Exhibit 4.7


                            SHARE EXCHANGE AGREEMENT

         SHARE EXCHANGE AGREEMENT,  dated as of December 29, 2000 by and between
W.P.  Stewart & Co. Ltd., a Bermuda  company ("WPS  Ltd."),  and TPR & Partners,
N.V.,  a  corporation   organized  under  the  laws  of  The  Netherlands  ("TPR
Netherlands").

         WHEREAS,  TPR Netherlands  owns 8,700 shares of the capital stock,  par
value  $US1.00  per share  ("TPRS  Capital  Stock")  of TPRS  Services  N.V.,  a
corporation  organized under the laws of Curacao,  Netherlands Antilles ("TPRS")
and either has  acquired,  or prior to the Closing Date (as defined  below) will
acquire,  an additional 6,300 shares of TPRS Capital Stock from TPR Curacao N.V.
("TPR Curacao"), a corporation organized under the laws of Curacao,  Netherlands
Antilles and a wholly-owned subsidiary of TPR Netherlands (such 8,700 shares and
6,300 shares of TPRS Capital Stock, collectively, the "TPRS Exchange Shares");

         WHEREAS,  WPS Ltd. is the owner of the remaining  15,000 shares of TPRS
Capital Stock;

         WHEREAS,  the parties  contemplate  that W.P.  Stewart Asset Management
(Europe),  Ltd., a Bermuda  company and a wholly owned  subsidiary  of WPS Ltd.,
will  acquire  all  of  the  capital   stock  of  TPR   Netherlands   (the  "TPR
Acquisition");

         WHEREAS,  TPR Netherlands and WPS Ltd. desire to effect the exchange of
814,000 WPS Ltd.  Common Shares (as defined  below) for the 15,000 TPRS Exchange
Shares, upon the terms and subject to the conditions set forth in this Agreement
(the "Share Exchange"); and

         WHEREAS, the Shares Exchange is a condition to the TPR Acquisition;

         NOW,  THEREFORE,  in  consideration of the premises and other covenants
and conditions contained herein, the parties hereto agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS

         1.1 Defined  Terms.  As used in this  Agreement,  the terms below shall
have the following meanings:

         "Adverse  Effect"  with  respect to any Person  shall mean a materially
adverse  effect  on  any of the  Share  Exchange,  the  TPR  Acquisition  or the
business,  capital  stock,  assets,  liabilities,   working  capital,  earnings,
condition  (financial or otherwise),  operating results,  prospects or employee,
client, customer or supplier relations of such Person, or the ability of


<PAGE>


such Person to perform its  obligations  under the  Transaction  Documents or to
conduct its business as presently conducted or as proposed to be conducted.

         "Affiliate" as applied to any Person,  means any other Person  directly
or  indirectly  controlling,  controlled  by or under direct or indirect  common
control  with,  such  Person.   For  purposes  of  this  definition,   "control"
(including,  with  correlative  meanings,  the terms  "controlled by" and "under
common control with"), as applied to any Person,  shall mean (a) the possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management or policies of such Person,  whether  through the ownership of voting
securities, by contract or otherwise, or (b) ownership,  directly or indirectly,
of 10% or more of the Equity Interests of such Person.

         "Agreement"  shall  mean this  Share  Exchange  Agreement,  dated as of
December  29,  2000,  by and  between  WPS  Ltd.  and TPR  Netherlands,  as such
agreement may be amended from time to time.

         "Closing  Date" shall mean the close of business on December  29, 2000,
or such  other date as may be  mutually  agreed  upon in writing by the  parties
hereto.

         "Consenting  Party" shall mean any Person whose consent or waiver is or
may be required under any Contract in connection with the Transaction  Documents
or the  consummation  by either  party of any of the  transactions  contemplated
thereby.

         "Contracts"  shall  mean any and all of the  agreements,  contracts  or
commitments of TPRS described in the TPRS Disclosure Schedules.

         "Effective Date" shall mean 12:01 a.m. on July 1, 2000.

         "Employee Plan" means any pension,  profit sharing, stock option, stock
appreciation,   employee  stock  purchase,  bonus,  benefit  or  other  plan  or
arrangement  providing  for deferred or other  compensation  to employees or any
other employee benefit, welfare or stock plan or arrangement including,  without
limitation,  any  arrangement,  policy,  plan or program relating to retirement,
disability, insurance, (including any self-insured arrangement),  severance pay,
supplemental   unemployment  benefit,   vacation,   leave  of  absence,   equity
participation,  stock purchase,  stock option,  stock  appreciation right or any
other incentive arrangement.

         "Encumbrance"   shall  mean  any  claim,   mortgage,   deed  of  trust,
restrictive  covenant,  reservation,  lien, pledge,  option,  charge,  easement,
security interest, right-of-way or other encumbrance of any kind or other rights
of third parties (including, without limitation,  preemptive rights), whether or
not filed,  recorded or otherwise perfected under applicable law, as well as the
interest of any vendor,  vendee or lessor or lessee under any conditional  sales
agreement, capital lease or other title retention agreement.

         "Equity  Interests"  shall  mean the  capital  stock  or  other  equity
interests  (including  the TPRS Capital Stock) or options,  warrants,  rights to
subscribe to, scrip calls, contracts, undertakings, arrangements, commitments to
issue or other  rights  of any kind to  acquire  capital  stock or other  equity
interests of any Person.


                                       2


<PAGE>


         "Indebtedness" shall mean, with respect to any Person, (a) indebtedness
for borrowed money or for the deferred purchase price of property or services in
respect of which such Person is liable, contingently or otherwise, as obligor or
otherwise  and any  commitment by which such Person  insures a creditor  against
loss, including contingent reimbursement  obligations with respect to letters of
credit,  (b) indebtedness  guaranteed in any manner by such Person,  including a
guarantee  in  the  form  of  an  agreement  to  repurchase  or  reimburse,  (c)
obligations under capitalized  leases in respect of which such Person is liable,
contingently or otherwise, as obligor,  guarantor or otherwise, or in respect of
which  obligations  such Person  insures a creditor  against  loss,  and (d) any
unsatisfied obligation of such Person to any Employee Plan.

         "Investment"  shall mean, with respect to any Person, (a) any direct or
indirect purchase or other acquisition by such Person of any notes, obligations,
instruments,  stock,  securities  or  other  ownership  or  beneficial  interest
(including  partnership  interests  and joint  venture  interests)  of any other
Person, and (b) any capital contribution by such Person to any other Person.

         "Legal Requirement" shall mean any action, law, statute,  treaty, rule,
regulation, order, ordinance, judgment, injunction, decree, award, determination
or direction of an arbitrator,  court or government  entity,  including  without
limitation,  any zoning,  environmental  or safety  requirement,  motor  vehicle
safety requirements or standards or any requirements arising thereunder.

         "Permits"  shall mean any and all of the  licenses,  permits  and other
regulatory or governmental authorizations,  accreditations,  approvals, waivers,
consents,  declarations or filings necessary or required to conduct the business
of TPRS as  presently  conducted or as proposed to be conducted or to enter into
the  Transaction  Documents  and to  consummate  the  transactions  contemplated
thereby.

         "Permitted   TPR  Assignee"   shall  mean  (i)  any  Affiliate  of  TPR
Netherlands as of the date hereof,  (ii) the children  and/or spouse of any such
Affiliate,  or (iii) Hermanus Theodorus Peek, Peter Jan Paul Rubingh,  Fokke Jan
Ozinga or Antonius Adrianus Maria Wijsman.

         "Permitted WPS Ltd. Assignee" shall mean any Affiliate of WPS Ltd.

         "Person" shall mean an individual,  partnership,  sole  proprietorship,
corporation, association, joint stock company, limited liability company, trust,
joint venture, unincorporated organization, governmental or regulatory authority
or any other entity or organization of any kind whatsoever.

         "Prospectus" shall mean that certain Prospectus, dated December 7, 2000
and  filed by WPS Ltd.  with the U.S.  Securities  and  Exchange  Commission  in
connection with the offering of 11,204,015 WPS Ltd. Common Shares.

         "Representative"  shall mean, with respect to any Person,  any officer,
director, partner, shareholder,  principal,  attorney,  accountant,  consultant,
financial advisor, agent, employee or other representative of such Person.


                                       3


<PAGE>


         "Stock  Restriction  Agreement"  shall mean an agreement among WPS Ltd.
and TPR  Netherlands  (and each Permitted TPR Assignee who will receive WPS Ltd.
Exchange  Shares on the Closing  Date),  substantially  in the form of Exhibit A
hereto,  providing for certain  restrictions  on the transfer of such shares and
certain  circumstances  in which such shares will be subject to reacquisition by
WPS Ltd.

         "Tax"  shall mean any  domestic  or  foreign  income,  gross  receipts,
license, payroll, employment,  excise, severance, stamp, occupational,  premium,
windfall  profits,  environmental,  customs  duties,  capital stock,  franchise,
profits,   withholding,   unemployment,   disability,  real  property,  personal
property,  sales, use, Transfer Tax, registration,  value added,  alternative or
add-on  minimum,  estimated,  or  other  tax of any kind  whatsoever,  including
without limitation any interest,  penalty or addition thereto,  whether disputed
or not.

         "Tax  Return"  shall mean any return,  declaration,  report,  claim for
refund,  or  information  return or statement  relating to Taxes,  including any
schedule or attachment  thereto,  and including any amendment  thereof,  whether
arising  out  of  the  actions  contemplated  by the  Transaction  Documents  or
otherwise.

