Exhibit 4.10


                        DEFERRED SHARE EXCHANGE AGREEMENT


     DEFERRED  SHARE  EXCHANGE  AGREEMENT,  dated as of November 14, 2001 by and
among W.P.  Stewart & Co. Ltd., a Bermuda  company  ("WPS Ltd."),  W.P.  Stewart
Asset Management  (Europe),  Ltd., a Bermuda company ("WPSAM  Europe"),  and TPR
Holding B.V., a corporation  organized under the laws of The  Netherlands  ("TPR
Holding").

     WHEREAS,  on the date hereof WPS Ltd. has acquired  from TPR Holding  9,000
shares,  par value  US$1.00 per share,  of WPSAM Europe and TPR Holding holds an
additional 3,000 such shares of WPSAM Europe (the "Seller Exchange Shares"); and

     WHEREAS,  TPR Holding and WPS Ltd. desire to provide for the acquisition of
such 3,000 Seller  Exchange Shares by WPS Ltd. upon the terms and subject to the
conditions set forth in this Agreement;

     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:

     "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 50% or more
of the Equity Interests of such Person.

     "Agreement" shall mean this Deferred Share Exchange  Agreement by and among
WPS Ltd.,  WPSAM Europe and the Sellers,  as such  agreement may be amended from
time to time.

     "Closing Date" shall mean the close of business on August 15, 2006, 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 in connection with the Transaction  Documents or the consummation by
either party of any of the transactions contemplated thereby.

     "Effective Date" shall mean 12:01 a.m. (Bermuda time) on July 1, 2006.


<PAGE>

     "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
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.

     "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 enter into the
Transaction Documents and to consummate the transactions contemplated thereby.

     "Permitted Seller Assignee" shall mean WPS Ltd., any Affiliate of WPS Ltd.,
Hermanus Theordorus Peek, Peter Jan Rubingh, Fokke Jan Ozinga, Antonius Adrianus
Wijsman or any full-time  employee of either TPR or any Affiliate thereof at the
time of the transfer in question.  For purposes of this  Agreement,  "full-time"
refers to a minimum of 20 hours per week for one's principal employer.

     "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.

     "Reports"  shall mean those certain reports filed on March 30, 2001 and May
11,  2001 and  August 8,  2001 and  November  6, 2001 by WPS Ltd.  with the U.S.
Securities and Exchange Commission on its Form 20-F and Form 6-K respectively.

     "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.

     "Securities  Act" shall mean the United States  Securities  Act of 1933, as
amended.

     "Sellers"  shall mean TPR Holding and each Permitted  Seller  Assignee that
shall be the registered holder of Seller Exchange Shares from time to time.


                                       2
<PAGE>

     "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.

     "TPR" shall mean TPR & Partners  N.V., a  corporation  organized  under the
laws of The Netherlands.

     "Transaction  Documents"  shall  mean  this  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$0.001 per share.

     "WPS Ltd.  Exchange  Shares"  shall mean the WPS Ltd.  Common  Shares to be
issued by WPS Ltd. to the Sellers 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 Share  Price" shall mean the average  closing  price per share for WPS
Ltd. Common Shares on the principal  national  securities  exchange on which the
WPS Ltd.  Common Shares are admitted to trading or listed if the WPS Ltd. Common
Shares are  admitted  to trading  or listed on the New York  Stock  Exchange  or
American Stock Exchange,  on The Nasdaq Stock Market if included in such system,
or if not admitted to trading or listed on such exchange or system,  the average
of the highest bid and lowest asked prices as reported by Nasdaq or the National
Quotation  Bureau,  Inc. or another similar  organization if Nasdaq is no longer
reporting such information,  for the last 20 trading days prior to July 1, 2006,
or, if not so  available,  the fair market price as  determined  by the Board of
Directors of WPS Ltd.

     "WPSAM  Europe  Operating   Statements"  shall  mean,   collectively,   the
consolidated  statements  of  operations  of WPSAM  Europe and the WPSAM  Europe
Subsidiaries  for the four (4) fiscal  quarters  next ended before July 1, 2006,
reviewed or audited by the independent auditors for WPS Ltd.


