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                                                                    Exhibit 10.9

                           JOINT MANAGEMENT AGREEMENT

      THIS AGREEMENT dated this 20th day of January, 1995 among Pioneer
Poland U.S., L.P., a limited partnership organized under the laws of Delaware,
the United States, and Pioneer Poland UK Limited in its capacity as general
partner of Pioneer Poland UK, L.P., a limited partnership organized under the
laws of England (individually, a "Partnership," and collectively, the
"Partnerships") and Pioneering Management (Jersey) Limited, a corporation
organized under the laws of Jersey, Channel Islands (the "Manager").

                                   WITNESSETH

      WHEREAS, the Partnerships have been organized for the purpose of
co-investing, on a pro rata basis, in equity and equity related securities
issued by companies operating primarily in the Republic of Poland, and otherwise
in accordance with the Confidential Private Placement Memorandum of Pioneer
Poland Fund dated March 21, 1994, as it may be amended or supplemented from time
to time (as so amended or supplemented, the "Memorandum");

      WHEREAS, the parties hereto deem it mutually advantageous that the Manager
should be engaged to manage the joint activities of the Partnerships, and that
the Partnerships, as so jointly managed, shall constitute the "Pioneer Poland
Fund" (the "Fund") for purposes hereof;

      WHEREAS, the parties hereto further deem it mutually advantageous that an
oversight board (the "Oversight Board") be established having the rights set
forth herein;

      NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Partnerships and the Manager do hereby agree as follows:

      1. Activities of the Manager. The Manager will manage the investment and
reinvestment of the assets of the Partnerships on a fully discretionary basis in
accordance with the investment objectives, policies and restrictions set forth
in the partnership agreements of the respective Partnerships. Without limiting
the foregoing, the Manager shall have the following rights and responsibilities:

            (a) Advisory Responsibilities. The Manager will regularly provide
the Partnerships with investment research, advice and supervision and will
continuously develop and recommend


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an investment program for the Partnerships consistent with the investment
objectives, policies and restrictions set forth in the partnership agreements of
the respective Partnerships, subject to any changes thereto as may be approved
pursuant to the terms hereof. The Manager will determine from time to time what
activities shall be undertaken by the Partnerships, what securities shall be
held or sold by the Partnerships and what portion of the Partnerships' assets
shall be held uninvested as cash, subject always to the investment objectives,
policies and restrictions of the Partnerships, as each of the same shall be from
time to time in effect, and as otherwise set forth herein. To carry out such
determinations, but subject to the provisions of this Agreement, the Manager
will exercise full discretion and act on behalf of the Partnerships in the same
manner and with the same force and effect as the Partnerships themselves might
or could do with respect to purchases, sales or other transactions, as well as
with respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions. Without limiting the
foregoing, the Manager shall be responsible for identifying potential
investments for the Partnerships, negotiating the terms of the investments,
monitoring such investments and recommending actions to be taken by the
Partnerships in their capacity as investors in portfolio companies and, if
appropriate, providing designees to serve as the representative of the
Partnerships on the boards of directors or comparable governing boards of the
portfolio companies.

            (b) Administrative Responsibilities. The Manager, acting at or from
one or more locations outside the United States ("U.S."), the United Kingdom
("U.K.") and Poland, shall:

                  (1)   prepare and mail, telecopy or otherwise communicate to
                        beneficial owners ("Owners") of interests in the
                        Partnerships (with each partnership interest of either
                        Partnership having an initial purchase price of $500,000
                        (except for interests purchased by Owners with
                        agreements to pay either a reduced or no placement fee,
                        in which cases the initial purchase price shall be
                        $485,000 plus the placement fee, if any, to be paid)
                        being hereinafter referred to as an "Interest") all
                        written or other communications relating to the
                        Partnerships, including the furnishing of financial
                        reports;

                   (2)  respond to inquiries, if any, from the general public
                        concerning the Partnerships and prepare and mail,
                        telecopy or otherwise communicate to the general public
                        (or any subgroup thereof)


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       such communications as the Partnerships may request;

(3)    solicit the sale of Interests;

(4)    receive, process and accept or, in its absolute discretion, reject
       subscriptions for Interests;

(5)    maintain the principal records and books of account for the Partnerships;


(6)    cause the books of account for the Partnerships to be audited, when and
       to the extent audits are required, by auditors acting outside the U.S.;

(7)    make distributions from the Partnerships and pay expenses of the
       Partnerships, including legal fees, accounting fees, and compensation of
       Partnership personnel;

(8)    determine, on behalf of the Partnerships and in accordance with the terms
       of this Agreement, and publish in media outside the U.S. and the U.K. the
       net asset value of Interests;

(9)    provide a location and all necessary facilities for and call when
       required, meetings of the Owners and/or the Oversight Board whenever
       such meetings are held;

(10)   handle, the transfer of Interests, including reviewing whether all
       necessary approvals for any such transfer have been obtained, executing
       documents necessary to effect such transfers, and maintaining the books
       reflecting the current Interests of Owners; and

(11)   execute on behalf of the Partnerships all agreements necessary in
       furtherance of its right, powers and duties hereunder, including one or
       more custodian agreements, administration agreements, escrow agreements
       and subscription agreements.


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      The Manager's actions with respect to the foregoing shall be subject to
such instructions, if any, as may be received from time to time from the
Oversight Board pursuant to the rights of the Oversight Board set forth herein.

            (c) Liquidation of the Partnerships; Listing.

                  (1)   The Manager shall manage the assets of the Partnerships
                        so as to be able to make a final liquidating
                        distribution to the Owners on or about the tenth
                        anniversary of the date hereof (the "Scheduled
                        Termination Date"). The Manager will seek to liquidate
                        the Partnerships' assets in advance of the Scheduled
                        Termination Date in an orderly fashion and to obtain the
                        best price possible for securities sold. In the event
                        that the Manager believes it would be advantageous to
                        the Owners to continue the Partnerships beyond the
                        Scheduled Termination Date, the Manager may submit such
                        matter (including a proposal as to the approximate date
                        through which the Partnerships should be continued) for
                        approval by the Oversight Board; provided, that the
                        Scheduled Termination Date may be extended only for up
                        to two periods of up to two years each. Upon receiving
                        the approval of any such extension by a majority of the
                        members of the Oversight Board (including (A) any member
                        nominated by the European Bank for Reconstruction and
                        Development (the "EBRD"), (B) any member nominated by
                        DEG - Deutsche Investitions- und
                        Entwicklungsgesellschaft mbH ("DEG") so long as DEG
                        continues to own at least the lesser of (x) 10% of the
                        aggregate number of Interests in the partnership or (y)
                        11.3 Interests ("DEG's Required Investment"), and (C)
                        any member jointly nominated by Lyndhurst Associates,
                        Carnegie Mellon University and Henry Gailliot
                        (collectively, the "Pittsburgh Group") so long as the
                        Pittsburgh Group continues to own at least 10.5
                        Interests (the "Pittsburgh Group's Required
                        Investment"), the Manager may submit, or may cause the
                        respective General Partners to submit, such matter for
                        approval by the Owners. If the Owners holding at least
                        75% of the aggregate number of the Interests in both
                        Partnerships (including (A) the EBRD so long as the EBRD
                        owns any Interest, (B) DEG so long


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                        as DEG continues to own at least DEG's Required
                        Investment and (C) the Pittsburgh Representative (as
                        defined in Section 7(a) hereof and acting on behalf of
                        the Owners comprising the Pittsburgh Group) so long as
                        the Pittsburgh Group continues to own at least the
                        Pittsburgh Group's Required Investment) (voting together
                        as a single class) approve, the Manager will continue to
                        manage the Partnerships to such approximate date as the
                        Manager has proposed; otherwise, subject to the
                        following paragraph, the Manager will seek to liquidate
                        the assets of the Partnerships in accordance with the
                        investment objective described in the Memorandum.