         "TPR  Expenses"  shall  mean all costs  and  expenses  incurred  by TPR
Netherlands,  TPRS or any of the  Representatives  or  Affiliates  of  either in
connection  with the  negotiation,  preparation,  execution  and delivery of the
Transaction  Documents and the  consummation  of the  transactions  contemplated
hereby and thereby.

         "TPRS Disclosure  Schedules" shall mean the schedules to this Agreement
delivered to WPS Ltd. on or prior to the date hereof, which set forth exceptions
to the representations and warranties  contained in Article 4 hereof and certain
other  information  called for by Article 4 hereof and other  provisions of this
Agreement and which are hereby made a part of this  Agreement  and  incorporated
herein by reference.

         "TPRS Financial  Statements"  shall mean the unaudited balance sheet of
TPRS as of June 30, 2000,  together  with the notes  thereon as prepared by TPRS
(the "TPRS  Balance  Sheet") as  previously  delivered  to WPS Ltd. and attached
hereto as Schedule 1.1.

         "Transaction   Documents"   shall  mean  this   Agreement,   the  Stock
Restriction  Agreement and all  exhibits,  statements,  schedules,  instruments,
certificates  and other documents and agreements to be entered into or delivered
by any Person in connection with the transactions contemplated to be consummated
pursuant to any of the foregoing.

         "Transfer  Taxes"  shall mean any and all sales,  use,  transfer,  real
property transfer,  recording, gains, stock transfer and other similar Taxes and
fees,  including without  limitation any interest,  penalty or addition thereto,
whether disputed or not.

         "U.S. GAAP" shall mean generally accepted accounting  principles in the
United States of America.

         "WPS Ltd. Common Shares" shall mean the issued and  outstanding  common
shares of WPS Ltd., par value $US.001 per share.


                                       4


<PAGE>


         "WPS Ltd.  Exchange  Shares"  shall mean the  814,000  WPS Ltd.  Common
Shares to be issued by WPS Ltd. to TPR Netherlands in accordance with Section 2.
2 hereof.

         "WPS Ltd.  Expenses" shall mean all costs and expenses  incurred by WPS
Ltd.  or any of its  Representatives  and  Affiliates  in  connection  with  the
negotiation,  preparation,  execution and delivery of the Transaction  Documents
and the consummation of the transactions contemplated hereby and thereby.

         "WPS Ltd. Financial Statements" shall mean,  collectively,  the balance
sheet of WPS Ltd. as of September 30, 2000, together with the notes thereon (the
"WPS  Balance  Sheet"),  and the related  statement  of income and  statement of
stockholders'  equity,  retained  earnings and changes in financial  position or
cash flows for WPS Ltd.  for the  nine-month  period ended  September  30, 2000,
together with the notes thereon, as set forth in the Prospectus.

         1.2 Other Defined  Terms.  The following  terms shall have the meanings
assigned to such terms in the corresponding Sections of this Agreement set forth
below:

             Term                                    Section
             ----                                    -------

             Actions                                 4.11
             Basket Amount                           8.2
             Closing                                 3.1
             Damages                                 8.2
             Indemnification Claim Notice            8.3
             Indemnified Party                       8.3
             Indemnifying Party                      8.3
             Proceeding                              8.3
             Share Exchange                          Preamble
             TPR Acquisition                         Preamble
             TPR Curacao                             Preamble
             TPR Indemnitees                         8.2
             TPR Indemnitors                         8.2
             TPR Netherlands                         Preamble
             TPRS                                    Preamble
             TPRS Capital Stock                      Preamble
             TPRS Exchange Shares                    Preamble
             WPS Ltd. Indemnitees                    8.2


                                    ARTICLE 2

                                 EXCHANGE SHARES

         2.1 TPR Netherlands  Exchange of Shares.  Upon the terms and subject to
the  conditions  contained  herein,  and in reliance  upon the  representations,
warranties,  covenants and  indemnifications  contained herein,  TPR Netherlands
hereby agrees to convey, transfer,  assign and deliver to WPS Ltd., and WPS Ltd.
hereby agrees to acquire from TPR  Netherlands,  on the


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<PAGE>


Closing  Date,  and as of the  Effective  Date,  all of the  rights,  title  and
interest of TPR Netherlands in and to the TPRS Exchange Shares.

         2.2 WPS Ltd.  Exchange  of  Shares.  Upon the terms and  subject to the
conditions   contained  herein,  and  in  reliance  upon  the   representations,
warranties,  covenants and  indemnifications  contained herein,  WPS Ltd. hereby
agrees to issue to TPR Netherlands,  on the Closing Date and as of the Effective
Date,  and TPR  Netherlands  hereby agrees to acquire from WPS Ltd., the 814,000
WPS Ltd. Exchange Shares.


                                    ARTICLE 3

                                     CLOSING

         3.1 Closing.  The closing of the transactions  contemplated herein (the
"Closing") shall be held at such time on the Closing Date and at such offices as
the parties agree.

         3.2 Deliveries. To effect the transfers referred to in Sections 2.1 and
2.2 hereof, the following deliveries shall be made on the Closing Date:

         (a) TPR Netherlands  shall deliver to WPS Ltd. (or a Permitted WPS Ltd.
     Assignee) such documents as shall be acceptable to WPS Ltd. and its counsel
     evidencing the transfer of the TPRS Exchange Shares,  free and clear of any
     and  all  Encumbrances,  and  the  registration  of  such  transfer  in the
     shareholder register of TPRS.

         (b) TPR Netherlands shall deliver to WPS Ltd. all documents, agreements
     and certificates required to be delivered by it pursuant to this Agreement.

         (c) As soon as practicable  after the Closing,  WPS Ltd. shall issue to
     TPR Netherlands (or Permitted TPR Assignees)  certificate(s) evidencing the
     WPS Ltd. Exchange Shares, evidencing the record ownership of such shares by
     TPR Netherlands (or Permitted TPR Assignees).

         (d) WPS Ltd. shall deliver to TPR Netherlands all documents, agreements
     and  certificates  required to be  delivered  by WPS Ltd.  pursuant to this
     Agreement.

         (e) All instruments and documents to be executed by or on behalf of TPR
     Netherlands  (or any  Permitted  TPR  Assignee)  and  delivered to WPS Ltd.
     pursuant hereto shall be in form and substance,  and shall be executed in a
     manner,  reasonably  satisfactory to WPS Ltd. All instruments and documents
     to be executed by or on behalf of WPS Ltd. and delivered to TPR Netherlands
     (or any  Permitted  TPR  Assignee)  pursuant  hereto  shall  be in form and
     substance,  and shall be executed in a manner,  reasonably  satisfactory to
     TPR Netherlands.

         3.3  Post-Closing.  As soon as practicable  following the Closing,  TPR
Netherlands  shall account to WPS Ltd. for the operations and financial  results
of TPRS for the period from the  Effective  Date  through  the Closing  Date and
shall make any payments that may


                                       6


<PAGE>


be necessary  to accord WPS Ltd. the benefits of ownership of the TPRS  Exchange
Shares from and after the Effective Date.

                                    ARTICLE 4

                REPRESENTATIONS AND WARRANTIES OF TPR NETHERLANDS

         Each of the TPR Indemnitors hereby jointly and severally represents and
warrants to WPS Ltd. as follows:

         4.1  Authority;  Ownership  of Stock;  No  Conflict or  Violation.  TPR
Netherlands  has all  necessary  power and  authority  to own the TPRS  Exchange
Shares  and to enter  into,  deliver  and  carry out its  obligations  under the
Transaction  Documents.  The TPR Indemnitors  have taken all action necessary to
consummate  the   transactions   contemplated   thereby  and  to  perform  their
obligations  thereunder.  Each  of the  Transaction  Documents  to  which  a TPR
Indemnitor  is a party has been duly  executed and  delivered by or on behalf of
such TPR Indemnitor.  Each  Transaction  Document to which a TPR Indemnitor is a
party is the  legal,  valid  and  binding  obligation  of such  TPR  Indemnitor,
enforceable  against it in accordance with its terms except as such  enforcement
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium  and  similar  laws  affecting  the   enforceability  of  contractual
obligations and creditor's  rights generally and by the application of equitable
principles by courts of competent  jurisdiction sitting at law or in equity. TPR
Netherlands  owns, or will  immediately  prior to the Closing own, of record and
beneficially  all  of  the  TPRS  Exchange   Shares,   free  and  clear  of  all
Encumbrances.  The TPRS  Exchange  Shares  represent  fifty percent (50%) of the
total shares of TPRS Capital Stock issued and  outstanding.  The TPR Indemnitors
own, of record or beneficially,  no Equity Interests of TPRS other than the TPRS
Exchange Shares. Upon the transfer on the Closing Date by TPR Netherlands to WPS
Ltd.  of the  TPRS  Exchange  Shares  in  accordance  with  Section  2.1 of this
Agreement,  WPS Ltd.  will receive good title to such shares,  free and clear of
all  Encumbrances.  Neither  the  execution  and  delivery  of  the  Transaction
Documents nor the  consummation of the  transactions  contemplated  thereby will
result in the violation by any TPR Indemnitor of any Legal Requirement.

         4.2 No Brokers;  No Agreements  to Sell.  Neither TPR  Netherlands  nor
TPRS,  nor any  Representative  or Affiliate of either,  has any written or oral
agreement,  arrangement or  understanding  with any Person which could result in
the obligation of WPS Ltd. or TPRS to pay any finder's fee, brokerage commission
or similar  payment in connection with any of the  transactions  contemplated by
the  Transaction  Documents.  Except in connection  with this  Agreement and the
other  Transaction   Documents,   neither  TPR  Netherlands  nor  TPRS  has  any
obligation,  absolute or  contingent,  to any other Person to sell any shares of
TPRS Capital Stock or to enter into any agreement with respect thereto.