                                       3
<PAGE>

     "WPSAM Europe Subsidiary" shall mean any entity more than 50% of the Equity
Interests in which is owned directly or indirectly by WPSAM Europe.

     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
           ----                            -------

           Closing                         3.1
           Damages                         8.2
           Indemnification Claim Notice    8.3
           Indemnified Party               8.3
           Indemnifying Party              8.3
           Proceeding                      8.3
           Seller Exchange Shares          Preamble
           Seller Indemnitees              8.2
           TPR Exchange Agreement          7.4
           TPR Holding                     Preamble
           WPS Ltd.                        Preamble
           WPS Ltd. Indemnitees            8.2
           WPSAM Europe                    Preamble

                                   ARTICLE 2

                               EXCHANGE OF SHARES

     2.1  Sellers  Exchange  of  Shares.  Upon  the  terms  and  subject  to the
conditions  contained herein, in consideration for the WPS Ltd. Exchange Shares,
and  in  reliance   upon  the   representations,   warranties,   covenants   and
indemnifications   contained  herein,  each  Seller  hereby  agrees  to  convey,
transfer,  assign and  deliver to WPS Ltd.,  or, as the case may be, a Permitted
WPS Ltd.  Assignee,  as provided for in Section 11.1 of this Agreement,  and WPS
Ltd. hereby agrees or, as the case may be, WPS Ltd. hereby agrees on behalf of a
Permitted WPS Ltd.  Assignee,  to acquire from such Seller, on the Closing Date,
and as of the  Effective  Date,  all of the rights,  title and  interest of such
Seller, in and to the Seller Exchange Shares.

     2.2 WPS  Ltd.  Exchange  of  Shares.  Upon the  terms  and  subject  to the
conditions  contained  herein,  in consideration for the Seller Exchange Shares,
and  in  reliance   upon  the   representations,   warranties,   covenants   and
indemnifications  contained  herein,  WPS Ltd.  hereby  agrees  to issue to each
Seller on the Closing  Date,  and each Seller  hereby agrees to acquire from WPS
Ltd., fully vested WPS Ltd. Exchange Shares in such respective  numbers as shall
be determined pursuant to Section 2.3

     2.3 Exchange Ratio. The number of WPS Ltd.  Exchange Shares to be exchanged
for each Seller's  Seller  Exchange Shares shall be based upon the fair value of
the Seller Exchange Shares and determined as follows:


                                       4
<PAGE>

          (a) The fair  value of 100% of the  shares of WPSAM  Europe as of June
     30,  2006  shall  be  determined  according  to the same  formula  that was
     utilized by the parties to the TPR Exchange  Agreement in  determining  the
     price of the TPR Exchange Shares (as defined in the TPR Exchange Agreement)
     for purposes of the TPR Exchange  Agreement or such other formula,  if any,
     as may be necessary so that the value so  determined  can be  independently
     confirmed as representing fair value;

          (b) The result obtained in (a) above shall be divided by the WPS Share
     Price;

          (c) The  result  obtained  in (b) above  shall be divided by the total
     number of WPSAM Europe shares outstanding on June 30, 2006; and

          (d) The result obtained in (c) above shall be multiplied by the number
     of Seller  Exchange  Shares  registered  in the name of such  Seller on the
     Closing Date.

     2.4 WPSAM  Europe  Consideration.  WPSAM  Europe  agrees to enter into this
Agreement  in  consideration  of the  payment  to it by TPR  Holding  of US$1.00
(receipt of which is acknowledged).

                                   ARTICLE 3

                                     CLOSING

     3.1 Closing. The closing of the transaction  contemplated by Article 2 (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) The Sellers  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 Seller  Exchange  Shares,  free and clear of
     any and all  Encumbrances,  and the  registration  of such  transfer in the
     shareholder register of WPSAM Europe.