                  (2)   In the event that the Manager is unable to liquidate all
                        of the assets of the Partnerships prior to the Scheduled
                        Termination Date (or such later date through which the
                        Partnerships are extended) for a price which the Manager
                        considers to be reasonable, or if legal complications
                        inhibit the ability of the Partnerships to withdraw
                        assets from Poland, the Manager shall continue to manage
                        the Partnerships and such of their assets as the Manager
                        is unable to so liquidate and/or distribute to the
                        Owners until all such assets are distributed and the
                        Partnerships are liquidated. Such management will be
                        provided on the same terms as in effect immediately
                        prior to the Scheduled Termination Date.

                  (3)   In the event that the Manager believes it would be
                        advantageous to Owners to distribute the Partnerships'
                        assets in kind to the Owners in connection with the
                        liquidation of the Partnerships, the Manager may submit
                        such matter for approval by the Oversight Board, and
                        upon receiving the approval thereof by a majority of the
                        members of the Oversight Board (including (A) any member
                        nominated by the EBRD, (B) any member nominated by DEG
                        so long as DEG continues to own at least DEG's Required
                        Investment and (C) the Pittsburgh Representative so long
                        as the Pittsburgh Group continues to own at least the
                        Pittsburgh Group's Required Investment), may submit, or
                        may cause the respective General Partners to


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                        submit, such matter for approval by the Owners. If the
                        Owners holding at least 75% of the aggregate number of
                        Interests in both Partnerships (including (A) the EBRD
                        so long as the EBRD owns any Interest, (B) DEG so long
                        as DEG continues to own at least DEG's Required
                        Investment and (C) the Pittsburgh Representative so long
                        as the Pittsburgh Group continues to own at least the
                        Pittsburgh Group's Required Investment) (voting together
                        as a single class) approve, the Partnerships will be
                        liquidated and the Manager will cause the assets of the
                        Partnerships to be distributed in kind to the Owners.

                  (4)   If the Manager believes it would be in the best
                        interests of the Owners to liquidate the Partnerships
                        prior to the Scheduled Termination Date, then the
                        Manager, upon receiving the approval of a majority of
                        the members of the Oversight Board, including a majority
                        of the members of the Oversight Board (including (A) any
                        member nominated by the EBRD, (B) any member nominated
                        by DEG so long as DEG continues to own at least DEG's
                        Required Investment and (C) the Pittsburgh
                        Representative so long as the Pittsburgh Group continues
                        to own at least the Pittsburgh Group's Required
                        Investment) who are affiliated with neither the Manager
                        nor Bear, Stearns & Co. Inc. (the "Placement Agent")
                        (the "Independent Board Members"), may liquidate and
                        distribute the assets of the Partnerships prior to such
                        date.

                  (5)   Following the second anniversary of the date hereof, the
                        Oversight Board shall consider whether Interests should
                        be registered under applicable securities laws (unless
                        an exemption from registration which would have the
                        effect of enabling the Interests to be freely tradeable
                        is then available) and listed for unrestricted trading
                        on a securities exchange. Among the factors to be
                        considered by the Oversight Board at such time will be
                        the availability of an appropriate structure which
                        preserves the tax benefits afforded by the Partnerships'
                        present structure. If such a structure is approved by a
                        majority of the members of the Oversight Board, the
                        Oversight


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                        Board may submit such matter for approval by the Owners.
                        If the Owners holding at least 66 2/3% of the aggregate
                        number of Interests in both Partnerships (including (A)
                        the EBRD so long as the EBRD owns any Interest, (B) DEG
                        so long as DEG continues to own at least DEG's Required
                        Investment and (C) the Pittsburgh Representative so long
                        as the Pittsburgh Group continues to own at least the
                        Pittsburgh Group's Required Investment) (voting together
                        as a single class) approve, the Manager shall use its
                        best efforts to restructure the Partnerships as
                        necessary to accomplish such registration (if
                        appropriate) and listing; provided, however, that it
                        shall be a condition of such restructuring that the
                        Partnerships or successor entity or entities organized
                        to carry on the business of the Partnerships shall enter
                        into an agreement with the Manager providing as nearly
                        as possible for rights and responsibilities of the
                        Partnerships or such successor entity or entities, on
                        the one hand, and the Manager, on the other hand, as are
                        applicable to the Partnerships and the Manager,
                        respectively, hereunder.

                  (6)   In the event the Manager believes it is necessary to
                        partially or wholly liquidate the assets of a
                        Partnership to meet liabilities of that Partnership (and
                        if the other Partnership does not have similar
                        liabilities), the Manager, with the consent of the
                        Owners holding at least 66 2/3% of the aggregate number
                        of Interests in the Partnership not subject to such
                        liabilities (including the consent of (i) the EBRD, if
                        it is an Owner in such other Partnership, (ii) DEG, if
                        it is an Owner in such other Partnership and continues
                        to own at least DEG's Required Investment and (iii) the
                        Pittsburgh Representative (acting on behalf of each of
                        the Owners comprising the Pittsburgh Group) if each
                        Owner comprising the Pittsburgh Group is an Owner in
                        such other Partnership and the Pittsburgh Group
                        continues to own at least the Pittsburgh Group's
                        Required Investment) need not take similar actions on
                        behalf of such other Partnership, notwithstanding the
                        provisions of Section 8(ii) below.


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      2. Expenses of the Partnerships.

            (a) Except as is provided in paragraphs (b) and (c) below, the
Manager shall be responsible for all expenses of the partnerships, including
salaries of all investment and administrative personnel, all travel,
communication and office expenses and all fees and expenses incurred in
investigating investment opportunities, evaluating potential investments for the
Partnerships and monitoring the Partnerships' investments, including the fees
and expenses of the Advisor (as defined in Section 3) and any other investment
advisers and investment managers appointed by the Manager.