         4.3  Organization  of TPR  Netherlands;  No Conflict or Violation.  TPR
Netherlands  is  duly  formed  and  validly  existing  under  the  laws  of  The
Netherlands.  All actions  necessary to authorize TPR Netherlands to enter into,
deliver and carry out its obligations under the Transaction  Documents have been
taken.  Neither the execution and delivery of the Transaction  Documents nor the
consummation of the transactions contemplated thereby will


                                       7
<PAGE>


result in a violation of or a conflict with the articles of association, by-laws
or other organizational documents of TPR Netherlands.

         4.4 Organization of TPRS. TPRS is duly organized,  validly existing and
in good standing  under the laws of Curacao,  Netherlands  Antilles and has full
corporate  power  and  authority  to own its  assets  and  properties.  TPRS has
obtained  all  Permits   necessary  or  required  under  any  applicable   Legal
Requirement  as a result of the conduct of its business or the  ownership of its
assets or properties.  The corporate minute books, registers and other corporate
books  and  records  of TPRS are each  correct,  current,  and  complete  in all
material respects, nothing has been removed from such books and records, and the
signatures  appearing on all documents contained therein are the true signatures
of the Persons purporting to have signed the same. All actions reflected in such
books and records were duly and validly taken in compliance  with all applicable
Legal  Requirements.  Except as disclosed on Schedule 4.4 hereto,  TPRS does not
own any Equity Interests of, nor is it in any manner affiliated (whether through
an Investment or other participation of any kind) with any Person.

         4.5  Capitalization  of TPRS. The  authorized  capital of TPRS consists
solely of 30,000  shares of TPRS Capital  Stock,  30,000 of which are issued and
outstanding. All of the issued and outstanding shares of TPRS Capital Stock have
been duly  authorized  and are validly  issued,  fully paid and  non-assessable.
There are no  subscriptions,  options,  warrants,  calls,  commitments  or other
rights  of any  kind  outstanding  for  the  purchase  of,  nor  any  securities
convertible  or  exchangeable  for shares of TPRS Capital  Stock or other Equity
interests of TPRS.

         4.6  Authorization:  Binding Effect.  TPRS has all necessary  corporate
power and authority to own, lease and operate the assets owned by it.

         4.7 Absence of Certain  Changes or Events.  Since  December  31,  1999,
except as otherwise  expressly  permitted pursuant to this Agreement,  there has
not been any:

         (a) material adverse change in the condition  (financial or otherwise),
     assets,  liabilities,   working  capital,  reserves,   earnings,  business,
     prospects or operating results of TPRS;

         (b)  declaration,  setting  aside or  payment by TPRS of  dividends  or
     distributions  in  respect  of any  TPRS  Capital  Stock  or  other  Equity
     Interests of TPRS or any redemption,  purchase or other  acquisition of any
     such TPRS Capital Stock or other Equity Interests;

         (c) loan or advance of any funds or any of the assets or other property
     of TPRS to, or guarantee by TPRS for the benefit of, or any  Investment  by
     TPRS of any funds or other property in, any other Person;

         (d) other event or condition of any character which, in any one case or
     in the aggregate, has resulted in an Adverse Effect with respect to TPRS or
     any event or condition  which could,  in any one case or in the  aggregate,
     result in an Adverse Effect for TPRS; or

         (e) agreement by TPRS to do any of the foregoing, as applicable,


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<PAGE>


         4.8 No Tangible Assets.  Except as set forth on Schedule 4.8, TPRS does
not own any real  estate,  fixtures,  furniture,  equipment  or  other  tangible
assets.

         4.9  Contracts  and  Commitments.  Except as set forth on Schedule 4.9,
TPRS is not a party to any written or oral agreement or commitment of any kind.

         4.10 TPRS  Financial  Statements.  The TPRS Financial  Statements  have
heretofore been delivered to WPS Ltd. The TPRS Financial Statements are complete
in all  material  respects,  have been  prepared in  accordance  with U.S.  GAAP
consistently  applied  and in  accordance  with the books and  records  of TPRS,
accurately reflect the assets,  liabilities and financial  condition and results
of operations of TPRS and contain and reflect all  necessary  adjustments  for a
fair representation of the TPRS Financial Statements as of the dates and for the
periods covered thereby.

         4.11  Litigation.  Except as set forth on  Schedule  4.11,  there is no
action, order, writ, injunction,  judgment or decree outstanding or claim, suit,
litigation, proceeding, labor dispute, arbitral action, investigation or inquiry
(collectively,  "Actions")  pending  or,  to  the  best  knowledge  of  the  TPR
Indemnitors,  threatened  or  anticipated  against  (i)  TPRS or (ii) any of the
transactions  contemplated by the Transaction Documents.  TPRS is not in default
with respect to any judgment,  order, writ, injunction or decree of any court or
governmental agency, and there are no unsatisfied judgments against TPRS.

         4.12  Liabilities.  TPRS has no liabilities  or obligations  (absolute,
accrued,  contingent or otherwise),  except  liabilities which are reflected and
adequately reserved against on the TPRS Balance Sheet.

         4.13  Compliance  with Law.  TPRS has complied in all respects with all
applicable  Legal  Requirements,  TPRS has not received any notice to the effect
that, or otherwise  been advised that, it is not in compliance  with any of such
applicable  Legal  Requirements,  and  has no  reason  to  anticipate  that  any
presently  existing  circumstances  are  likely to result in  violations  of any
applicable Legal  Requirements.  The items described on Schedule 4.13 constitute
all  of  the  consents,  filings,  notices,  Permits,  and  the  like  with  any
governmental  or regulatory  entity which are required to be given,  obtained or
made by TPRS or TPR  Netherlands to permit the  consummation  of the transaction
contemplated by the Transaction Documents.

         4.14 Tax Matters.  Except as set forth on Schedule  4.14,  TPRS has not
been  required to file Tax Returns with respect to any period ending at or prior
to the Closing Date. The unpaid Taxes of TPRS do not exceed as of June 30, 2000,
the reserve for Tax liabilities set forth on the TPRS Balance Sheet.

         4.15  Misstatements or Omissions.  No  representations or warranties by
TPR Netherlands in any of the Transaction Documents contain or will contain, any
untrue  statement of material  fact,  or omit or will omit to state any material
fact necessary to make the statements or facts contained therein not misleading.
TPR  Netherlands has disclosed to WPS Ltd. all material  events,  conditions and
facts  affecting  the TPRS  Capital  Stock,  the assets,  the  earnings  and the
condition (financial or otherwise) of TPRS.


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<PAGE>


         4.16  Prospectus.  TPR Netherlands and its Affiliates have received and
reviewed the Prospectus.


                                    ARTICLE 5

                   REPRESENTATIONS AND WARRANTIES OF WPS LTD.

         WPS Ltd. hereby represents and warrants to TPR Netherlands as follows:

         5.1  Organization;  Capitalization.  WS  Ltd.  is  a  corporation  duly
organized and validly  existing under the laws of Bermuda and has full corporate
power and authority to conduct its business as is presently  being conducted and
to own and lease its properties and assets and to enter into,  deliver and carry
out its obligations under the Transaction  Documents.  The authorized capital of
WPS Ltd. consists of 125,000,000 shares of WPS Ltd. Capital Stock, 47,098,112 of
which, as of the date of this Agreement, are issued and outstanding.

         5.2 Authorization. WPS Ltd. had taken all necessary corporate action to
consummate the  transactions  contemplated by the  Transaction  Documents and to
perform its obligations  thereunder.  Each of the Transaction Documents to which
WPS Ltd. is a party has been duly  executed  and  delivered by WPS Ltd. and is a
valid  and  binding  obligation  of WPS Ltd.  enforceable  against  WPS Ltd.  in
accordance with its terms except as enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium and similar laws
affecting the  enforceability  of contractual  obligations and creditor's rights
generally and by the application of equitable  principles by courts of competent
jurisdiction sitting at law or in equity.

         5.3  Issuance  and  Ownership  of WPS Ltd.  Exchange  Shares.  Upon the
issuance by WPS Ltd. on the Closing Date to TPR  Netherlands  (or  Permitted TPR
Assignees) of the WPS Ltd.  Exchange  Shares in  accordance  with Section 2.2 of
this  Agreement,  TPR Netherlands (or such Permitted TPR Assignees) will receive
good title to such WPS Ltd.  Exchange Shares free and clear of all Encumbrances.
Such WPS Ltd.  Exchange Shares have been duly authorized and are validly issued,
fully paid and non-assessable.

         5.4 Certain Consents and Approvals. No consents,  filings,  notices, or
Permits  are  required to be given,  made or obtained by WPS Ltd. in  connection
with the execution, delivery and performance of the Transaction Documents or the
consummation of the transactions contemplated thereby.

         5.5 No Brokers.  Neither  WPS Ltd.  nor any of its  Representatives  or
Affiliates has any written or oral agreement,  arrangement or understanding with
any Person which will result in the obligation of TPRS or TPR Netherlands to pay
any finder's fee, brokerage commission or similar payment in connection with the
transactions contemplated by the Transaction Documents.