          (b) Subject to Section 7.4, as soon as practicable  after the Closing,
     WPS Ltd.  shall  issue to the  Sellers  the WPS Ltd.  Exchange  Shares  and
     certificates  evidencing the WPS Ltd.  Exchange  Shares to be issued by WPS
     Ltd.,  evidencing the registered ownership of such shares by the respective
     Sellers.

     All instruments and documents to be executed by or on behalf of the Sellers
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 the Sellers  pursuant  hereto shall be in form and  substance,  and
shall be executed in a manner, reasonably satisfactory to the Sellers.


                                       5
<PAGE>

                                   ARTICLE 4

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     Each of the Sellers hereby represents and warrants to WPS Ltd. as follows:

     4.1  Ownership  of Shares;  No Conflict or  Violation.  Such Seller has all
necessary  power and authority to hold the Seller  Exchange  Shares and to enter
into,  deliver and carry out its obligations  under the  Transaction  Documents.
Such  Seller  has taken  all  action  necessary  to enter  into the  Transaction
Documents and consummate the transactions contemplated hereby and to perform its
obligations hereunder. Each of the Transaction Documents to which such Seller is
a party has been duly  executed and delivered by such Seller.  Each  Transaction
Document  to which  such  Seller  is a party is the  legal,  valid  and  binding
obligation of such Seller enforceable against such Seller 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.  Such  Seller  owns as the  registered  holder and
beneficially all of such Seller's Seller Exchange Shares,  free and clear of all
Encumbrances.  Such Seller owns, of record or beneficially,  no Equity Interests
of WPSAM  Europe  other than such  Seller's  Seller  Exchange  Shares.  Upon the
transfer on the Closing Date by such Seller to WPS Ltd. or a Permitted  WPS Ltd.
Assignee of such Seller's  Seller Exchange Shares in accordance with Section 2.1
of this Agreement, WPS Ltd. or such Permitted WPS Ltd. Assignee, as the case may
be, 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 such Seller of any Legal Requirement.

     4.2 No  Brokers;  No  Agreements  to  Sell.  Neither  such  Seller  nor any
Representative  or  Affiliate  thereof,  has  any  written  or  oral  agreement,
arrangement  or  understanding  with  any  Person  which  could  result  in  the
obligation  of WPS  Ltd.  or any  Affiliate  thereof  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,  such Seller has no
obligation,  absolute or  contingent,  to any other Person to sell any shares or
other  Equity  Interest  in WPSAM  Europe or to enter  into any  agreement  with
respect thereto.

     4.3  Organization;  No  Conflict  or  Violation.  Each  Seller  that  is  a
corporation  or a company  with  limited  liability  is duly  formed and validly
existing under the laws of the  jurisdiction  of its  organization.  Neither the
execution and delivery of the Transaction  Documents nor the consummation of the
transactions  contemplated  thereby  will result in a violation of or a conflict
with any Legal  Requirement  or the  articles of  association,  by-laws or other
organizational documents of such Seller.


                                       6
<PAGE>

     4.4 Reports. Such Seller has received and reviewed the Reports.

     4.5 Investment.  Such Seller will be acquiring the WPS Ltd. Exchange Shares
for such  Seller's own account,  for  investment,  and without a view toward the
public distribution thereof in violation of the Securities Act.

     4.6 Securities Not Registered. Such Seller hereby acknowledges that (i) the
WPS Ltd.  Exchange Shares will not be registered  under the Securities Act, (ii)
the WPS Ltd.  Exchange  Shares  will  therefore  be subject to  restrictions  on
transfer  and  resale  as  prescribed   therein,   and  (iii)  the  certificates
representing the WPS Ltd. Exchange Shares will contain  appropriate  restrictive
legends.

     4.7  Sophisticated  Investor.  Such Seller  hereby  acknowledges  that such
Seller is a  sophisticated  investor who is capable of evaluating  such Seller's
investment  in the WPS Ltd.  Exchange  Shares  and the  risks  involved  in such
investment and has been provided the opportunity to make  appropriate  inquiries
of members of WPS Ltd. management with respect to the business of WPS Ltd.