            (b) The Partnerships shall pay the following expenses (whether
incurred directly by the Partnerships or incurred by the Manager):

                  (i)   charges and expenses of any administrator appointed by
                        the Manager;

                  (ii)  charges and expenses of the auditors, including all
                        professional and accounting fees relating to the
                        ascertainment, payment and claims of tax charges or
                        relief on behalf of the Partnerships;

                  (iii) charges and expenses of any and all custodians of the
                        cash, securities and other property of the Partnerships;

                  (iv)  broker's commissions due and transfer taxes and other
                        expenses chargeable to the Partnerships in connection
                        with securities transactions to which either of the
                        Partnerships is a party (provided that Extraordinary
                        Transaction Related Expenses shall be paid as described
                        in paragraph (c) below);

                  (v)   all taxes and corporate fees payable by the
                        Partnerships, including to the State of Delaware or
                        Jersey, Channel Islands and to municipal, provincial or
                        other governmental agencies in Jersey, or elsewhere;

                  (vi)  fees and expenses involved in registering the
                        Partnerships or the Interests with governmental agencies
                        or stock exchanges to permit or facilitate the sale of
                        any of such Interests in particular jurisdictions
                        including the preparation, printing and filing of


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                        prospectuses or similar material for use in such
                        jurisdictions and also the fees and expenses of
                        maintaining all such registrations;

                  (vii) all costs and expenses in connection with printing and
                        distributing certificates evidencing the Interests, if
                        any;

                  (viii)all expenses of meetings of Owners and the Oversight
                        Board and all expenses of and incidental to producing,
                        printing and posting or otherwise despatching the annual
                        accounts of the Partnerships and any report of the
                        Oversight Board, Manager and/or auditors therewith and
                        notices to Owners;

                  (ix)  all out-of-pocket expenses incurred by the Manager in
                        connection with the performance of services hereunder
                        including without limiting the generality of the
                        foregoing, postage, telex, fax, telephone calls and the
                        cost of all documentation required by applicable laws or
                        regulations for the time being in force and the By-laws;

                  (x)   charges and expenses of legal counsel in connection with
                        the Partnerships' existence, partnership and financial
                        structure and relation with the Owners in connection
                        with the expenses listed above which either of the
                        Partnerships has herein assumed and in connection with
                        other legal services rendered to the Partnerships at the
                        request of the Partnerships; and

                  (xi)  all charges and expenses incurred before and after the
                        formation of the partnerships in connection with the
                        formation, operation, existence and organization of the
                        Partnerships (including placement fees) and the listing
                        at any time of any Interests on a securities exchange,
                        up to a maximum of $600,000 for activities occurring at
                        or prior to the date hereof (other than the fees of
                        listing Interests on a securities exchange and placement
                        fees); provided, however, that the foregoing $600,000
                        shall be reduced pro rata to the extent that such
                        aggregate number of Interests sold prior to the first
                        anniversary of the date hereof is less than 100.


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            (c) In addition to the foregoing, Extraordinary Transaction Related
Expenses up to a maximum of 0.5% per annum of the Subscribed Capital (as defined
in Section 4(a) hereof) (or, after the third anniversary of the date hereof (the
"Commitment Termination Date"), of Total Drawndown Capital) shall be paid by the
Partnerships. "Extraordinary Transaction Related Expenses" shall include legal,
accounting or other advisory expenses which would usually be borne by a
portfolio company or potential portfolio company, but which are instead borne by
the Partnerships in exchange for more favorable investment terms granted to the
Partnerships by the portfolio company or potential portfolio company, as well as
necessary due diligence expenses on a portfolio company or potential portfolio
company which are incurred outside the normal course of the Partnerships'
operations.

            (d) The Manager shall prepare an annual budget for all expenses to
be borne by the Partnerships pursuant to paragraphs (b) and (c) above (including
Extraordinary Transaction Related Expenses) and such budget will be subject to
the prior approval by a majority of the Independent Board Members of the
Oversight Board. In the absence of any such approval, the Partnerships shall be
subject to the level of expenses set forth in the budget most recently approved.

      3. Subadvisor and Administrators. It is understood that the Manager shall
employ one or more subadvisors approved by the Oversight Board with respect to
its responsibilities under Section 1(a) above or administrators approved by the
Oversight Board with respect to its responsibilities under Section 1(b) above
(each a "Subadvisor" or "Administrator", as the case may be); provided, that any
such Subadvisor and Administrator shall be subject to the restrictions and
limitations, and entitled to the rights and benefits, set forth herein as are
applicable to the Manager. The Manager shall remain responsible for all acts and
omissions of any such Subadvisor or Administrator as if such acts and omissions
were its own. Pursuant to the foregoing, Pioneer Investment Poland Sp. z o. o.
(the "Advisor") (which is an affiliate of The Pioneer Group, Inc.) is authorized
to serve as the Subadvisor of the Partnerships and Abacus Asset Management is
authorized to serve as the Administrator of the U.S. Partnership and Coopers &
Lybrand, London as Administrator of the U.K. Partnership.

      4. Fees. The Partnerships shall pay the following fees to the Manager:

            (a) Basic Management Fee. In consideration for the management
services rendered by the Manager hereunder, the Partnerships shall pay to the
Manager an annual fee at the rate of


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2% of the sum of (A) aggregate Subscribed Capital (as defined below) net of
placement fees and other offering and organizational expenses borne by the
Partnerships, until the Commitment Termination Date, and thereafter Total
Drawndown Capital (as defined below), net of placement fees and other offering
and organizational expenses borne by the Partnerships, plus (B) gains realized
upon the disposition of any of the Partnerships' investments in Polish Issuers
which have not been distributed to Owners, less (c) realized losses from the
disposition of the Partnerships' investments in Polish Issuers, less (D)
Subscribed Capital (or after the Commitment Termination Date, Total Drawndown
Capital) cancelled or returned; provided, that the fee for any commencing
period or terminating period shall be calculated and paid pro rata. For purposes
hereof, "Subscribed Capital" means the capital which has been contributed, or
which may in the future, pursuant to the terms of the respective partnership
agreements of the Partnerships, be required to be contributed, to the capital of
a Partnership, by Owners for their Interests, and "Total Drawndown Capital" at
any time means the aggregate amount of cash actually contributed by all Owners
to the capital of the Partnerships. Such fees shall be calculated and accrued
monthly and shall be payable in arrears on the last business day in each
calendar month. The amount of each such fee shall be reported to the
Partnerships as soon as it has been calculated and shall be accompanied by a
statement prepared by or on behalf of the Manager showing the calculation
thereof.

             (b) Incentive Management Fee. In further consideration for the
advisory services rendered by the Manager hereunder, the Partnerships shall pay
to the Manager, as an Incentive Fee, following such time as the aggregate amount
distributed to Owners by the Partnerships equals the sum of (i) Total Drawndown
Capital actually contributed by all Owners (including the general partners of
the Partnerships (the "General Partners")) to the capital of the Partnerships,
plus (ii) the Preferred Return (as defined below), an amount equal to 25% of all
additional amounts otherwise available for distribution by the Partnerships to
the Owners (including the General Partners) (i.e., for each $.75 distributed to
the Owners, $.25 shall be paid to the Manager as an Incentive Fee). The
Incentive Fee shall be paid concurrently with distributions by the Partnerships
to the Owners thereof. For purposes hereof, "Preferred Return" means an 8%
return (compounded annually) on the Total Drawndown Capital actually contributed
by all Owners to the capital of the Partnerships.


