause 17.4 hereof in other cases, the
            defaulting Subscriber shall not have complied in full with the
            relevant obligation or the Fund shall not have received the proceeds
            of any Shareholder's Loan, the Fund shall repay all Shareholders'
            subscription, including EBRD's and Servotech's subscription, to the
            extent necessary to comply with sub-clause 17.1 above, or if the
            funds remaining are insufficient to allow the Fund to complete whole
            or part of the investment contemplated when the cash call was
            effected, the Fund shall repay all Shareholders' that subscription
            in full.

      17.6. In case EBRD and/or Servotech has exercised their rights specified
            in this Clause, the remaining Shareholders shall have the right to
            reduce their commitments to subscribe for shares proportionally.

18.   The Fund intends to apply for the listing of its Shares in a developed
      trading market (approved by the General Meeting of Shareholders) as soon
      as possible, within six (6) years of the date of this Agreement. Prior to
      the fifth (5th) anniversary of the date of this Agreement, the Board of
      Management of the Fund will submit an action plan for the listing of the
      Fund to the Supervisory Board for consideration.

19.   DISTRIBUTION OF PROFITS

      19.1. During its first three years of operations (subject to an extension
            upon a resolution of the General Meeting of Shareholders adopted by
            more than three quarters (3/4) majority of the votes cast), the Fund
            will pay dividends as and when



<PAGE>   16

            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT               Page 16 of 40
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            recommended by the Supervisory Board and approved by the General
            Meeting of Shareholders pursuant to the Statute. Thereafter, the
            Fund will make a distribution to Shareholders at least annually to
            the extent there is an after tax profit available for distribution,
            as provided by Polish law. Dividends will be paid in zlotys. The
            Fund expects to retain substantially all of its earnings until the
            third anniversary or, if extended, until the fourth anniversary of
            the date of this Agreement.

      19.2. Distributions of income accrued to the Fund from the temporary
            investment of cash reserves, net of management and administrative
            fee, expenses and taxes payable by the Fund will be made to all
            Shareholders at least annually in proportion to their Share
            ownership.

      19.3. Likewise, upon termination and liquidation of the Fund, liquidating
            distributions of cash and securities, after liquidation proceedings
            will be made to all Shareholders in proportion to their respective
            Share ownership.

20.   TRANSFER OF INTEREST

      The rights of Shareholders to transfer their Shares are governed by the
      Statute. The Shareholders shall procure that any purchaser of their Shares
      shall become a party to this Agreement and shall become a Subscriber in
      the meaning of this Agreement, and shall assume all rights and obligations
      resulting from the sale of such Shares except for EBRD's right under
      Clause 4 and 17.1 above.

21.   INVESTMENT ADVISORY AGREEMENT

      21.1. The Subscribers agree that the Fund shall enter into an Investment
            Advisory Agreement and an Umbrella Services Agreement in the forms
            attached hereto as Exhibits 12 and 13 respectively, which shall
            supersede any and all previous agreements by the Fund with the
            Investment Advisor.

      21.2. The Strategic Advisor will enter into a Strategic Advisory Agreement
            with the Investment Advisor (and not the Fund) in the form attached
            hereto as Exhibit 14, and under such agreement will provide services
            to the Investment Advisor and receive fees for such services from
            the Investment Advisor and not from the Fund.

      21.3. Pioneer acknowledges that Servotech and EBRD may receive in the
            future from the Investment Advisor consideration in return for their
            significant investment in the Fund and consequential increased
            marketability of the Fund.

22.   CO-INVESTMENT

      Each Shareholder shall have the right to enter into an agreement with the
      Fund to provide for:-

      22.1. co-investment by that Shareholder with the Fund on equal terms and
            conditions to be agreed between the relevant Shareholder and the
            Fund provided that no advisory fees or incentive fees shall be
            payable by the co-investing Shareholder, and/or

      22.2. debt financing to be advanced by that Shareholder to the Fund and to
            be secured by a mortgage or mortgages on the real estate assets of
            the Fund on terms and conditions to be agreed between the relevant
            Shareholder and the Fund.

23.   TERMS OF SHARE SALE

      23.1. Subject to the provisions of the Statute, every sale, transfer or
            other kind of alienation of the Shares in the Fund to any third
            person may take place only upon the condition that the purchaser
            shall accede to this Agreement, under which it will undertake to
            comply with all provisions of this Agreement.