                                   ARTICLE 5

                               REPRESENTATIONS AND
                     WARRANTIES OF WPS LTD. AND WPSAM EUROPE


     WPS Ltd. and WPSAM Europe  hereby  represent  and warrant to the Sellers as
follows:

     5.1 Organization;  Capitalization.  Each of WPS Ltd. and WPSAM Europe is an
exempted  company limited by shares,  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 WPS Ltd. Common Shares approximately  47,069,073 of which, as of the
date of this Agreement,  are issued and outstanding.  The authorized  capital of
WPSAM Europe  consists of 12,000 common shares,  par value US$1.00 per share and
of which, as of the date of this Agreement, 12,000 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.


                                       7
<PAGE>

     5.3 Issuance and Ownership of WPS Ltd.  Exchange Shares.  Upon the issuance
to the Sellers of the WPS Ltd. Exchange Shares in accordance with Section 2.2 of
this Agreement and entry of their respective names in the register of members of
WPS Ltd., the Sellers 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 will be validly issued, fully paid and non-assessable.

     5.4 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 the  Sellers  to pay any
finder's fee,  brokerage  commission or similar  payment in connection  with the
transactions contemplated by the Transaction Documents.

     5.5 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. or WPSAM Europe,  (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. or WPSAM  Europe is a party,  (c) a  violation  by WPS Ltd. or
WPSAM Europe of any applicable  Legal  Requirement,  or (d) an imposition of any
Encumbrance on any of the WPS Ltd. Exchange Shares.

                                   ARTICLE 6

                   CONDITIONS TO THE OBLIGATIONS OF WPS LTD.

     The  obligation of WPS Ltd. to issue the WPS Ltd.  Exchange  Shares to each
Seller on the Closing Date is 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:

     6.1  Representations,  Warranties and Covenants.  All  representations  and
warranties of such Seller  contained in this Agreement shall be true and correct
in all material  respects at and as of the Closing  Date,  and such Seller shall
have performed in all material  respects all  agreements and covenants  required
hereby to be performed by him prior to or at the Closing Date.

     6.2 Permits and Consents.  All Permits,  consents of Consenting Parties and
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  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 WPSAM  Europe to any
penalty,  liability  or other  onerous  condition  arising out of any such Legal
Requirement.


                                       8
<PAGE>

     6.5 Certificates and Corporate Documents.  Such Seller shall have delivered
to WPS Ltd. such  documents and  certificates  to evidence  compliance  with the
conditions  set forth in this  Article 7 as may be  reasonably  requested by WPS
Ltd., including without limitation:

          (a) such  instruments  of  conveyance  of the Seller  Exchange  Shares
     reasonably  requested  by WPS Ltd.  in order to effect the  transfer to WPS
     Ltd. or a Permitted WPS Ltd. Assignee of the Seller Exchange Shares; and

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

                                   ARTICLE 7

                                 INDEMNIFICATION

     7.1  Survival of  Representations,  etc.  All  statements  contained in any
schedule or in any  certificate  or instrument of 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 Sellers  contained  herein or in any  instrument
delivered pursuant to this Agreement shall,  without regard to any investigation
made by any of the parties  hereto,  survive the Closing Date for a period of 18
months,  other than those  representations  and warranties set forth in Sections
4.1,  4.3,  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 7 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.

     7.2 Indemnification.

          (a) In addition to any other right or remedy  available to WPS Ltd. at
     law or in equity and subject to Section 7.2(c), each Seller shall 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 (i) any  inaccuracy,  misrepresentation  or  breach  of any
     representations  or warranties made by such Seller  contained in any of the
     Transaction  Documents,  or (ii)  the  nonfulfillment  of any  covenant  or
     agreement  of such Seller  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 the Sellers
     at law or in equity and subject to Section 7.2(c), WPS Ltd. shall indemnify
     the  Sellers  and their  Affiliates,  Representatives  and  successors  and
     permitted assigns  (collectively,  the "Seller  Indemnitees")