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      5. Termination of Manager.

            (a) This Agreement shall continue in effect until each of the
Partnerships shall have been terminated and the business of the Partnerships
wound up, except as set forth in paragraph (b) and (c) below.

            (b) Except as hereinafter provided, the Manager shall be entitled to
resign its appointment hereunder by giving not less than six months' notice in
writing to the Oversight Board; provided, however, that the resignation of the
Manager shall not take effect unless and until a new Manager shall have been
appointed by a majority (including (A) any member nominated by the EBRD, (B) any
member nominated by DEG so long as DEG continues to own at least DEG's Required
Investment and (C) the Pittsburgh Representative so long as the Pittsburgh Group
continues to own at least the Pittsburgh Group's Required Investment) of the
members of the Oversight Board.

            (c)   (i) Subject to paragraph (ii) below, the Oversight Board
                  shall, if the Owners holding a majority of the aggregate
                  number of Interests in both Partnerships (voting together as a
                  single class) so vote pursuant to the terms of their
                  respective Partnership Agreements, terminate the appointment
                  of the Manager following 30 days' written notice to the
                  Manager in any of the following events:

                        (1)   if the Manager or the Advisor goes into
                              liquidation (except a voluntary liquidation
                              contemplated by this Agreement or for the purpose
                              of reconstruction or amalgamation upon terms
                              previously approved in writing by the Oversight
                              Board) or becomes bankrupt as defined in Article
                              13 of the Interpretation (Jersey) Law 1954 or any
                              other governing insolvency law or if a receiver is
                              appointed for any of the assets of the Manager or
                              the Advisor; or

                        (2)   if the Manager or any Affiliate of the Manager has
                              been convicted of a felony or an indictable
                              offence (but only if such conviction has had a
                              material adverse effect on the reputation of the
                              Partnerships); or


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                        (3)   if the Manager shall commit any material breach of
                              its obligations under this Agreement and (if such
                              breach shall be capable of remedy) shall fail to
                              cure such breach within thirty days of receipt of
                              notice in writing served by the Oversight Board
                              requiring it to do so.

                  (ii) Notwithstanding the provisions of paragraph (i) above,
                  the Oversight Board shall not terminate the appointment of the
                  Manager without the prior written consent of (x) the EBRD at
                  any time during which the EBRD has the right to have its
                  nominee on the Oversight Board as provided in Section 7(a)
                  hereof, (y) DEG at any time during which DEG continues to own
                  at least DEG's Required Investment and (z) the Pittsburgh
                  Representative at any time which the Pittsburgh Group
                  continues to own at least the Pittsburgh Group's Required
                  Investment.

      6. Conflicts of Interest.

            (a) Subject to the restrictions set forth below, nothing in this
Agreement shall in any way limit or restrict the Manager or any of its officers,
directors or employees, or any Subadvisor or Administrator appointed pursuant
hereto, or any of their respective officers, directors or employees, from
buying, selling or trading in any securities for its or their own accounts or
other accounts. The Manager, and any Subadvisor or Administrator appointed
pursuant hereto, may act as an investment advisor or manager to any other
person, firm or corporation, and may perform management and any other services
for any other person, association, corporation, firm or other entity pursuant to
any contract or otherwise, and take any action or do any thing in connection
therewith or related thereto; and no such performance of management or other
services or taking of any such action or doing of any such thing shall be in any
manner restricted or otherwise affected by any aspect of any relationship of the
Manager to or with the Partnerships or deemed to violate or give rise to any
duty or obligation of the Manager to the Partnerships except as otherwise
imposed by law, so long as such duties do not adversely affect the performance
of the Manager's obligations hereunder. The Partnerships recognize that the
Manager, in effecting transactions for its various accounts, may not always be
able to take or liquidate investment positions in the same security at the same
time and at the same price. The Manager shall not be deemed to be affected with
notice of, or to be under any duty to disclose to the Partnerships, any fact or
thing which may come to the notice of the Manager, or any servant or agent of
the Manager (including any Subadvisor or Administrator appointed


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hereto), in the course of the Manager rendering similar services to others or in
the course of its business in any other capacity or in any manner whatsoever
otherwise than in the course of carrying out its duties hereunder.

            (b) Notwithstanding the foregoing, except as set forth in Section
6(c) below or with the consent of the Oversight Board pursuant to Section 7(b)
below:

                  (i) in the event that the Manager or any of its Affiliates (as
defined in Section 9 below) identifies investments which meet the Investment
Objective and Investment Policies of the Partnerships (as defined in the
respective partnership agreements) as well as other investment accounts over
which the Manager or its Affiliates have discretion, the Manager and such
Affiliates will make such investments available to the Partnerships before
offering such investments to any such other accounts;

                  (ii) the Manager will not permit the Partnerships to acquire
any securities from, or to invest in any company whose securities are held, to
the actual knowledge of the Manager or the Advisor, by, or which has borrowed
funds from, the General Partners, the Manager, the Advisor or any Affiliate of
the General Partners, the Manager or the Advisor, including any other investment
fund managed by the General Partners, the Manager or the Advisor;

                  (iii) the Manager will not, and will cause its Affiliates to
not, participate for their own account, directly or indirectly, in any offering
by an issuer of privately placed securities in which the Partnerships also
participate unless the Partnerships have purchased the maximum number of
securities in such offering that they are permitted to purchase pursuant to the
Partnerships' investment restrictions; and

                  (iv) without the consent of Owners holding at least 75% of the
aggregate number of Interests in both Partnerships (voting together as a single
class), and in any event subject to the provisions of paragraph (i) above, the
Manager will not, and will cause its Affiliates to not, organize or commence
participation in the management of any investment fund having as its primary
investment objective the attainment of long-term capital appreciation primarily
by making direct investments in unlisted equity and equity-related securities of
Polish Issuers (as defined in the partnership agreements of the partnerships),
until (A) the aggregate purchase price (measured at the time of purchase) of
securities purchased in Polish Issuers (including loans to Polish Issuers and
amounts allocated by the Manager to support guarantees made on behalf of Polish
Issuers) equals at least 75% of (x) until the Commitment Termination Date, the


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aggregate amount of Subscribed Capital; and (y) thereafter, the Total Drawndown
Capital actually contributed to the Partnerships; and (B) 100% of the aggregate
amount of the Subscribed Capital or Total Drawndown Capital, as the case may be,
which had been returned to the Partnerships following the disposition of an
investment in Polish Issuers has been reinvested or committed to investments in
Polish Issuers or distributed or otherwise paid to the Owners or their
Affiliates. For purposes hereof, "committed to investments" shall also include
funds which are designated as reasonable reserves for additional investments in
existing portfolio companies, even if they have not been contractually committed
to be invested.