                                       10


<PAGE>


         5.6 No Conflict or Violation. Neither the execution and delivery of the
Transaction  Documents nor the  consummation  of the  transactions  contemplated
thereby  will result in (a) a violation of or a conflict  with any  provision of
the  memorandum of  association  or bye-laws of WPS Ltd.,  (b) a breach of, or a
default under, any term or provision of any contract,  agreement,  Indebtedness,
lease, commitment,  franchise,  Permit, authorization or concession to which WPS
Ltd.  is a  party,  (c)  a  violation  by  WPS  Ltd.  of  any  applicable  Legal
Requirement,  or (d) an  imposition  of any  Encumbrance  on any of the WPS Ltd.
Exchange Shares.

         5.7 WPS Ltd. Financial  Statements.  The WPS Ltd. Financial  Statements
have  heretofore  been  delivered  to TPR  Netherlands.  The WPS Ltd.  Financial
Statements  are  complete  in all  material  respects,  have  been  prepared  in
accordance with U.S. GAAP consistently  applied and in accordance with the books
and record of WPS Ltd., accurately reflect the assets, liabilities and financial
condition  and results of operations  indicated  thereby and contain and reflect
all necessary  adjustments for a fair  representation of the WPS Ltd.  Financial
Statements as of the dates and for the periods covered thereby.

         5.8 Absence of Certain  Changes or Events.  Since  September  30, 2000,
except as otherwise  expressly  permitted pursuant to this Agreement,  there has
not been any:

         (a) material adverse change in the condition  (financial or otherwise),
     assets,  liabilities,   working  capital,  reserves,   earnings,  business,
     prospects or operating results of WPS Ltd.;

         (b)  failure  to  operate  its  business  in the  ordinary  course  and
     consistent with past practices and to preserve its business intact;

         (c)  except  as  reflected  in  the  Financial  Statements,  change  in
     accounting methods or practices by WPS Ltd. affecting its assets, earnings,
     reserves, working capital, prospects, liabilities or business;

         (d) except as reflected in the Financial Statements, revaluation by WPS
     Ltd.  of any of its assets or  properties,  including  without  limitation,
     writing off of notes or  accounts  receivable,  other than in the  ordinary
     course of business and consistent with past practices;

         (e) material  damage,  destruction  or loss of or to any of the assets,
     properties, condition (financial or otherwise) or prospects of WPS Ltd.;

         (f)  liabilities  incurred by WPS Ltd.  not in the  ordinary  course of
     business and  consistent  with past  practices or any increase or change by
     WPS Ltd. in any  assumptions  underlying or methods of calculating  any bad
     debt, contingency or other reserves; or

         (g) other event or condition of any character  which,  in any one case,
     or in the aggregate,  has resulted in an Adverse Effect with respect to WPS
     Ltd.  or any  event or  condition  which  could,  in any one case or in the
     aggregate, result in an Adverse Effect for WPS Ltd.


                                       11


<PAGE>


         5.9  Litigation.  There is no material  Action  pending or, to the best
knowledge of WPS Ltd.,  threatened or  anticipated  against (i) WPS Ltd. or (ii)
the transactions contemplated by the Transaction Documents.

         5.10 Liabilities.  WPS Ltd. has no material  liabilities or obligations
(absolute,  accrued, contingent or otherwise),  except (i) liabilities which are
reflected and adequately  reserved  against on the WPS Ltd.  Balance Sheet,  and
(ii) liabilities incurred in the ordinary course of business and consistent with
past practices since September 30, 2000.

         5.11  Compliance With Law. WPS Ltd. is conducting and has conducted its
business in  compliance  in all  material  respects  with all  applicable  Legal
Requirements.

         5.12  Misstatements or Omissions.  No  representations or warranties by
WPS Ltd. in any of the Transaction  Documents contain or will contain any untrue
statement  of material  fact,  or omit or will omit to state any  material  fact
necessary to make the statements or facts contained therein not misleading.


                                    ARTICLE 6

                CONDITIONS TO THE OBLIGATIONS OF TPR NETHERLANDS

         The  obligations  of TPR  Netherlands  to  transfer  to WPS Ltd. on the
Closing  Date the TPRS  Exchange  Shares are  subject  in the sole and  absolute
discretion of TPR Netherlands to the satisfaction or waiver,  on or prior to the
Closing Date, of each of the following conditions:

         6.1 Representations,  Warranties and Covenants. All representations and
warranties of WPS Ltd.  contained in this Agreement shall be true and correct in
all material  respects at and as of the Closing  Date,  and WPS Ltd.  shall have
performed in all material respects all agreements and covenants  required hereby
to be performed by it prior to or at the Closing Date.  There shall be delivered
to TPR Netherlands a certificate, signed by the Chairman, the Financial Director
or a Director or Managing Director of WPS Ltd., to the foregoing effect.

         6.2 Permits and Consents.  All Permits  consents of Consenting  Parties
and all notices or filings  necessary  or  required  to permit the  transactions
contemplated by the Transaction Documents shall have been made or obtained.

         6.3 No Governmental Proceeding or Litigation. No Action shall have been
instituted or threatened by any  governmental  or regulatory  authority or other
Person which questions the validity or legality of the transactions contemplated
by the Transaction Documents.

         6.4 Certificates.  WPS Ltd. shall have delivered to TPR Netherlands (a)
a  certificate  of the  Chairman,  Financial  Director or a Director or Managing
Director of WPS Ltd.  certifying that the conditions set forth in this Article 6
have been fully satisfied,  (b) a Certificate of Compliance of WPS Ltd. from the
Register  of  Companies  of Bermuda and (c) a  certificate  of  incumbency  with
respect to each  director  or officer of WPS Ltd.  who has  executed  any of the
Transaction Documents on behalf of WPS Ltd.


                                       12


<PAGE>


         6.5 Corporate  Documents.  TPR Netherlands shall have received from WPS
Ltd. (a) resolutions adopted by the board of directors of WPS Ltd. approving the
issuance of the WPS Ltd.  Exchange  Shares to TPR Netherlands in connection with
the transactions contemplated by the Transaction Documents and (b) copies of the
memorandum of  association  and bye-laws of WPS Ltd. as in effect on the Closing
Date, in each case certified to be true and complete by the corporate  secretary
or assistant secretary of WPS Ltd.

         6.6  Compliance  with  Legal  Requirements.  The  consummation  of  the
transactions contemplated by the Transaction Documents will not be prohibited by
any  applicable  Legal  Requirement  or subject TPR  Netherlands to any penalty,
liability or other onerous condition arising out of any Legal Requirement.


                                   ARTICLE 7

                    CONDITIONS TO THE OBLIGATIONS OF WPS LTD.

         The  obligations of WPS Ltd. to issue the WPS Ltd.  Exchange  Shares to
TPR  Netherlands  on the  Closing  Date are  subject,  in the sole and  absolute
discretion  of WPS  Ltd.,  to the  satisfaction  or  waiver,  on or prior to the
Closing Date, of each of the following conditions:

         7.1 Representations,  Warranties and Covenants. All representations and
warranties  of TPR  Netherlands  contained in this  Agreement  shall be true and
correct  in  all  material  respects  at and as of the  Closing  Date,  and  TPR
Netherlands  shall have  performed in all material  respects all  agreements and
covenants required hereby to be performed by it prior to or at the Closing Date.
There  shall be  delivered  to WPS Ltd. a  certificate,  signed by the  Managing
Director of TPR Netherlands, to the foregoing effect.

         7.2 Permits and Consents.  All Permits,  consents of Consenting Parties
and all notices or filings  necessary  or  required  to permit the  transactions
contemplated by the Transaction Documents shall have been made or obtained.

         7.3 No Governmental Proceeding or Litigation. No Action shall have been
instituted or threatened by any  governmental  or regulatory  authority or other
Person which questions the validity or legality of the transactions contemplated
by the Transaction Documents.

         7.4  Compliance  with  Legal  Requirements.  The  consummation  of  the
transactions contemplated by the Transaction Documents will not be prohibited by
any  applicable  Legal  Requirement  or subject WPS Ltd. or TPRS to any penalty,
liability or other onerous condition arising out of any such Legal Requirement.

         7.5 Stock Restriction  Agreement.  WPS Ltd. shall have entered into the
Stock  Restriction  Agreement,  with TPR  Netherlands  (and each  Permitted  TPR
Assignee who will receive WPS Ltd. Exchange Shares on the Closing Date).

         7.6 Certificates and Corporate  Documents.  TPR Netherlands  shall have
delivered to WPS Ltd. such documents and  certificates of TPR  Netherlands,  TPR
Curacao,  TPRS


                                       13


<PAGE>


and their officers to evidence  compliance with the conditions set forth in this
Article  7 as  may  be  reasonably  requested  by WPS  Ltd.,  including  without
limitation:

         (a) a certificate of the Managing Director of TPR Netherlands dated the
     Closing Date,  certifying  that the conditions  specified in this Article 7
     have been fully satisfied;

         (b) copies of resolutions,  certified by the appropriate officers, duly
     adopted  by  TPRS,  TPR  Curacao  and TPR  Netherlands,  authorizing  their
     respective execution, delivery and performance of the Transaction Documents
     to  which  they  are a  party  and  the  consummation  of all  transactions
     contemplated by the Transaction Documents;

         (c)  certificates  as to  the  good  standing  (or  other  certificates
     relating to the right to do business) of TPRS,  from each  jurisdiction  in
     which TPRS is required to be qualified to do business;

         (d)  such  instruments  of  conveyance  of  the  TPRS  Exchange  Shares
     reasonably  requested  by WPS Ltd.  in order to effect the  transfer to WPS
     Ltd. of the TPRS Exchange Shares;

         (e)  articles  of  association  and  by-laws  (or other  organizational
     documents) of TPRS, TPR Curacao and TPR  Netherlands,  certified to be true
     and complete as of the Closing Date by their corporate secretaries;

         (f) a certificate  of incumbency  with respect to each officer of TPRS,
     TPR Curacao and TPR  Netherlands  who has executed  any of the  Transaction
     Documents on behalf of such Person; and

         (g) such other documents  relating to the transactions  contemplated by
     the Transaction Documents as WPS Ltd. reasonably requests.