                                       9
<PAGE>

     against,  and hold each Seller Indemnitee harmless from any Damages arising
     out of or resulting from (i) any inaccuracy, misrepresentation or breach of
     any  representations  or  warranties  of WPS Ltd.  contained  in any of the
     Transaction  Documents  or  (ii)  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 or Seller  Indemnitees  shall be
     entitled to  indemnification  for Damages  incurred  unless the  cumulative
     aggregate  amount of Damages  incurred by the WPS Ltd.  Indemnitees  or the
     Seller Indemnitees, respectively, under this Agreement exceeds $10,000 (the
     "Basket Amount");  provided, however, that in the event that the cumulative
     aggregate amount of all Damages incurred by the WPS Ltd. Indemnitees or the
     Seller Indemnitees, respectively, exceeds the Basket Amount, the applicable
     Seller or WPS Ltd. shall be required to indemnify the WPS Ltd.  Indemnitees
     or the Seller  Indemnitees,  respectively,  for all  Damages  for which the
     applicable  Seller or WPS Ltd. have an indemnity  obligation as provided in
     Section 7.2(a) or (b) 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 term  "Damages"  as used in this  Section 7.2 is not limited to matters
asserted by any Persons against the WPS Ltd.  Indemnitees or Seller Indemnitees,
but includes Damages  incurred or sustained  thereby in the absence of claims by
other Persons.

     7.3 Indemnification Procedures.

          (a)  Notice of Claim.  Any Person  making a claim for  indemnification
     pursuant to Section 7.2 (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 7.2.

          (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


                                       10
<PAGE>

          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 Section
     7.3(b)).  The Indemnifying  Party will not be entitled to assume control of
     the  defense of 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.

     7.4 Security. Notwithstanding anything herein to the contrary, in the event
that on the Closing  Date there shall be pending  against any Seller a claim for
indemnification  under Article 8 of that certain Share  Exchange  Agreement,  of
even date herewith,  by and among WPS Ltd., TPR Holding B.V., Hermanus Theodorus
Peek,  Peter Jan Rubingh,  Fokke Jan Ozinga and Antonius  Adrianus  Wijsman (the
"TPR Exchange Agreement"),  any or all of the WPS Ltd. Exchange Shares otherwise
issuable to such Seller or his Permitted  Seller  Assignees  pursuant to Section
2.2 may,  at the  option  of WPS  Ltd.,  be  retained  thereby  until  the final
resolution  of such claim and offset  against any amount due from such Seller to
WPS Ltd. upon such resolution.  For this purpose,  the WPS Ltd.  Exchange Shares
shall be valued at the WPS Share Price.

                                   ARTICLE 8

                              RESTRICTIVE COVENANTS

     8.1 Covenants Against  Competition.  The Sellers acknowledge that (i) WPSAM
Europe and the WPSAM  Europe  Subsidiaries  are  involved in the business of (A)


                                       11
<PAGE>

soliciting  assets for management by  professional  investment  managers and (B)
providing client liaison services in respect of asset management  accounts (such
businesses collectively referred to herein as the "Business"); (ii) the Business
is  international  in scope;  and (iii) WPS Ltd.  would not  purchase the Seller
Exchange Shares but for the agreements and covenants of the Sellers contained in
this Article 8. Accordingly, the Sellers severally covenant and agree that:

          (a) they shall not, directly or indirectly,  as principals,  employees
     or  otherwise,  within any  country  within  the scope of their  respective
     duties  as  employees  of WPSAM  Europe  and its  Affiliates,  for a period
     commencing  on November 14, 2001 and  terminating  two years  following the
     Closing Date (the "Restricted  Period"),  (1) engage in the Business (other
     than on  behalf  of WPS Ltd.  or any  Affiliate  thereof)  or (2)  solicit,
     knowingly accept or divert from WPSAM Europe and its Affiliates any orders,
     enquiries  or business  related to the  Business  from any person or entity
     that shall have done business  related to the Business with WPSAM Europe or
     any Affiliate thereof during the Restricted Period;