            (c) Notwithstanding the foregoing, the Partnerships understand and
agree that: (i) Pioneer First Polish Trust Fund Joint Stock Company, an
Affiliate of the Manager, may purchase and sell securities of Polish Issuers in
its capacity as investment adviser to one or more open-end mutual funds
organized to invest in securities that are publicly traded (the "Open-End
Funds"); (ii) portfolio decisions and results of the Partnerships' investments
may differ from or be the same as those of the Open-End Funds; and (iii) Pioneer
First Polish Trust Fund Joint Stock Company is not obligated to make available
to the Manager or any other person any portfolio information or strategies used
or developed in managing the Open-End Funds, or to make investments on behalf of
the Partnerships.

      7.    Oversight Board.

            (a) Designation. An Oversight Board shall be constituted, comprising
the following persons: (i) three (3) representatives of the Manager (one of whom
shall be the Chairman of the Oversight Board); (ii) one (1) representative of
the Placement Agent; (iii) four representatives of the Owners, elected by the
Owners holding a majority of the aggregate number of the Interests in both
Partnerships (voting together as a single class) (including (A) one EBRD
representative for as long as the EBRD owns no less than 10% of the aggregate
number of Interests in the Partnerships, (B) one DEG representative for as long
as DEG owns at least the lesser of (x) 10% of the aggregate number of Interests
in the Partnerships or (y) 11.3 Interests, and (C) one representative (who shall
be unanimously agreed on by the Owners comprising the Pittsburgh Group) of the
Pittsburgh Group for as long as the Pittsburgh Group owns at least 10.5
Interests) and (iv) one person designated by the Manager, which person shall be
unaffiliated with both the Manager and the Owners. The member of the Oversight
Board named below as having been designated pursuant to clause (iv) above will
serve in such capacity until the first annual meeting of Owners, at which time
such person or a replacement nominated by the Manager shall be subject to
election


                                      -15-
<PAGE>   16

by the Owners holding a majority of the aggregate number of Interests in both
Partnerships (voting together as a single class). In the event the person
nominated by the Manager for election pursuant to clause (iv) above is not so
approved, the Manager shall nominate such other person(s) until a person has
been approved by the Owners holding a majority of the aggregate number of
Interests in both Partnerships (voting together as a single class). The members
of the Oversight Board nominated by the EBRD, DEG and the Pittsburgh Group shall
be members of such board only for so long as the EBRD, DEG and the Pittsburgh
Group, respectively, own at least the applicable number of Interests specified
above in this Section 7(a). The initial members of the Oversight Board are as
follows:

      Representatives of                         John F. Cogan, Jr.
          the Manager                            David D. Tripple
                                                 Alicja K. Malecka

      Representative of
          Bear, Stearns & Co. Inc.               Brian V. Murray

      Representative of EBRD                     Charles Wrangham

      Representative of DEG                      Klaus Overbeck

      Representative of
          the Pittsburgh Group                   Henry Posner

      Representative of other                    _________________________
          Owners

      Independent Representative                 _________________________

            (b) Certain Actions Requiring Consent. Without the consent of (x) a
majority of the members of the Oversight Board, and (y) in the case of clause
(i) below, a majority of the Independent Board members and (z) in the case of
clauses (ii) and (iii) below (A) the member, if any, required by the terms of
Section 7(a) hereof to be designated by the EBRD, (B) the member, if any,
required by the terms of Section 7(a) hereof to be designated by DEG and (C) the
member, if any, required by the terms of Section 7(a) hereof to be designated by
the Pittsburgh Group (in addition to any consent of Owners which may otherwise
be required), neither the Manager nor either Partnership shall:

                  (i) take any action involving, or enter into any transaction
between, or constituting a conflict of interest among, the Partnerships, on the
one hand, and the Manager or any of its affiliates, on the other hand (other
than agreements contemplated


                                      -16-
<PAGE>   17

by the Memorandum), or otherwise engage in any activity prohibited by Section
6(b) above;

                  (ii) modify the Investment Objective, Investment Policies or
the Investment Restrictions set forth in the respective partnership agreements
of the Partnerships; or

                  (iii) make any investments (other than short-term investments
in liquid securities) on behalf of the Partnerships after the fifth anniversary
of the date hereof.

            (c) Limitations on Oversight Board Members. The Oversight Board
shall not nor shall any member of the Oversight Board take part in the
management of the business or assets of the Partnerships or hold himself out to
be or be held out by the Partnerships or the Manager as taking part in the
management of the Partnerships nor shall any member of the Oversight Board have
the power or capacity to bind the Partnerships or hold himself out or be held
out by any other members of the Oversight Board or by the Partnerships or by the
Manager as having the power or capacity to bind the Partnerships, provided that
nothing in this section shall prevent those members of the Oversight Board who
are representatives of the Manager from performing in their capacities as
representatives of the Manager (but not in their capacities as members of the
Oversight Board) those functions which as representatives of the Manager they
are employed or engaged by the Manager to perform.

            (d) Indemnification. No member of the Oversight Board shall have any
liability to either Partnership or to any Owner for any loss suffered by a
Partnership which arises out of any action or inaction of such member in his or
her capacity as a member of the Oversight Board if such member determined
reasonably and in good faith that the action or inaction was in or not opposed
to the best interests of the Partnerships and the action or inaction did not
constitute Negligence or intentional misconduct of the member. Each member of
the Oversight Board shall be indemnified by the Partnerships against any losses,
judgments, liabilities, expenses and amounts paid in settlement of any claims
sustained by such member which arise out of any action or inaction of such
member in his or her capacity as a member of the Oversight Board if such member
determined reasonably and in good faith that such action or inaction was in or
not opposed to the best interests of the Partnerships and such action or
inaction did not constitute Negligence or intentional misconduct of the member.
With respect to any action, suit, proceeding or investigation for which
indemnity will or could be sought, the Partnerships, acting through the Manager,
will be entitled to participate therein at their own expense and/or to assume
the defense thereof at their own expense, with legal counsel reasonably
acceptable to the


                                      -17-
<PAGE>   18

person seeking indemnification. In the event that the partnerships do not assume
the defense of any action, suit, proceeding or investigation for which indemnity
has been sought, any expenses (including attorneys' fees) incurred by the person
seeking indemnification in defending a civil or criminal action, suit,
proceeding or investigation or any appeal therefrom shall be paid by the
Partnerships in advance of the final disposition of such matter upon receipt of
an unsecured undertaking by the person indemnified to repay such payment if it
is ultimately determined by a court of proper jurisdiction that indemnification
for such expenses is not permitted by law or authorized by this Agreement, and
if such repayment is not made within thirty days of demand, interest shall be
payable thereon from the date of demand until repayment at the three-month LIBOR
rate for such amount and currency. The Partnerships shall not indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person unless the initiation thereof was approved by a
majority of the Independent Board Members. The indemnification rights provided
in this Section (i) shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any law, agreement or vote of the
Owners, and (ii) shall inure to the benefit of the heirs, executors and
administrators of such persons. Any indemnity under this subsection shall be
paid from, and only to the extent of, Partnership assets and no Owner shall have
any personal liability on account thereof. For purposes of this Agreement,
"Negligence" by any person means the failure of such person, other than in the
exercise of such person's good faith business judgment, to perform a manifest
duty in disregard of the consequence of the action or omission constituting such
failure, taking into account in determining whether such person has been
Negligent, the facts available to such person at the time of such failure and
the circumstances then existing.