<PAGE>   17

            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT               Page 17 of 40
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      23.2. In the event the Shares of the Fund are transferred in breach of the
            preceding sub-clause, the transferor shall remain liable for the
            performance by each possessor of transferred Shares of obligations
            which he would have been obliged to perform if he acceded to this
            Agreement. The transferor shall be liable for damages incurred by
            the Parties to this Agreement arising from the non-performance of
            the above obligation by each of the possessors of Shares, in the
            event the Shares of the Fund are transferred in such breach.

24.   CONFLICTS OF INTEREST

      The Fund will not invest in any property owned (in whole or in part) by
      Pioneer, the Investment Advisor or any Affiliate thereof, or in any
      Company whose Shares are held by, or which has borrowed funds from,
      Pioneer, the Investment Advisor, or any Affiliate of either thereof,
      including any investment funds managed, advised or sponsored by Pioneer or
      its Affiliates, without a prior resolution of the Supervisory Board
      pursuant to Articles 8.10 (r) and 8.12 (b) of the Statute. In the event
      that the Fund invests in a property or Portfolio Company advised by
      Pioneer or the Investment Advisor or any of their Affiliates, the terms of
      such advisory work shall be fully disclosed to the Supervisory Board prior
      to the Fund making a decision on such investment.

25.   NON-DISCLOSURE OF INFORMATION

      25.1. Each Party undertakes to each of the other Parties that it shall use
            all reasonable endeavours, except with the consent of the relevant
            Party or as may be required by law, by any court of competent
            jurisdiction, or by any regulatory authority or by any regulations
            binding upon it, to ensure that all information received by it in
            writing relating to the other Parties which is not in the public
            domain and which is marked "confidential" on the cover, shall be
            treated as confidential and shall not be disclosed to any third
            party, except with a proposed sale of its Shares, PROVIDED ALWAYS
            that all written information provided by Parties to each other prior
            to the date of this Agreement shall be deemed to have been marked
            "confidential".

      25.2. This restriction shall continue to apply after the expiration or
            termination of this Agreement with limit to [two] (2) years after
            liquidation of the Fund but shall cease to apply to information or
            knowledge which may properly come into the public domain through no
            fault of the Party so restricted.

      25.3. A Party shall not be in breach of the provisions of this Agreement
            by virtue of any member of the Board of Management, Supervisory
            Board, or Investment Committee of the Fund appointed by a Party
            passing to that Party any information s/he receives in that capacity
            or in any similar capacity in relation to any subsidiary of the
            Fund, but nothing contained in this Agreement shall require such
            disclosure which would result in the breach of a fiduciary duty to
            the Fund or any such subsidiary.

      25.4. Notwithstanding the foregoing, nothing herein shall prevent EBRD and
            Servotech from disclosing information relating to its investment in
            the Fund as required by policies and procedures issued by its
            governing bodies.

26.   DURATION

      This Agreement shall continue in full force and effect until any of the
      following events occurs:-

      26.1. the express written agreement of all the Shareholders of the Fund to
            terminate this Agreement; or

      26.2. the liquidation and/or winding up of the Fund and/or the date on
            which the judgement providing for the de-registration of the Fund
            becomes final and


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            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT               Page 18 of 40
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            unappealable through ordinary means of appeal; or

      26.3. in respect to each Shareholder, the sale of all Shares held by such
            Shareholder; in accordance with the provisions of this Agreement; or

      26.4. the Shares of the Fund become listed securities.

      Following any such termination, the provisions of Clause 25 shall
      nevertheless remain in full force and effect.

27.   COSTS, FEES AND EXPENSES

      27.1. All organisational expenses and legal costs incurred in connection
            with the establishment of the Fund, in accordance with this
            Agreement and its Exhibits, will be borne by the Fund in an amount
            not to exceed one percent (1%) of the Fund's total capital
            commitments. All organisational expenses and legal costs in excess
            of this amount will be borne by the Strategic Advisor.

      27.2. The budget for Fund expenses will be subject to the approval of the
            Supervisory Board.

28.   INDEMNIFICATION

      The Fund will indemnify, out of the assets of the Fund only, the
      Investment Advisor, the Board of Management and their respective officers,
      directors and employees, and each member of the Investment Committee and
      the Supervisory Board for any claims, damages and liabilities to which
      they may become subject because of their status as Investment Advisor of
      the Fund or member of the Board of Management, Investment Committee or
      Supervisory Board of the Fund, or as an officer, director or employee
      thereof, or by reason of any action taken or omitted to be taken by them
      in connection with the Fund, except to the extent caused by their gross
      negligence or wilful misconduct.