          (b) during and after the Restricted Period, they shall (i) keep secret
     and retain in strictest confidence,  and (ii) shall not use for the benefit
     of themselves or others,  except in connection with the business affairs of
     WPS Ltd. and its Affiliates,  all or any  confidential  matters relating to
     WPS Ltd. and its  Affiliates  learned  heretofore or hereafter  directly or
     indirectly from WPS Ltd. or TPR (the "Confidential Information"), and shall
     not disclose such  Confidential  Information  to anyone outside of WPS Ltd.
     and its  Affiliates  except with the express prior  written  consent of WPS
     Ltd. and except for  Confidential  Information  which (i) is at the time of
     receipt or thereafter becomes publicly known through no wrongful act of the
     Sellers or (ii) is received  from a third party not under an  obligation to
     keep such information confidential and without breach of this Agreement;

          (c)  during  the  Restricted  Period,  they  shall  not,  directly  or
     indirectly,   knowingly  solicit  or  encourage  any  senior,   managerial,
     professional  or other  non-clerical  employee of WPS Ltd. or any Affiliate
     thereof to leave the  employment of WPS Ltd. or any Affiliate  thereof,  or
     hire any such  employee,  who has left the  employment  of WPS Ltd.  or any
     Affiliate thereof after the date of this Agreement,  within one year of the
     termination of such  employee's  employment  with WPS Ltd. or any Affiliate
     thereof; and

          (d) all memoranda,  notes, lists, records and other documents (and all
     copies  thereof)  made or  compiled  by or made  available  to the  Sellers
     concerning WPS Ltd. or any of its Affiliates  shall be WPS Ltd.'s  property
     and shall be delivered to WPS Ltd. at any time on request.

     8.2 Rights and Remedies Upon Breach.  If any Seller commits a breach of any
of the provisions of Section 8.1 hereof (the "Restrictive Covenants"),  WPS Ltd.
shall have the following rights and remedies (upon compliance with any necessary
prerequisites  imposed by law upon the  availability of such remedies),  each of
which  rights  and  remedies  shall be  independent  of the other and  severally
enforceable  and shall not be affected by the provisions of Article 7 hereof and
all of which  rights and  remedies  shall be in addition to, and not in lieu of,
any other rights and remedies available to WPS Ltd. at law or in equity:


                                       12
<PAGE>

          (a)  The  right  and   remedy  to  have  the   Restrictive   Covenants
     specifically  enforced by any court having equity jurisdiction,  including,
     without  limitation,   the  right  to  an  entry  against  such  Seller  of
     restraining orders and injunctions (preliminary,  mandatory,  temporary and
     permanent)  against  violations,  threatened or actual,  and whether or not
     then continuing,  of such covenants,  it being acknowledged and agreed that
     the Restrictive Covenants are of a special and unique character which gives
     them  peculiar  value and that any such  breach or  threatened  breach will
     cause  irreparable  injury  to WPS Ltd.  and that  money  damages  will not
     provide adequate remedy to WPS Ltd.

          (b) The right and remedy to require such Seller to account for and pay
     over to WPS Ltd. all compensation, profits, monies, accruals, increments or
     other  benefits  (collectively,  "Benefits")  derived or  received  by such
     Seller as the result of any  transactions  constituting  a breach of any of
     the Restrictive  Covenants,  and such Seller shall account for and pay over
     such Benefits to WPS Ltd.

     8.3 Severability of Covenants. Each of the Restrictive Covenants gives rise
to a separate obligation independent of the others. If any court determines that
any  of  the  Restrictive  Covenants,   or  any  part  thereof,  is  invalid  or
unenforceable,  the remainder of the Restrictive Covenants shall not be affected
and shall be given full force, without regard to the invalid portions.

     8.4 Blue  Pencilling.  If any court  determines that any of the Restrictive
Covenants, or any part thereof, is unenforceable because of the duration of such
provision or the area covered thereby, such court shall have the power to reduce
the duration or area of such provision and, in its reduced form,  such provision
shall  then be  enforceable  and shall be  enforced.  By  written  notice to the
Sellers,  WPS  Ltd.  may at any time and from  time to time  reduce  the  scope,
duration  or  geographical  application  of  one  or  more  of  the  Restrictive
Covenants.