         7.7 Due Diligence.  WPS Ltd. shall have obtained from TPRS, TPR Curacao
and TPR Netherlands  copies of any and all corporate  documents,  audit reports,
financial statements, Permits, applications for Permits, contracts and all other
information  or documents  requested by WPS Ltd., and WPS Ltd.  shall,  upon the
review  thereof,  deem that such  items and  information  fully  meet WPS Ltd.'s
satisfaction in its sole and absolute discretion.


                                   ARTICLE 8

                                 INDEMNIFICATION

         8.1 Survival of Representations,  etc. All statements  contained in the
TPRS  Disclosure  Schedules or in any  certificate  or  instrument or conveyance
delivered by or on behalf of the respective  parties  pursuant to this Agreement
or in connection with the transactions contemplated hereby shall be deemed to be
representations  and  warranties  by  the  applicable  parties  hereunder.   The
representations  and  warranties of WPS Ltd. and the TPR  Indemnitors  contained
herein or in any instrument  delivered pursuant to this Agreement shall, without
regard


                                       14


<PAGE>


to any investigation made by any of the parties hereto, survive the Closing Date
for a period of eighteen months, other than those representations and warranties
set forth in Sections  4.1,  4.3,  4.4,  4.5,  4.6, 5.1, 5.2 and 5.3 which shall
survive the Closing Date for the period of any applicable statute of limitations
(after giving  effect to any  extensions  or waivers  thereof).  Anything to the
contrary  contained  in  this  Agreement  notwithstanding,  the  termination  or
expiration of any representation or warranty or indemnification obligation under
this  Article 8 shall not affect any claims  made in writing by any  Indemnified
Party  hereunder  prior to such  expiration  or  termination.  All covenants and
agreements of the parties  contained in this Agreement shall survive the Closing
Date.

         8.2 Indemnification.

         (a) In addition to any other right or remedy  available  to WPS Ltd. at
     law or in equity  and  subject  to Section  8.2(c) or (d)  hereof,  (i) TPR
     Netherlands  and the  Permitted  TPR  Assignees who shall have received WPS
     Ltd.  Exchange Shares on or after the Closing Date  (collectively  the "TPR
     Indemnitors")  shall  jointly  and  severally  indemnify  WPS Ltd.  and its
     Affiliates,   Representatives   and   successors   and  permitted   assigns
     (collectively,  the "WPS Ltd. Indemnitees') against, and hold each WPS Ltd.
     Indemnitee harmless from, any diminution in value, demand,  damage,  claim,
     action, cause of action, deficiency,  fine, liability, Tax or other loss or
     expense including,  without limitation,  interest, penalties and attorneys'
     fees and  expenses  (collectively,  "Damages")  arising out of or resulting
     from any inaccuracy,  misrepresentation or breach of any representations or
     warranties made by the TPR Indemnitors  contained in any of the Transaction
     Documents  or the  nonfulfillment  of any  covenant or agreement of the TPR
     Indemnitors  contained in any of the Transaction  Documents,  including any
     Damages arising out of transactions  entered into or events occurring prior
     to the Closing.

         (b)  In  addition  to  any  other  right  or  remedy  available  to TPR
     Netherlands at law or in equity,  WPS Ltd. shall  indemnify TPR Netherlands
     and its Affiliates  Representatives  and  successors and permitted  assigns
     (collectively, the "TPR Indemnitees") against, and hold each TPR Indemnitee
     harmless from any Damages  arising out of or resulting from any inaccuracy,
     misrepresentation  or breach of any  representations  or  warranties of WPS
     Ltd. contained in any of the Transaction Documents or the nonfulfillment of
     any covenant or agreement of WPS Ltd.  contained in any of the  Transaction
     Documents,  including any Damages arising out of transactions  entered into
     or events occurring prior to the Closing.

         (c)  None  of  the  WPS  Ltd.   Indemnitees   shall  be   entitled   to
     indemnification for Damages incurred unless the cumulative aggregate amount
     of  Damages  incurred  by the WPS Ltd.  Indemnitees  under  this  Agreement
     exceeds  $100,000 (the "Basket  Amount");  provided,  however,  that in the
     event that the cumulative  aggregate  amount of all Damages incurred by the
     WPS Ltd.  Indemnitees  exceeds the Basket Amount, the TPR Indemnitors shall
     be required to indemnify the WPS Ltd. Indemnitees for all Damages for which
     the TPR  Indemnitors  have an indemnity  obligation  as provided in Section
     8.2(a)  hereof,  including  all  amounts up to the Basket  Amount  (without
     giving  effect for  purposes of  measuring  the amount of any Damage to any
     materiality  limitations  included  in  any  representation,   warranty  or
     covenant).  The  cumulative  aggregate  indemnity  obligation  of  the  TPR
     Indemnitors under this Section 8.2 shall not exceed $12,500,000.


                                       15



<PAGE>


         (d) From and after the  closing  of the TPR  Acquisition,  (i) WPS Ltd.
     shall at its option be entitled to enforce the entire indemnity obligation,
     if any, of the TPR  Indemnitors  solely against the TPR  Indemnitors  other
     than TPR  Netherlands,  and (ii) such other TPR  Indemnitors  shall have no
     right of contribution from, or subrogation against, TPR Netherlands.

         The  term  "Damages"  as used in this  Section  8.2 is not  limited  to
matters  asserted  by any  Persons  against  WPS Ltd.  or TPR  Netherlands,  but
includes Damages incurred or sustained thereby in the absence of claims by other
Persons.

         8.3 Indemnification Procedures.

         (a)  Notice of Claim.  Any  Person  making a claim for  indemnification
     pursuant to Section 8.2 (an "Indemnified Party") must give any party hereto
     from whom  indemnification  is sought  (an  "Indemnifying  Party")  written
     notice of such claim (an "Indemnification Claim Notice") promptly after the
     Indemnified  Party  receives  any written  notice of any  action,  lawsuit,
     proceeding,   investigation   or  other   claim  or   potential   claim  (a
     "Proceeding")  against or involving the Indemnified Party by any government
     entity or other  Person or  otherwise  discovers  or  becomes  aware of the
     liability,   obligation   or  facts   giving   rise  to  such   claim   for
     indemnification;  provided that the failure to notify or delay in notifying
     an  Indemnifying  Party  will not  relieve  any  Indemnifying  Party of its
     obligations pursuant to Section 8.2.

         (b) Control of Defense.  With respect to the defense of any  Proceeding
     against or involving an Indemnified Party in which a governmental entity or
     other  Person in  question  seeks only the  recovery  of a sum of money for
     which  indemnification is provided, at its option an Indemnifying Party may
     appoint as lead counsel of such defense any legal  counsel  selected by the
     Indemnifying  Party;  provided that before the  Indemnifying  Party assumes
     control of such defense it must first:

               (i) enter into an agreement with the  Indemnified  Party (in form
         and substance  satisfactory to the Indemnified Party) pursuant to which
         the  Indemnifying  Party  agrees  to  be  fully  responsible  (with  no
         reservation  of any rights other than the right to be subrogated to the
         rights of the  Indemnified  Party)  for all  Damages  relating  to such
         Proceeding and  unconditionally  guarantees the payment and performance
         of any  liability  or  obligation  which may arise with respect to such
         Proceeding or the facts giving rise to such claim for  indemnification;
         and

               (ii) furnish the Indemnified Party with reasonable assurance that
         the  Indemnifying  Party has the  financial  capacity  to  defend  such
         Proceeding and to satisfy any such liability.

         (c) Control of Defense:  Exceptions, etc. The Indemnified Party will be
     entitled to  participate in the defense of such claim and to employ counsel
     of its  choice  for such  purpose  at its own  expense  (provided  that the
     Indemnifying  Party  will bear the  reasonable  fees and  expenses  of such
     separate  counsel  incurred  prior to the date upon which the  Indemnifying
     Party effectively assumes control of such defense pursuant to


                                       16


<PAGE>


     Section  8.3(b)).  The  Indemnifying  Party will not be  entitled to assume
     control of the defense  such claim,  and will pay the fees and  expenses of
     legal counsel retained by the Indemnified Party, if:

              (i) the  Indemnified  Party  reasonably  believes  that an adverse
         determination  of such Proceeding could be detrimental to or injure the
         Indemnified Party's reputation or future business prospects,

              (ii) the Indemnified  Party reasonably  believes that there exists
         or  could  arise  a  conflict  of  interest  which,   under  applicable
         principles of legal ethics,  could prohibit a single legal counsel from
         representing both the Indemnified  Party and the Indemnifying  Party in
         such Proceeding, or

              (iii) the Indemnifying Party has failed or is failing to prosecute
         or defend vigorously such claim.

The Indemnifying  Party must obtain the prior written consent of the Indemnified
Party (which the  Indemnified  Party will not  unreasonably  withhold)  prior to
entering  into any  settlement  of such  Proceeding  or ceasing  to defend  such
Proceeding.

         8.4 No Right of  Contribution.  After the Closing,  TPRS shall not have
any liability to indemnify the TPR Indemnitees on account of a misrepresentation
or the breach of any  representation  or warranty or the  nonfulfillment  of any
covenant or agreement of TPR Netherlands;  and the TPR Indemnitors shall have no
right to seek contribution against TPRS.