            (e) Meetings of the Oversight Board. (i) Meetings of the Oversight
Board for any purpose may be called by the Manager at any time and shall be
called by the Manager within ten days after written request for such a meeting
signed by a majority of the Independent Board Members. Any such request shall
state the purpose of the proposed meeting and the matters proposed to be acted
upon thereat. Meetings shall be held at the principal office of the Manager or
at such other place outside the United States and the United Kingdom as may be
designated by the Manager, or, if the meeting is called upon the request of the
members of the Oversight Board, such place outside the United States and the
United Kingdom as is designated by such members of the Oversight Board. In the
event that any member of the oversight Board is unable to attend a meeting of
the Oversight Board, such member may appoint an alternate to attend such meeting
and the actions of the alternate at such meeting shall have the same force and
effect as


                                      -18-
<PAGE>   19

if they had been taken by the member unable to attend the meeting; provided,
that the Manager has been given at least four days' prior written notice of such
alternate's appointment.

            (ii) Notice of any meeting to be held pursuant to paragraph (i)
shall be given not less than seven days nor more than 30 days before the date of
the meeting, to each member of the Oversight Board at his address which he may
have furnished in writing to the General Partner of a Partnership. Such notice
shall be in writing, and shall state the place, date and hour of the meeting and
shall indicate that the notice is being issued at or by the direction of the
Manager or the members of the Oversight Board calling the meeting.

      8. Relationship Among the Partnerships. The Partnerships and the Manager
agree as follows:

            (i) All expenses to be borne by the Partnerships pursuant hereto
(including all fees payable hereunder) shall be borne severally by the
Partnerships in proportion to the Interests of their respective Owners;

            (ii) Subject to Section 1(c) (6) above, all investment decisions and
other activities of the Manager on behalf of the Partnerships pursuant to this
Agreement shall be for the accounts of both of the Partnerships, in proportion
to the Interests of their respective Owners, so that at all times the portfolios
of the Partnerships will be identical in all respects, in the proportion that
Interests of their respective Owners bear to each other; and

            (iii) The relationship created among the Partnerships pursuant to
this Agreement is one of contract only, and not of a partnership or joint
venture, and does not create an entity of any kind, and neither Partnership
shall have the right to bind or to act for the other in any way whatsoever. All
references to the "Partnerships" herein shall mean the Partnerships individually
and collectively, and no Partnership shall take any action inconsistent with the
limitations on the Partnerships herein.

      9. Liability; Indemnification of Manager. The Manager and any
Administrator and Subadvisor (and their respective Affiliates) shall not have
any liability to either Partnership or any Owner for any loss suffered by a
Partnership which arises out of any action or inaction of the Manager or any
Administrator or Subadvisor (or their respective Affiliates) if (i) such entity
or person, as the case may be, determined reasonably and in good faith that the
action or inaction was in or not opposed to the best interests of the
Partnerships; (ii) the action or inaction did not constitute Negligence or
intentional misconduct of the


                                      -19-
<PAGE>   20

entity or person, as the case may be; and (iii) the action or inaction did not
violate the investment policies, objectives or restrictions of the Partnerships.
Each of the Manager and any Administrator and Subadvisor (and their respective
Affiliates) (the "Indemnified Parties") shall be indemnified by the Partnerships
against any losses, judgments, liabilities, expenses and amounts paid in
settlement of any claims sustained by it which arise out of any action or
inaction by an Indemnified Party in connection with the Partnerships if such
Indemnified Party determined reasonably and in good faith that such action or
inaction was in or not opposed to the best interests of the Partnerships and
such action or inaction did not constitute Negligence or intentional misconduct
of the Indemnified Party. The Partnerships shall not indemnify any Indemnified
Party in connection with a proceeding (or part thereof) initiated by such party
unless the initiation thereof was approved by a majority of the Independent
Board Members. The indemnification rights provided in this Section shall (i) not
be deemed exclusive of any other rights to which an Indemnified Party may be
entitled under any law, agreement or vote of the Owners, and (ii) shall inure to
the benefit of the heirs, executors and administrators of such persons. Any
indemnity under this Section shall be paid from, and only to the extent of,
Partnership assets and no Owner shall have any personal liability on account
thereof.

      For purposes of this Agreement, the term "Affiliates" shall mean any
person who: (i) directly or indirectly controls, is controlled by, or is under
common control with the Manager; (ii) owns or controls 10% or more of the
outstanding voting securities of the Manager; or (iii) is an officer, director,
partner, trustee or employee of the Manager or any such other person; provided,
however, that for purposes of Section 6 above, no person shall be deemed to be
an Affiliate of the Manager unless The Pioneer Group, Inc. directly or
indirectly has operational (as contrasted with ownership) control of such
person.

      Each member of the Oversight Board and each Indemnified Party shall ensure
that all reasonable steps are taken to avoid or mitigate any loss or liability
which might give rise to an indemnification of such member or Indemnified Party
under Section 7(d) or this Section 9. Each such member and each Indemnified
Party shall exercise reasonable care in the selection, instruction, engagement,
retention and supervision of agents. If a member of the Oversight Board or an
Indemnified Party becomes aware of a matter that may give rise to its ability to
be indemnified under Section 7(d) or this Section 9, it shall use all reasonable
efforts to give notice of such matter as soon as practicable to the Owners. No
member of the oversight Board shall be deemed to be affected with notice of, or
to be under any duty to disclose to the Oversight Board or to either
partnership, any


                                      -20-
<PAGE>   21

fact or thing which may come to the notice of such member, or any servant or
agent or employer of such member, in the course of such member rendering similar
services to others or in the course of such member's business in any other
capacity or in any manner whatsoever otherwise than in the course of carrying
out his duties as a member of the Oversight Board.

      The provisions of this Section 9 and of Section 7(d) shall survive the
termination of this Agreement. Any person who is entitled to indemnification
hereunder is hereby designated as a third party beneficiary under this Agreement
and shall be entitled to enforce its rights hereunder as if it were a party
hereto.

      10. Calculation and Publication of Net Asset Value. The net asset value of
Interests ("Net Asset Value") will be determined monthly as of the close of
regular trading on the Luxembourg Stock Exchange on the last day on which such
exchange is open for trading during such month. Such Net Asset Value will be
transmitted from outside the United States to Owners generally by facsimile to
the facsimile number provided by them to the Manager. Net Asset Value will be
computed as set forth in Appendix A.