     8.5  Enforceability  in  Jurisdictions.  The  parties  intend to and hereby
confer jurisdiction to enforce the Restrictive  Covenants upon the courts of any
jurisdiction within the geographical scope of such Restrictive Covenants. If the
courts of any one or more of such jurisdictions  hold the Restrictive  Covenants
wholly  unenforceable by reason of the breach of such scope or otherwise,  it is
the  intention  of the  parties  that such  determination  not bar or in any way
affect WPS Ltd.'s right to the relief  provided above in the courts of any other
jurisdiction  within the geographical  scope of such covenants as to breaches of
such covenants in such other  respective  jurisdictions,  such covenants as they
relate to each jurisdiction being, for this purpose,  severable into diverse and
independent  covenants  subject,  where  appropriate,  to  the  doctrine  of res
judicata.

     8.6  Consideration.  The Sellers severally  acknowledge and agree that they
will receive a direct, material and substantial benefit from the consummation of
the transactions  contemplated by this Agreement and that such direct,  material
and  substantial  benefit is good and sufficient  consideration  to them for the
performance of their respective obligations under this Article 8.

     8.7  Reasonableness  of  Covenant.  The  Sellers  severally  recognize  and
acknowledge  that the  Restrictive  Covenants,  together with their  performance
thereunder,  is


                                       13
<PAGE>

necessary in order to protect and maintain the  proprietary  interests and other
legitimate  business interests of WPS Ltd. and to afford WPS Ltd. the benefit of
its  bargain  under  this  Agreement  and that  the  Restrictive  Covenants  are
reasonable in all respects.

                                   ARTICLE 9

                TRANSFER RESTRICTIONS; ADDITIONAL CLASS B SHARES

     9.1  Transfer  Restrictions.  Except as permitted by Section 2.1 or 9.2, no
Seller  Exchange  Share  may  be  sold,  transferred  or  made  subject  to  any
Encumbrance  by any Seller.  The Sellers  acknowledge  that the Seller  Exchange
Shares are, and shall  remain,  uncertificated  and that the  ownership of WPSAM
Europe  common  shares is, and shall be,  evidenced  solely by the  register  of
members maintained by WPSAM Europe. WPSAM Europe shall not register any transfer
of Seller  Exchange  Shares that is not in  accordance  with Section 2.1 or 9.2;
provided, however, that WPS Ltd. may waive this covenant in its sole discretion.

     9.2  Permitted  Transfers.  Notwithstanding  any  provision to the contrary
herein, each Seller shall be permitted to transfer Seller Exchange Shares to any
Permitted  Seller  Assignee,  and  any  Permitted  Seller  Assignee  may in turn
transfer  Seller  Exchange  Shares  owned  by it  to  another  Permitted  Seller
Assignee,  if, but only if, the  transferee in the proposed  transfer shall have
executed a written undertaking,  in form and substance satisfactory to WPS Ltd.,
acknowledging  notice  of,  and  agreeing  to be  bound  by,  the  terms of this
Agreement as a Seller.

                                   ARTICLE 10

                              CORPORATE GOVERNANCE

     10.1 Officers and  Directors.  As of the date of this  Agreement or as soon
thereafter  as  practicable,  the officers and directors of WPSAM Europe and the
WPSAM Europe  Subsidiaries shall be as set forth on Schedule 10.1. Such officers
and directors  shall be subject to change in accordance  with applicable law and
the organizational  documents of the respective  companies;  provided,  however,
that  without the written  consent of WPS Ltd. and the  registered  holders of a
majority of the Seller  Exchange  Shares,  prior to July 1, 2006, (a) so long as
Peter J. Rubingh shall be employed by WPS Ltd. and its Affiliates,  he shall not
be  involuntarily  removed from any of his  positions set forth on Schedule 10.1
and (b) the  number  of  directors  of WPSAM  Europe or the  number of  managing
directors of any WPSAM Europe  Subsidiary  shall not be increased or  decreased.
Prior to July 1, 2006,  in the event of the  resignation  or removal of Peter J.
Rubingh,  Frits V. Weynschenk,  Bertus A. Vis or the respective successor of any
of them as a  director  of WPSAM  Europe  or a  managing  director  of any other
company shown on Schedule 10.1, such individual shall be replaced by a candidate
of the registered  owners of a majority of the Seller Exchange Shares,  provided
that such  candidate  shall be an  employee  of WPSAM  Europe or a WPSAM  Europe
Subsidiary .