                                   ARTICLE 9

                                  MISCELLANEOUS

         9.1 Termination.  This Agreement may be terminated at any time prior to
the Closing:

         (a) by written agreement of WPS Ltd. and TPR Netherlands;

         (b)  by  WPS  Ltd.,  if  TPR  Netherlands  is in  breach  of any of its
     obligations pursuant to the Transaction  Documents or if any representation
     or warranty of the TPR Indemnitors contained therein is false or misleading
     in any material respect  (provided that such condition is not the result of
     any breach of any  covenant,  representation  or warranty  of WPS Ltd.  set
     forth in any Transaction Document); or

         (c) by TPR  Netherlands,  if WPS Ltd.  is in breach of its  obligations
     pursuant to the Transaction  Documents or if any representation or warranty
     of WPS  Ltd.  contained  therein  is false or  misleading  in any  material
     respect  (provided  that such  condition is not the result of any breach of
     any covenant,  representation  or warranty of the TPR Indemnitors set forth
     in this Agreement or in any of the other Transaction Documents).


                                       17


<PAGE>


         Any termination of this Agreement pursuant to clause (b) or (c) will be
effected by written  notice from the  terminating  party or parties to the other
parties.  Any  termination of this Agreement  pursuant to clause (b) or (c) will
not terminate the liability of any party hereto for any willful  failure to have
performed any of its obligations hereunder or for any knowing  misrepresentation
made  thereby  as to any  matter  set  forth  in  this  Agreement  or any  other
Transaction Document which exists at the time of such termination.

         9.2  Assignment.  Neither  this  Agreement  nor  any of the  rights  or
obligations  hereunder may be assigned by either party without the prior written
consent of the other party;  provided,  however, that TPR Netherlands may assign
its right to receive WPS Ltd.  Exchange  Shares  hereunder to any  Permitted TPR
Assignee if such Permitted TPR Assignee has executed and delivered to WPS Ltd. a
written  undertaking  by  which  it  agrees  to be  bound  by the  terms of this
Agreement and the Stock Restriction Agreement and provided further that WPS Ltd.
may assign its right to receive TPRS Exchange Shares  hereunder to any Permitted
WPS Ltd.  Assignee.  Subject to the foregoing,  this Agreement  shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and assigns,  and no other  Person shall have any right,  benefit or
obligation hereunder.

         9.3 Notices.  Unless otherwise  provided herein,  any notice,  request,
instruction  or other  document to be given  hereunder by any party to the other
shall be in  writing  and  delivered  in person or by  courier  or by  facsimile
transmission  or mailed by  certified  mail,  postage  prepaid,  return  receipt
requested, as follows:

          If to TPR Netherlands:
                                    TPR & Partners N.V.
                                    WTC Amsterdam Airport
                                    Schiphol Boulevard 189
                                    1118 BG SCHIPHOL AIRPORT
                                    The Netherlands
                                    Telephone:   (31) (20) 316-4111
                                    Facsimile:   (31) (20) 316-4114

          With a copy to:           Houthoff Buruma
                                    Weena 355
                                    P.O. Box 1507
                                    3000 BM Rotterdam
                                    Attention:   Monique A.J. Vreeburg
                                    Telephone:   011-31-10-217-2000
                                    Facsimile:   011-31-10-217-2701

          If to WPS Ltd.:           W.P. Stewart & Co., Ltd.
                                    Trinity Hall, 43 Cedar Avenue
                                    P.O. Box HM 2905
                                    Hamilton HM LX
                                    Bermuda
                                    Attention:  Managing Director
                                    Telephone:  (441) 294-4222
                                    Facsimile:  (441) 296-6823


                                       18


<PAGE>


          With a copy to:           Dorsey & Whitney LLP
                                    250 Park Avenue
                                    New York, N.Y. 10177
                                    Attention:  John B. Wade, III, Esq.
                                    Telephone:  (212) 415-9311
                                    Facsimile:  (212) 953-7201

or to such other place and with such other copies as either party may  designate
as to itself by written notice to the others.

         All  such  notices,   requests,   instructions,   documents  and  other
communications  will (i) if delivered  personally  to the address as provided in
this Section 9.3, be deemed given upon delivery,  (ii) if delivered by facsimile
transmission to the facsimile  number as provided in this Section 9.3, be deemed
given upon receipt, and (iii) if delivered by mail in the manner described above
to the address as provided in this Section 9.3, be deemed given upon receipt (in
each case  regardless  of whether such notice is received by any other Person to
whom a copy of such  communication  is to be delivered  pursuant to this Section
9.3).

         9.4 Choice of Law:  Choice of Forum.  This Agreement shall be construed
and  interpreted  and the rights of the parties  hereto shall be  determined  in
accordance with the laws of Bermuda,  without giving effect to any choice of law
or conflict  provision  or rule  (whether of Bermuda or any other  jurisdiction)
that would cause the laws of any jurisdiction  other than Bermuda to be applied.
In furtherance  of the  foregoing,  the internal law of Bermuda will control the
interpretation   and  construction  of  this  Agreement,   even  if  under  such
jurisdiction's choice of law or conflict of law analysis, the substantive law of
some other  jurisdiction  would  ordinarily  apply.  Each of the parties  hereto
consents  that any legal action or proceeding  related to this  Agreement may be
brought in any  appropriate  court in Bermuda or The  Netherlands and waives any
objection that it may now or hereafter have to the venue of any such action.

         9.5 Entire Agreement,  Amendments and Waivers. This Agreement, together
with all exhibits and schedules  hereto (which form a part of this Agreement and
are incorporated  into this Agreement for all purposes),  constitutes the entire
agreement  among the parties hereto  pertaining to the subject matter hereof and
supersedes all prior agreements,  understandings,  negotiations and discussions,
whether oral or written, of the parties.  No supplement,  modification or waiver
of this Agreement shall be binding unless executed in writing by the party to be
bound  thereby.  No waiver of any of the  provisions of the  Agreement  shall be
deemed or shall  constitute a waiver of any other  provision  hereof (whether or
not  similar),  nor shall such waiver  constitute  a  continuing  waiver  unless
otherwise expressly provided.

         9.6  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         9.7  Invalidity.  In the event  that any one or more of the  provisions
contained in this Agreement or in any other instrument referred to herein shall,
for any reason, be held to be invalid,  illegal or unenforceable in any respect,
such  invalidity,  illegality  or  unenforceability  shall not  affect any other
provision of this Agreement or any other such instrument.


                                       19


<PAGE>


         9.8  Headings.  The headings of the  Articles  and Sections  herein are
inserted for  convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.

         9.9  Singulars and Plurals.  All  references to the plural herein shall
also mean the singular and to the singular  shall also mean the plural,  in each
case, as applicable.

         9.10 Expenses. Except as otherwise provided herein, the TPR Indemnitors
shall be responsible for the TPR Expenses, and WPS Ltd. shall be responsible for
the WPS Ltd. Expenses.

         9.11  Publicity.  Unless  required to do so by applicable  law or legal
process, prior to the Closing Date no party hereto shall issue any press release
or  make  any  public  statement  regarding  the  Transaction  Documents  or the
transactions  contemplated  thereby  without the prior  written  approval of the
other party (which  approval may not be  unreasonably  withheld or delayed).  If
prior to the Closing Date any party  hereto is required by law or legal  process
to  make  any  public  statement  regarding  the  Transaction  Documents  or the
transactions  contemplated  thereby,  such party must first provide to the other
parties the content of the  proposed  public  statement,  the reasons  that such
disclosure is required by law or legal process,  and the time and place that the
public  statement  will be made, in each case to the extent  permitted by law or
legal process and to the extent reasonably practicable.

         9.12 Remedies. No failure to exercise, and no delay in exercising,  any
right,  remedy, power or privilege under this Agreement by any party hereto will
operate as a waiver of such  right,  remedy,  power or  privilege,  nor will any
single or partial exercise of any right,  remedy,  power or privilege under this
Agreement preclude any other or further exercise of such right, remedy, power or
privilege or the exercise of any other right,  remedy,  power or privilege.  The
rights, remedies,  powers and privileges provided pursuant to this Agreement are
cumulative  and  not  exhaustive  of any  other  rights,  remedies,  powers  and
privileges which may be provided by law.

         9.13 Confidential Information.  The parties hereto acknowledge that the
transactions  contemplated  by the  Transaction  Documents are of a confidential
nature.  Each party hereto  further  acknowledges  that, in connection  with the
negotiation  of  the   Transaction   Documents  and  the   preparation  for  the
consummation of the transactions  contemplated  thereby,  it will have access to
confidential information relating to the other parties. The Parties hereto agree
that  they will  treat as  confidential,  will not  duplicate  (except  to their
respective  Representatives in connection with the transactions  contemplated by
the Transaction Documents) or use, and will maintain the confidentiality of (and
will use their  respective  best  efforts  to cause and be  responsible  for the
Representatives of such party to maintain the confidentiality  of), any written,
oral, or other  information  obtained from the other parties in connection  with
the Transaction Documents or the transactions  contemplated thereby,  unless (a)
such information is already known to such party or to others not bound by a duty
of  confidentiality  or such information  becomes publicly  available through no
fault of such party, (b) the use of such information is necessary or appropriate
in making any filing or  obtaining  any  consent or  approval  required  for the
consummation of the transactions  contemplated by the Transaction Documents,  or
(c) the  furnishing or use of such  information is required by applicable law or
legal process.  In the event of the termination of this Agreement for any reason
whatsoever, each party hereto shall


                                       20


<PAGE>


destroy or return to the other such other  party's  documents,  work  papers and
other material  (including all copies  thereof)  obtained in connection with the
transactions   contemplated   by  the   Transaction   Documents  and  will  keep
confidential  (and will so instruct and be responsible  for its  Representatives
and others who have had access to confidential information) and will not use any
such  information,  unless such  information is now, or is hereafter,  disclosed
through no act or omission of such party,  in any manner  making it available to
the general public.