      11. Miscellaneous.

            (a) The Manager is an independent contractor and not an employee or
agent of the Partnerships for any purpose. If any occasion should arise in which
the Manager gives any advice to its clients concerning the securities owned by
the Partnerships, the Manager will act solely as investment counsel for such
clients and not in any way on behalf of the Partnerships.

            (b) This Agreement states the entire agreement of the parties hereto
with respect to the subject matter hereof, and is intended to be the complete
and exclusive statement of the terms hereof.

            (c) This Agreement and all performance hereunder shall be governed
by and construed in accordance with the substantive laws of the State of
Delaware.

            (d) Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.


                                      -21-
<PAGE>   22

            (e) The parties to this Agreement acknowledge and agree that all
liabilities of the Partnerships arising hereunder, whether direct or indirect,
and of any and every nature whatsoever shall be satisfied solely out of the
assets of the Partnerships and that no General Partner or other controlling
person of a partnership, or director, officer or investor in any of such
entities shall be personally liable for any of the foregoing liabilities.

            (f) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

            (g) This Agreement shall inure to the benefit of, and be binding
upon, the Partnerships, the Manager, and their respective successors.

            (h) This Agreement may only be amended with the consent of each of
the parties hereto, acting, in the case of the Partnerships, in accordance with
their respective Partnership Agreements.

            (i) Any dispute, controversy or claim arising out of or relating to
this Agreement, or the breach, termination or invalidity hereof, shall be
referred to and finally resolved by arbitration administered by the London Court
of International Arbitration in accordance with the UNCITRAL Arbitration Rules
as in force and effect on the date of this Agreement. Any dispute shall be
submitted to an arbitral tribunal of one arbitrator appointed by the London
Court of International Arbitration which shall, regardless of the number of
parties to such dispute, be empowered to act as the appointing authority for
such purposes. The place of arbitration shall be London, England, and the
English language shall be used throughout the arbitral proceedings.


                                      -22-
<PAGE>   23

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.

ATTEST:                                PIONEERING MANAGEMENT (JERSEY)
                                         LIMITED

/s/ Catherine Wilson                   By: /s/ Peter A. N. Bailey
----------------------------              ----------------------------
CATHERINE WILSON                          Peter A. N. Bailey, Director

ATTEST:                                PIONEER POLAND U.S., L.P.

                                       By: Pioneer Poland U.S. (Jersey)
                                            Limited, General Partner

/s/ [Signature]                           By: /s/ Michael D. De Figueiredo
----------------------------                  ----------------------------
    [Signature]                                   Michael D. De Figueiredo
                                                  Director

ATTEST:                                PIONEER POLAND UK, L.P.

                                       By: Pioneer Poland UK Limited,
                                            General, Partner

/s/ M. D. Caro                            By: /s/ David N. Hartford
----------------------------                  ----------------------------
    M. D. CARO                                    David N. Hartford
                                                  Director


                                      -23-
<PAGE>   24

                                   Appendix A

                        Determination of Net Asset Value

      1. The Net Asset Value of each of the Partnerships shall be determined for
each Valuation Day in respect of all the assets comprised in the portfolio of
the Partnership as at the close of regular trading on the Luxembourg Stock
Exchange on the Valuation Day less all the liabilities of the Partnership at
that time. The values of such assets and liabilities shall be determined as
hereinafter provided by reference to the latest prices and values available to
the Manager at the commencement of business on the business day immediately
following the Valuation Day and the Manager may rely upon any reputable systems
for the determination of prices, exchange rates or values for the purpose
hereof. For purposes hereof, "Valuation Day" means the last business day in each
month or such other days as may be determined by the Board of Directors from
time to time either temporarily or permanently; provided that if the Board of
Directors changes any permanent Valuation Day other than temporarily they shall
notify the Owners in writing of such change, either before or not later than 21
days after such change is made.

      2. Any expense or liability of a Partnership may be amortized over such
period as the Manager may determine (and the Manager may at any time and from
time to time determine to lengthen or shorten any such period), and the
unamortized amount thereof at any time shall also be deemed to be an asset of
the Partnership.

      3. Treasury bills, bonds, notes, debentures, debenture stocks,
certificates of deposit, bank acceptances, trade bills and similar assets shall
be valued at the last known price on the market on which these assets are traded
or admitted for trading or if there has not been any dealing in the relevant
investment on the relevant business day, the closing middle market dealing price
on the relevant market (being the market which is the sole or in the opinion of
the Manager the principal market on which the assets in question are quoted or
dealt in) as certified to the Manager by a responsible banker accustomed to deal
on such market.

      4. All valuations of currency futures contracts, interest rate futures
contracts, forward currency and bond contracts and other financial futures
contracts and traded options shall be assessed by reference to the latest prices
on the relevant market.


<PAGE>   25

      5. Deposits shall be valued at their principal amount plus accrued
interest from the date on which the same was acquired or made.

      6. Save as otherwise herein provided:

            (a)   investments listed, quoted or dealt in on a stock exchange
                  shall be valued at the last sale price on the Valuation Day on
                  the stock exchange on which these assets are traded or
                  admitted for trading or if there has not been any dealing in
                  the relevant investment on the relevant Valuation Day the most
                  recent sale price on the relevant stock exchange (being the
                  stock exchange which is the sole or in the opinion of the
                  Manager the principal stock exchange on which the investment
                  in question is listed, quoted or dealt in); and

            (b)   interest bearing assets shall be valued at cost plus accrued
                  interest from the date of acquisition and adjusted by an
                  amount equal to any discount or premium on the sum of the
                  nominal value and accrued interest at the date of acquisition
                  at which they were acquired divided by the number of days
                  unexpired at the date of acquisition and multiplied by the
                  number of days elapsed from the date of acquisition to the
                  date as of which the assets are being valued.

       7.   (a)   Where a Partnership has entered into a forward contract for
                  the sale of any asset there shall be included in the assets of
                  the Partnership the price payable to the Partnership under
                  such contract and in the liabilities of the Partnership the
                  cost of purchasing the asset.

            (b)   Where a Partnership has entered into a forward contract for
                  the purchase of any asset that asset shall be included in the
                  assets of the Partnership valued as above and there shall be
                  included in the liabilities of the Partnership the price
                  payable by the Partnership under that contract.

       8.   (a)   Where an option to purchase an asset of a Partnership subsists
                  but has not been exercised the value of the asset subject to
                  that option shall be calculated by reference to the agreed
                  price at which the option is exercisable (the "Striking
                  Price") at any time at which the Striking Price is


                                      -2-
<PAGE>   26

                  lower than the price by reference to which the value would
                  otherwise be calculated.

            (b)   Where an option subsists to purchase an asset of a Partnership
                  no account shall be taken of the asset subject to that option
                  until the said option shall have been exercised.