29.   ASSIGNMENT

      29.1. During the term of this Agreement, no Shareholder shall (or shall
            purport) to assign, transfer, or otherwise dispose of any of its
            Shares unless it shall first have procured that its assignee,
            transferee or other recipient (the "NEW SHAREHOLDER") shall have
            acceded to this Agreement as hereinbefore provided.

      29.2. Nothing in this clause shall authorise any transfer of Shares which
            would not be made in accordance with the Statute of the Fund.

30.   SUCCESSORS

      This Agreement shall be binding on and shall inure for the benefit of the
      respective successors in title of each Party.

31.   NO PARTNERSHIP

      Nothing in this Agreement shall be deemed to constitute a partnership
      between the parties nor constitute any party the agent of any other party
      for any purpose.

32.   FURTHER ASSURANCE AND GOOD FAITH

      32.1. Each Party shall co-operate with the other Parties to prepare and
            deliver documents and take such other actions as may be reasonably
            requested in order to implement this Agreement.

      32.2. The Parties shall at all times act diligently towards each other in
            fulfilment of their obligations hereunder and in relation to the
            Fund and this Agreement.


<PAGE>   19

            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT               Page 19 of 40
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33.   ARBITRATION

      33.1. Any claims or disputes between the Parties, involving at least one
            non Polish Party, arising out of or relating to this Agreement,
            which cannot be resolved in an amicable fashion shall be settled by
            an arbitration court sitting in London, England (the "LONDON
            ARBITRATION COURT"). The arbitration proceeding shall be conducted
            in accordance with the Rules of Arbitration of the United Nations
            Commission on International Trade Law (the "UNCITRAL ARBITRATION
            RULES") in force at the time of submittal of the dispute to
            arbitration. The proceedings shall be conducted in the English
            language. There shall be one arbitrator appointed jointly by such of
            the Parties as are in dispute. The President of the London Court of
            International Arbitration shall act as the appointing authority
            under the UNCITRAL Arbitration Rules if the Parties in dispute fail
            to appoint the arbitrator jointly within the limits specified in the
            UNCITRAL Arbitration Rules.

            Nothing in this Agreement shall be construed as a waiver,
            renunciation or other modification of any immunities, privileges or
            exemptions of EBRD accorded under the Agreement Establishing the
            Bank, international conventions or any applicable law.

      33.2. All claims or disputes between the Polish Parties will be settled by
            the Arbitration Court at the National Chamber of Commerce in Warsaw
            (the "WARSAW ARBITRATION COURT") in accordance with the arbitration
            rules of such court prevailing at the time. The award of the
            arbitration court shall be final and binding.

      33.3. Nothing in this Agreement shall be construed as an attempt to
            exclude the jurisdiction of the Polish courts in matters as to
            which, by virtue of Polish law, they have exclusive jurisdiction.

      33.4. In making its decisions on a matter in dispute, the Warsaw
            Arbitration Court shall have no regard to any findings of the London
            Arbitration Court in previous similar disputes which may have arisen
            between other Parties, and vice versa.

34.   MISCELLANEOUS

      34.1. This Agreement, subject to Clause 12.1.4, is conditional upon
            registration within forty five (45) Business Days from the receipt
            of the capital cash contributions from the Shareholders by the
            District Court-Commercial Court in Warsaw (the "COURT") the
            resolutions the General Meeting of Shareholders of the Fund
            authorising:-

            34.1.1.   the necessary increase in the share capital of the Fund to
                      comply with the Subscribers obligations under this
                      Agreement to subscribe for their first tranche of Shares;
                      and

            34.1.2.   the amendment of the existing statute of the Fund so as to
                      be in the new form of the Statute.

      34.2. If the pre-condition in the foregoing sub-clause shall not be
            satisfied, this Agreement shall not come to force, and the
            relationships between the Existing Subscribers shall continue to be
            governed by the Existing Agreement. The Subscribers shall be
            released from their obligations to make commitments and the capital
            paid to the Fund on the basis of this Agreement shall be returned.
            If such pre-condition is satisfied, then, as of the date of
            registration by the Court of the above resolutions, this Agreement
            supersedes any and all prior agreements between the parties, which
            said agreements are hereby terminated and of no further force and
            effect. In particular, subject as aforesaid, from the date thereof,
            the


<PAGE>   20

            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT               Page 20 of 40
--------------------------------------------------------------------------------

            Existing Agreement shall expire and shall have no further force and
            effect, and the relationships between the Subscribers shall be
            governed by this Agreement.