         9.14 Effective Time. The parties agree that  notwithstanding the actual
Closing Date, the transactions  contemplated by the Transaction  Documents shall
be deemed to have been  consummated  at the close of business  on the  Effective
Date.

         9.15 Further Assurances. On and after the Closing Date, each party will
take  all  appropriate   action  and  execute  all  documents,   instruments  or
conveyances of any kind which may be reasonably  necessary or advisable to carry
out any of the provisions hereof.

                THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY
                       LEFT BLANK. SIGNATURE PAGES FOLLOW.


                                       21


<PAGE>


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

                                            W.P. STEWART & CO. LTD.


                                            By: /s/ Rocco Macri
                                                -------------------------------
                                                Name:  Rocco Macri
                                                Title:  Finance Director


                                            TPR & PARTNERS, N.V.

                                            By: /s/ Peter Jan P. Rubingh
                                                -------------------------------
                                                Name:  Peter Jan P. Rubingh
                                                Title:  Managing Director


<PAGE>


                                                                      EXHIBIT A

                           STOCK RESTRICTION AGREEMENT

         STOCK  RESTRICTION  AGREEMENT,  dated  as of  December  __,  2000  (the
"Agreement")  between W.P. Stewart & Co. Ltd., a Bermuda company ("WPS Ltd") and
_________________________________________________(the "Shareholder").

                                    RECITALS

         In accordance with the terms of the Share Exchange Agreement,  dated as
of December 29, 2000,  between WPS Ltd and TPR & Partners,  N.V., a  corporation
organized  under the laws of the  Netherlands  ("TPR  Netherlands")  (the "Share
Exchange  Agreement"),  WPS Ltd has issued, or there have been assigned,  to the
TPR Owners (as defined  below) the WPS Ltd.  Exchange  Shares (as defined in the
Share Exchange Agreement); and

         In order to induce WPS Ltd to issue the WPS Ltd Exchange  Shares and to
satisfy a condition to the consummation of the transactions  contemplated by the
Share  Exchange  Agreement,  the TPR  Owners  are  willing  to agree to  certain
restrictions on the transfer of the WPS Ltd.  Exchange Shares and to provide for
certain  circumstances  under which the WPS Ltd. Exchange Shares will be subject
to  automatic  repurchase,  on the  terms  and  conditions  set  forth  in  this
Agreement.

         NOW,  THEREFORE,  in  consideration  of the  covenants  and  conditions
contained herein and in the Share Exchange  Agreement,  the parties hereto agree
as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         1.1. Share Exchange Agreement Defined Terms. Terms defined in the Share
Exchange Agreement shall when used herein, have the meanings ascribed to them in
the Share Exchange Agreement.

         1.2. Other Defined Terms.  When used in this  Agreement,  the following
terms shall have the following meanings:

         "2001 Vesting Date" shall mean July 1, 2001.

         "2002 Vesting Date" shall mean July 1, 2002.

         "2003 Vesting Date" shall mean July 1, 2003.

         "2004 Vesting Date" shall mean July 1, 2004.

         "Anniversary  Shortfall"  shall mean as of any Vesting Date the amount,
if any,  by  which  (i) the sum of (x) the  Market  Adjusted  Value  of the TPRS
Retained  Accounts as of such Vesting Date  (including the Market Adjusted Value
of any  Eligible  Additional  Contributions  to


                                       1


<PAGE>


all Original TPRS  Accounts and Eligible New TPRS Accounts  included in the TPRS
Retained  Accounts  as of such date) plus (Y) the Market  Adjusted  Value of the
Fund Assets Under  Management  as of such Vesting Date is less than (ii) the sum
of (x) the value of the  Original  TPRS  Accounts as of the Closing Date (as set
forth on Schedule A attached hereto) plus (y) the value of the Fund Assets Under
Management as of the Closing Date (as set forth on Schedule A attached hereto).

         "Annual Vesting Installment" shall mean a number of WPS Exchange Shares
equal to twenty (20%) percent of the total number of WPS Ltd Exchange Shares.

         "Eligible   Additional   Contribution"   shall   mean   an   additional
contribution  made after the Closing Date to either an Original  TPRS Account or
an Eligible New TPRS Account,  subject in each case to the following conditions:
(i) each such contribution shall be eligible to be included in the accounts with
respect to which fees are payable to TPRS under the TPRS Fee Agreements and (ii)
each TPR Owner shall have confirmed that neither it nor any of its affiliates is
entitled to any split of investment  advisory,  management or  performance  fees
with  respect  to such  additional  contribution  under any  other  fee  sharing
agreement to which either is a party.

         "Eligible New TPRS Account"  shall mean each new client account that at
any time  subsequent to the Closing Date becomes an account that (i) is eligible
to be included in the  accounts  with  respect to which fees are payable to TPRS
under the TPRS Fee Agreements, (ii) is established by and for an individual that
is a lawful  permanent  resident of the Netherlands or an entity organized under
the laws of the  Netherlands  and (iii) each TPR Owner shall have confirmed that
neither it nor any of its  affiliates  is  entitled  to any split of  investment
advisory,  management or performance fees with respect to such account under any
other fee sharing agreement to which either is a party.

         "Fund Assets Under  Management"  shall mean the assets under management
of W.P.  Stewart  Holdings NV (or any affiliate of W.P.  Stewart NV to whom such
assets are  assigned)  or any  successor  of W.P.  Stewart  Holdings  NV (or any
affiliate of such successor to whom such assets have been assigned).

         "Market Adjusted Value" when used with respect to the Fund Assets Under
Management  or an Original  TPRS  Account or an Eligible  New TPRS  Account (and
including any Eligible  Additional  Contribution to an Eligible New TPRS Account
or Original TPRS Account) shall mean, as of any date of determination, the value
thereof  adjusted  to  eliminate  any change in such value due to  increases  or
decreases in the market value thereof since the Closing Date (in the case of the
Fund Assets Under  Management  and an Original  TPRS  Account),  the date of the
establishment  of such account (in the case of an Eligible New TPRS  Account) or
the date of such additional contribution (in the case of any Eligible Additional
Contribution  to an Original  TPRS  Account or an Eligible New TPRS Account made
after the Closing Date or the date of establishment of the account).

         "Original  TPRS Account"  shall mean each client account that was as of
the Closing Date subject to the TPRS Fee  Agreements (as set forth on Schedule B
attached hereto).

         "TPR Owners" shall mean each of TPR  Netherlands  and the Permitted TPR
Assignees, including without limitation the Shareholder, that shall from time to
time be the registered owners of WPS Ltd Exchange Shares.


                                       2


<PAGE>


         "TPRS Fee  Agreements"  shall mean the Agreements  listed on Schedule C
attached hereto.

         "TPRS  Retained  Account"  shall  mean any  Original  TPRS  Account  or
Eligible  New TPRS Account  which,  as of any Vesting  Date,  continues to be an
account subject to the TPRS Fee Agreements.

         "Vesting Date" shall refer, collectively or individually to each of the
2001 Vesting  Date,  the 2002 Vesting  Date,  the 2003 Vesting Date and the 2004
Vesting Date.

         "Vested  Share"  shall mean any TPRS Ltd  Exchange  Share for which the
applicable  Vesting Date has occurred and on such date the automatic  repurchase
condition applicable to such Share was not triggered.

                                    ARTICLE 2

                   VESTING AND AUTOMATIC REPURCHASE PROVISIONS

         2.1.  Vesting of WPS Ltd Exchange  Shares.  Twenty (20%) percent of the
WPS Ltd Exchange  Shares shall vest on the Effective Date. The remaining WPS Ltd
Exchange Shares shall vest in the following amounts on the following dates:

              (i) twenty (20%) percent of the WPS Ltd Exchange Shares shall vest
     on the 2001 Vesting Date;

              (ii) twenty  (20%)  percent of the WPS Ltd  Exchange  Shares shall
     vest on the 2002 Vesting Date;

              (iii)  twenty (20%)  percent of the WPS Ltd Exchange  Shares shall
     vest on the 2003 Vesting Date; and

              (iv) twenty  (20%)  percent of the WPS Ltd  Exchange  Shares shall
     vest on the 2004 Vesting Date.

         2.2. Effects of Vesting.  Any WPS Ltd Exchange Share that "vested" on a
Vesting Date in accordance  with Section 2.1 above and was not repurchased as of
such  date in  accordance  with  Section  2.3  below  shall,  as of the close of
business on the Vesting Date  applicable  to such Share,  cease to be subject to
the  repurchase  provisions  set forth in  Section  2.3  below and the  transfer
restrictions set forth in Article 3 below.

         2.3. Automatic Repurchase Provision.

         (a) Automatic  Repurchase  Condition.  On each Vesting Date, the Annual
Vesting  Installment  eligible  for  vesting  on such date  shall be  subject to
automatic repurchase by WPS Ltd to the extent provided in subsection (b) of this
Section 2.3, if as of such Vesting Date there exists an Anniversary Shortfall.