      9. In the case of any asset for which no price quotations are available as
above provided, the fair value thereof shall be determined in good faith by the
Manager; provided that, in the absence of a significant third party transaction
with respect to a security for which no price quotations are available as above
provided, such security will be valued at its U.S. dollar cost unless there is a
basis, such as bankruptcy or other adverse development affecting the security or
the issuer thereof, for a lesser carrying value.

      10. If any asset is realized or contracted to be realized at a known value
the net proceeds of such realization shall be taken into account in lieu of any
other method of determining the value of the investment concerned.

      11. Where express provision is not made in this appendix for the valuation
of any particular asset the same shall be valued on such basis as the Manager
shall reasonably determine, subject to Section 13 below.

      12. For the purpose of valuing a Partnership's assets as aforesaid the
Manager may rely upon the opinions of any persons who appear to be competent to
value assets by reason of any appropriate professional qualification or of
experience of any relevant market.

      13. Notwithstanding the foregoing, the Oversight Board (by majority vote,
including at least one director who is a representative of the Manager), may:

            (a)   permit some other method of valuation to be used if they
                  consider that such valuation better reflects the fair value of
                  any asset; and

            (b)   in relation to any Valuation Day carry out a special valuation
                  to determine the Net Asset Value of the Partnerships if in the
                  view of the Oversight Board members circumstances merit such a
                  calculation and in such event the specially calculated Net
                  Asset Value shall apply for all relevant purposes for the
                  relevant Valuation Day.


                                      -3-
<PAGE>   27

      14. All securities and other assets quoted or denominated in currencies
other than the U.S. dollar will be valued in U.S. dollars on the basis of the
exchange rate prevailing at the time the investment in such securities or other
assets was made or, if there is a significant third party transaction as
described in Section 9 above, then at the time of such transaction.

      15. Any valuations made pursuant to this appendix shall be binding on all
persons.


                                      -4-
<PAGE>   28

                     AMENDMENT TO JOINT MANAGEMENT AGREEMENT

      This amendment (the "Amendment") to the Joint Management Agreement, dated
as of January 20, 1995, among Pioneering Management (Jersey) Limited, Pioneer
Poland U.S., L.P. and Pioneer Poland UK, L.P. (the "Agreement") is made,
pursuant to Section 11(h) of the Agreement.

      The Agreement is hereby amended:

      1.    By (A) redesignating "(x)", "(y)" and "(z)" contained in 5(c)(ii) as
            "(v)", "(w)" and "(x)", (B) deleting the word "and" from the ninth
            line of such Section and replacing it with "," and (C) inserting the
            following words immediately after the words "least the Pittsburgh
            Group's Required Investment" contained in Section 5(c) (ii):

            , (y) Commerzbank AG at any time during which Commerzbank AG has the
            right to have its nominee on the Oversight Board as provided in
            Section 7(a) hereof, and (z) State of Wisconsin Investment Board
            ("SWIB") at any time during which SWIB has the right to have its
            nominee on the Oversight Board as provided in Section 7(a) hereof

      2.    By (A) deleting the words "three (3)" from the second line of
            Section 7(a) and replacing them with the words "four (4)" and (B)
            deleting the word "four" from the fifth line of Section 7(a) and
            replacing it with the word "five".

      3.    By deleting the word "and" from the twelfth line of Section 7(a) and
            inserting the following words immediately after the words "owns at
            least 10.5 Interests" contained in Section 7(a):

            , (D) one Commerzbank AG representative for as long as Commerzbank
            AG owns at least 20.618 Interests in the Partnerships, and (E) one
            SWIB representative for as long as SWIB owns at least 20.618
            Interests in the Partnerships

      4.    By (A) deleting the word "and" from each of the thirtieth and
            thirty-first lines of Section 7(a) and replacing it, in each case,
            with "," and (B) inserting the following words immediately after the
            words "Pittsburgh Group" contained in each such line:


<PAGE>   29

Amendment to Joint Management Agreement
September 15, 1995
Page 2

             , Commerzbank AG and SWIB

       5.    By inserting the name "Frank Polestra" beneath the name "Alicja K.
             Malecka" contained in Section 7(a) and deleting the words
             "Representative of other Owners _____________ Independent
             Representative ________ " and replacing them with the following
             words:

             Representative of Commerzbank AG         Paul G. Hammer

             Representative of SWIB                   James R. Severance

             Independent Representative               David A. Bailey

      This amendment shall become effective as of the 15th day of September,
1995 upon its execution by the undersigned.


PIONEERING MANAGEMENT (JERSEY) LIMITED


By: /s/ G. W. Fisher
   -----------------------------
                    ,  Director

PIONEER POLAND U.S., L.P.

By: Pioneer Poland U.S. (Jersey)
    Limited, General Partner

    By: /s/ G. W. Fisher
       ------------------------

PIONEER POLAND UK L.P.

By: Pioneer Poland UK Limited,
    General Partner

    By: /s/ Godfrey Whitehead
       ------------------------


<PAGE>   30

                     AMENDMENT TO JOINT MANAGEMENT AGREEMENT

      THE JOINT MANAGEMENT AGREEMENT, dated as of January 20, 1995 (as amended
to date, the "Agreement"), by and among Pioneer Poland U.S., L.P., a limited
partnership organized under the laws of Delaware, the United States, and Pioneer
Poland UK L.P. a limited partnership organized under the laws of England
(collectively, the "Partnerships" and individually, a "Partnership"), and
Pioneering Management (Jersey) Limited, a corporation organized under the laws
of Jersey, Channel Islands (the "Manager"), is hereby amended, effective as of
the 3rd day of August, 1999.

      WHEREAS, the Partnerships and the Manager desire to amend certain
provisions of the Agreement, and all of the partners in each of the Partnerships
has approved such amendment.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

      1. Amendment to Section 4. Section 4 of the Agreement is hereby amended by
deleting therefrom Subsection (b) thereof (Incentive Management Fee).

      2. In all other respects, the Agreement is hereby ratified and confirmed.

      IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above.

                                 PIONEERING MANAGEMENT (JERSEY) LIMITED

                                 By:    /s/ PETER A. N. BAILEY
                                    ---------------------------
                                 Name:  PETER A. N. BAILEY
                                      -------------------------
                                 Title: Director
                                       ------------------------


<PAGE>   31

                           PIONEER POLAND U.S., L.P.

                           By Pioneer Poland GP Limited Partnership,
                                 General Partner

                              By Pioneer Poland U.S. (Jersey) Limited,
                                 General Partner

                                 By:    /s/ PETER A. N. BAILEY
                                    ---------------------------
                                 Name:  PETER A. N. BAILEY
                                      -------------------------
                                 Title: Director
                                       ------------------------

                           PIONEER POLAND UK L.P.

                           By Pioneer Poland GP Limited Partnership, General
                              Partner

                              By Pioneer Poland U.S. (Jersey) Limited,
                                 General Partner

                                 By:    /s/ PETER A. N. BAILEY
                                    ---------------------------
                                 Name:  PETER A. N. BAILEY
                                      -------------------------
                                 Title: Director
                                       ------------------------


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