      34.3. This Agreement shall be governed by and construed in accordance with
            Polish law.

      34.4. This Agreement was executed in two languages, Polish and English, in
            9 originals one of each for each of the Parties. In case of a
            disputes involving an entity with its seat outside of the Republic
            of Poland, the English version shall prevail in case of any
            discrepancy between versions in different languages, but otherwise
            the Polish version shall be binding.

      34.5. Any amendment to this Agreement shall be in writing to be valid.

      34.6. Nothing in this Agreement shall be construed as adversely affecting
            the special rights conferred by the Statute upon the holders of any
            Class of Shares, including special voting and rights to appoint
            representatives to the Supervisory Board, the Board of Management or
            the Investment Committee of the Fund. Nor shall anything in this
            Agreement be construed as adversely affecting the rights of such
            appointees.

      34.7. Unless provided otherwise all notices and other communications given
            or made pursuant hereto shall be in writing and shall be deemed to
            have been given or made if in writing and delivered personally, sent
            by registered mail or sent by telefax:-

            IF TO THE FUND:

            Pioneer Polski Fundusz Nieruchomosci S.A.
            Plac Trzech Krzyzy 8
            00-499 Warsaw, Poland
            Att.:     Mr. Gren Carr Jones
                      Mr. Piotr Niedzielski
            Telephone:   +48 (22) 627 2750
            Telefax:     +48 (22) 627 2760

            cc:
            Cameron McKenna Sp. z o.o.
            Warsaw Financial Center
            53 Emilii Plater St.
            00-113 Warsaw, Poland
            Att.:     Mr. Steven Shone
                      Ms. Malgorzata Pietrzak-Paciorek
            Telephone:   + 48 (22) 520 5555
            Telefax:     + 48 (22) 520 5556

            cc:
            Pioneer Real Estate Advisors, Inc.
            60 State Street
            Boston, MA 02-139
            USA
            Att.:     Mr. Stephen G. Kasnet
                      Mr. Amos J. Rogers III
            Telephone:   + 1 (617) 742 7825
            Telefax:     + 1 (617) 422 4286


<PAGE>   21

            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT               Page 21 of 40
--------------------------------------------------------------------------------

            IF TO THE FOUNDATION:

            Fundacja Na Rzecz Nauki Polskiej
            11 Grazyny St.
            02-548 Warsaw, Poland
            Att.:     Mr. Maciej W. Grabski
                      Mr. Jacek Kucinski
            Telephone:   + 48 (22) 845 4055
            Telefax:     + 48 (22) 845 4054

            IF TO TON AGRO:

            Towarzystwo Obrotu Nieruchomosciami AGRO S.A.
            22 Sielecka St.
            00-738 Warsaw, Poland
            Att.:     Mr. Jan Wojciech Podobas
                      the President of the Board of Management
            Tel.:        + 48 (22) 699 4123
            Fax:         + 48 (22) 699 4122

            IF TO VLI:

            Vienna Leas International S.A.
            81 Strazacka St.
            43-382 Bielsko Biala, Poland
            Att.:     Mr. Artur Firganek
                      the President of the Board of Management
            Telephone:   + 48 (33) 183 667
            Telefax:     + 48 (22) 183 976

            IF TO THE LIMITED PARTNERSHIP:

            Pioneer Real Estate Advisors Poland Sp. z o.o. i Spolka,
            Spolka Komandytowa.
            PL Trzech Krzyzy 8
            00-499 Warsaw, Poland
            Att.:     Mr. Gren Carr Jones
                      Member of the Board of Management
            Tel.:        + 48 (22) 627 2750
            Tel./fax:    + 48 (22) 256 4760

            IF TO PIONEER INVESTMENT FUND:

            Pioneer Pierwsze Polskie Towarzystwo Funduszy Inwestycyjnych S.A.
            2 Stawki St., 29 floor
            00-193 Warsaw, Poland
            Att.:     Ms. Alicja Malecka-Salomon
                      President of the Management Board


<PAGE>   22

            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT               Page 22 of 40
--------------------------------------------------------------------------------

            Tel.:        + 48 (22) 635 6202
            Fax:         + 48 (22) 635 8145

            IF TO PIONEER:

            Pioneer Real Estate Advisors, Inc.
            60 State Street
            Boston, MA 02-139
            USA
            Att.:     Mr. Stephen G. Kasnet
                      Mr. Amos J. Rogers III
            Telephone:   + 1 (617) 742 7825
            Telefax:     + 1 (617) 422 4286

            cc:
            Cameron McKenna Sp. z o.o.
            Warsaw Financial Center
            53 Emilii Plater St.
            00-113 Warsaw, Poland
            Att.:     Mr. Steven Shone
                      Ms. Malgorzata Pietrzak-Paciorek
            Telephone:   + 48 (22) 520 5555
            Telefax:     + 48 (22) 520 5556

            IF TO SERVOTECH:

            CADIM Servotech B.V.
            800, Square Victoria, Suite 4400
            P.O.B. 118
            Montreal, Quebec, Canada H4Z 1B7
            Att.:    V.P. Legal
            Tel.:    (514) 875-3319
            Fax:     (514) 875-3328

            cc:
            CADIM Servotech B.V.
            Herengracht 483
            1017 BT Amsterdam
            The Netherlands
            Att.:    Mr. J. Bradley Unsworth
            TeL:     31 20 622 3243
            Fax:     31 20 623 2285

            cc:
            Lafleur Brown
            1 Place Ville Marie, 37 floor
            H3B 3P4 Montreal, Quebec, Canada
            Tel.:    (514) 878 9641
            Fax:     (514) 878 1450


<PAGE>   23

            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT                     Page 23
--------------------------------------------------------------------------------

            00-023 Warsaw, Poland
            Tel.:    + 48 22 690 69 01
            Fax:     + 48 22 690 69 31

            IF TO EBRD:

            European Bank for Reconstruction and Development
            1 Exchange Square
            London EC2A 2JN
            Tel:     + 44 207 338 6000
            Fax:     + 44 207 338 6100
            Telex:   8812161 Answerback EBRD LG

            Att.:     Operation Administration Unit

THIS AGREEMENT SHALL BE CONCLUDED ON THE DATE ON WHICH THE LAST PARTY INDICATED
IN THE PREAMBLE TO THIS AGREEMENT SIGNS IT.


SIGNED

IN THE NAME AND ON BEHALF OF THE FUND


/s/ Alicja Malecka-Salomon
----------------------------------------
Ms. Alicja Malecka-Salomon, Vice-President of the Board of Management


/s/ Amos J. Rogers III
----------------------------------------
Mr. Amos J. Rogers III, a member of the Board of Management


IN THE NAME AND ON BEHALF OF THE FOUNDATION


/s/ Grzegorz Krawczyk
----------------------------------------
Mr. Grzegorz Krawczyk, Vice-President of the Board of Management


/s/ Jacek Kucinski
----------------------------------------
Mr. Jacek Kucinski, the proxy


IN THE NAME AND ON BEHALF OF TON AGRO


/s/ Krzysztof Golebiowski
----------------------------------------
Mr. Krzysztof Golebiowski, a member of the Board of Management


/s/ Anna Wrzecionko
----------------------------------------
Ms. Anna Wrzecionko, procurist

<PAGE>   24

            SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT                     Page 24
--------------------------------------------------------------------------------

IN THE NAME AND ON BEHALF OF VLI


/s/ Artur Firganek
----------------------------------------
Mr. Artur Firganek, the President of the Board of Management


IN THE NAME AND ON BEHALF OF THE LIMITED PARTNERSHIP


/s/ Gren Carr Jones
----------------------------------------
Mr. Gren Carr Jones, a member of the Board of Management of Pioneer Real Estate
Advisors Poland Sp. z o.o. (General Partner)


IN THE NAME AND ON BEHALF OF PIONEER INVESTMENT FUND


/s/ Alicja Malecka-Salomon
----------------------------------------
Ms. Alicja Malecka-Salomon, the President of the Board of Management


IN THE NAME AND ON BEHALF OF PIONEER


/s/ Malgorzata Pietrzak-Paciorek
----------------------------------------
Mrs. Malgorzata Pietrzak-Paciorek, the proxy


IN THE NAME AND ON BEHALF OF SERVOTECH


/s/ Pierre Gamache
----------------------------------------
Mr. Pierre Gamache, member of the Board of Management


IN THE NAME AND ON BEHALF OF EBRD


/s/ Jolanta Gabriel           27/10/99
----------------------------------------
Ms. Jolanta Gabriel, the proxy