         (b) Calculation of Repurchased Shares. On any Vesting Date on which the
repurchase  condition  set  forth  in  subsection  (a) of this  Section  2.3 was
triggered,  WPS Ltd


                                       3


<PAGE>


Exchange Shares included in the Annual Vesting Installment  eligible for vesting
on such date shall be automatically  repurchased by WPS Ltd for consideration of
US$.001 per share (payable in accordance with Section 2.3(c) below) in an amount
determined  by  multiplying  (i) the  total  number of WPS Ltd  Exchange  Shares
included in such Annual Vesting  Installment by (ii) a fraction the numerator of
which shall be the Anniversary Shortfall applicable to such Vesting Date and the
denominator  of which  shall be the sum of (x) the  value of the  Original  TPRS
Accounts  as of the  Closing  Date plus (y) the value of the Fund  Assets  Under
Management as of the Closing Date. Any shares  automatically  repurchased by WPS
Ltd. on any  Vesting  Date in  accordance  with this  Agreement  shall be deemed
repurchased  as of such  Vesting Date  without the  requirement,  as between the
parties, of any action by WPS Ltd, the TPR Owners or any other Person.

         (c) Prepayment of Repurchase Consideration. WPS Ltd has paid to the TPR
Owners on the date  hereof,  and by  executing  this  Agreement  the TPR  Owners
acknowledge  receipt of, an amount equal to US$814 as  prepayment  by WPS Ltd in
full of the  consideration  for the repurchase of all WPS Ltd Exchange Shares in
accordance  with this  Agreement.  The TPR Owners agree that they will, upon the
written request of WPS Ltd delivered  after the 2004 Vesting Date,  remit to WPS
Ltd any portion of such amount that has not been  applied to the  repurchase  of
WPS Ltd Exchange Shares hereunder.

         (d) Pro Ration.  The WPS Ltd Exchange Shares of each TPR Owner shall be
subject  to the  vesting  and  repurchase  provisions  of  this  Article  2 on a
proportional basis.

                                    ARTICLE 3

                        TRANSFER RESTRICTIONS AND LEGENDS

         3.1. Transfer  Restrictions.  Except as permitted by Section 3.3 below,
no WPS Ltd Exchange Share may be sold,  assigned,  transferred  or  hypothecated
until such Share has become a Vested Share.

         3.2.  Legends.  Each WPS Ltd  Exchange  Share shall bear the  following
legend  at all  times  prior to the date on which  such  Share  becomes a Vested
Share:

              "The shares  represented by this certificate are subject
              to a Stock  Restriction  Agreement  dated as of December
              __, 2000,  which  provides for certain  restrictions  on
              transfer and sets forth certain  circumstances  in which
              these  shares  will  be  subject  to  repurchase  by the
              Company. A copy of such Stock Restriction  Agreement may
              be  obtained  by the  Holder  hereof  at  the  Company's
              principal place of business without charge.  The Vesting
              Date (as defined in such  Agreement)  applicable  to the
              shares represented by this certificate is _____________.

         3.3. Permitted Transfers. Notwithstanding any provision to the contrary
herein, each TPR Owner shall be permitted to transfer WPS Ltd Exchange Shares to
any Permitted TPR Assignee,  and any Permitted TPR Assignee may in turn transfer
WPS Ltd Exchange Shares owned by it to another  Permitted TPR Assignee,  if, but
only if, each of the following  conditions  precedent  have been  satisfied with
respect to each such transfer:


                                       4


<PAGE>


              (i) the transferee in the proposed  transfer shall have executed a
     written undertaking  acknowledging  notice of, and agreeing to be bound by,
     the terms of (x) this  Agreement  applicable  to the TPR Owners and (y) the
     transfer   restrictions   set  forth  in  Section   5(b)  of  that  certain
     Underwriting  Agreement,  dated  December  7,  2000,  among WPS  Ltd.,  TPR
     Netherlands and other Selling Shareholders named therein and Goldman, Sachs
     & Co. and certain other Underwriters named therein;

              (ii)  the  transferee  in  the  proposed   transfer  (unless  such
     tranferee is an Affiliate  of TPR  Netherlands  as of the date of the Share
     Exchange  Agreement)  shall have  executed a written  guaranty  pursuant to
     which such  transferee will agree to guaranty (on a basis in which recourse
     is  strictly  limited  to the  WPS Ltd  Exchange  Shares  received  by such
     transferee) any liability that the TPRS Owner involved in such transfer may
     have to WPS Ltd under the indemnification provisions set forth in Article 8
     of the Share Exchange Agreement;

              (iii) the transferee in the proposed transfer  (provided that such
     transferee is an Affiliate of TPR  Netherlands  as of the date of the Share
     Exchange  Agreement) shall have executed a written  undertaking to be bound
     by the Share Purchase Agreement as a TPR Indemnitor; and

              (iv) the  transferee in the proposed  transfer will  authorize the
     Agent (as defined below) to retain physical  possession of the certificates
     representing  the WPS Ltd  Exchange  Shares  owned  by such  transferee  in
     accordance with the provisions of this Agreement.

                                    ARTICLE 4

                      APPOINTMENT OF AGENT WITH RESPECT TO
           UNVESTED SHARES OWNED BY PERMITTED TPR ASSIGNEE TRANSFEREES

         4.1.   Appointment  of  Agent.   The  TPR  Owners  hereby  appoint  TPR
Netherlands  as the agent (the  "Agent") to retain  physical  possession  of all
certificates  representing WPS Ltd Exchange Shares that have been transferred to
a Permitted  TPR Assignee  until such shares  become Vested Shares in accordance
with the terms of this Agreement.

         4.2. Rights.  Notwithstanding  the physical  possession by the Agent of
any WPS Ltd  Exchange  Shares  owned  by a  Permitted  TPR  Assignee,  (i)  such
Permitted  TPR  Assignee  shall be the  registered,  record owner of all WPS Ltd
Exchange  Shares owned by it, (ii) all voting or consensual  rights  relating to
such WPS Ltd Exchange Shares may be exercised by such Permitted TPR Assignee and
(iii) such  Permitted TPR Assignee shall have the right to receive all dividends
or other  distributions  made in respect of the WPS Ltd Exchange Shares owned by
it.


                                       5


<PAGE>


                                    ARTICLE 5

                                  MISCELLANEOUS

         5.1.  Notices.  Any notice  hereunder  to a party shall be deemed to be
properly served if in writing and delivered or mailed to, in the case of WPS Ltd
(with a contemporaneous copy by facsimile transmission):

in the case of.

               W.P. Stewart & Co., Ltd.
               Trinity Hall
               43 Cedar Avenue
               P.O. Box 2905
               Hamilton HM LX
               Bermuda
               Attention:  Managing Director
               Telephone: (441) 294-4222
               Facsimile: (441) 296-6823

in the case of the TPR Owners:

               TPR & Partners N.V.
               WTC Amsterdam Airport
               Schipholboulevard 189
               1118 BG Schiphol Airport
               The Netherlands
               Attention:  Mr. Peter J. Rubingh
               Telephone No.:  011-31-20-316-41-11
               Telecopy No.:  011-31-20-316-41-14

or to such other address as may have been  furnished in writing by such party to
the other parties to this  Agreement,  and shall be deemed to have been given as
of the time delivered or mailed registered or certified mail, postage paid.

         5.2. Prior  Agreements;  Modifications;  Waivers.  This Agreement shall
supersede  all other  prior  agreements,  documents  or other  instruments  with
respect to the matters covered hereby. This Agreement may be amended or modified
at any time by written  agreement of the parties  hereto,  at any time before or
after  approval  thereof  by the  stockholders  of  either  or both  constituent
corporations.

         5.3. Captions.  The captions in this Agreement are for convenience only
and  shall  not  be  considered  a  part  of  or  affect  the   construction  or
interpretation  of  any  provision  of  this  Agreement.

         5.4. Governing Law; Jurisdiction; Choice of Forum. This Agreement shall
be governed by and construed  under and in  accordance  with the laws of Bermuda
without  reference  to choice of law  provisions  thereof.  Each of the  parties
hereto  consents that any legal action or proceeding  related to this  Agreement
may be brought in any appropriate court in Bermuda or


                                       6


<PAGE>


The  Netherlands  and waives any objection  that it may now or hereafter have to
the venue of any such action.

         5.5.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which when so executed shall  constitute an original copy
hereof.

                THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY
                       LEFT BLANK. SIGNATURE PAGES FOLLOW.


                                       7


<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed by its duly authorized officers as of the date first
above written.

                                              W.P. STEWART & CO., LTD.

                                              By:
                                                  -----------------------------
                                                  Name:  Rocco Macri
                                                  Title: Finance Director

                                              TPR & PARTNERS N.V.

                                              By:
                                                  -----------------------------
                                                  Name:  Peter Jan P. Rubingh
                                                  Title: Managing Director


<PAGE>


                                                          SCHEDULE A TO STOCK
                                                          RESTRICTION AGREEMENT
                                                          ---------------------


            Value of Original
            TPRS Accounts
            as of Closing Date            $ 539,141,689

            Value of Fund Assets
            Under Management as
            of Closing Date               $ 474,302,000


<PAGE>


                                                          SCHEDULE B TO STOCK
                                                          RESTRICTION AGREEMENT
                                                          ---------------------


                  [SEE ATTACHED LIST OF ORIGINAL TPRS ACCOUNTS]


<PAGE>


                                                          SCHEDULE C TO STOCK
                                                          RESTRICTION AGREEMENT
                                                          ---------------------


1.  Agreement  dated  July 1, 1998 by and  between  TPR  Netherlands  and WPS as
    amended by a first amendment thereto dated December 31, 1998.

2.  Agreement dated July 1, 1998 by and between TPR Netherlands and W.P. Stewart
    Asset  Management  Ltd.,  as  amended  by a first  amendment  thereto  dated
    December 31, 1998.