     10.2  Dividends.  As soon as  practicable  following the end of each fiscal
quarter and the review of WPSAM Europe's accounts by the independent auditors of
WPS Ltd.,  the parties  shall cause the board of  directors  of WPSAM  Europe to
declare a dividend payable on its


                                       14
<PAGE>

shares equal in the  aggregate to the lesser of the  consolidated  net income of
WPSAM Europe and the WPSAM Europe  Subsidiaries  for such fiscal  quarter or the
maximum  dividend  allowable  under  applicable  law,  in  either  case less any
required  repayment  of the  principal  of any  indebtedness  of  WPSAM  Europe;
provided,  however,  that a lesser or no dividend may be declared by affirmative
vote of no fewer than 75% of the directors of WPSAM Europe.

     10.3 Certain  Actions.  Without the affirmative vote of at least 75% of the
directors of WPSAM Europe,  (a) WPSAM Europe shall issue no  additional  shares,
(b) WPSAM  Europe  shall  ensure  that no WPSAM  Europe  Subsidiary  shall issue
additional  shares,  except to WPSAM Europe or another WPSAM Europe  Subsidiary;
and (c) neither the articles of  association of WPSAM Europe or any WPSAM Europe
Subsidiary  nor any  agreement  between WPSAM Europe and either WPS Ltd. or W.P.
Stewart Asset Management  Ltd., a Bermuda company,  shall be modified in any way
that is materially adverse to WPSAM Europe. Each of the Sellers undertakes,  for
so long as such Seller remains the registered  holder of shares of WPSAM Europe,
not in any way to exercise any rights under Section 74 of the Companies Act 1981
of Bermuda to requisition  any special  general  meeting of WPSAM Europe for any
purpose.

     10.4 WPSAM Europe Income.  The charge to WPSAM Europe for the  compensation
of certain employees located in London shall be consistent with Schedule 10.4.

                                   ARTICLE 11

                                  MISCELLANEOUS

     11.1 Assignment. Except pursuant to Section 9.2, 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
WPS Ltd. may assign its right to receive Seller 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  permitted  assigns,  and no other  Person shall have any right,
benefit or obligation hereunder.

     11.2  Notices.  Unless  otherwise  provided  herein,  any notice,  request,
instruction or other  document to be given  hereunder by any party to the others
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 the Sellers:
                          c/o W.P. Stewart Asset Management (Europe) N.V.
                          "Duinzigt"
                          Rhijngeesterstraatweg 40-F
                          2341 B.V. Oegstgeest
                          [Mail:  Postbus 1080
                          2340 BB Oegstgeest]
                          The Netherlands
                          Telephone: 31-71-519-2030
                          Facsimile: 31-71-519-2040


                                       15
<PAGE>

     With a copy to:           Houthoff Buruma
                               Weena 355
                               P.O. Box 1507
                               3000 BM Rotterdam
                               Attention: Monique A.J. Vreeburg
                               Telephone: 31-10-217-2638
                               Facsimile: 31-10-217-2706

     If to WPS Ltd.            W.P. Stewart & Co., Ltd.
     or WPSAM Europe:          Trinity Hall, 43 Cedar Avenue
                               P.O. Box HM 2905
                               Hamilton HM LX
                               Bermuda
                               Attention:  Managing Director
                               Telephone:    (441) 295-8585
                               Facsimile:    (441) 296-6823

     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 11.2, be deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section 11.2, be deemed
given upon receipt, and (iii) if delivered by mail in the manner described above
to the address as provided in this  Section  11.2,  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
11.2).

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

     11.4 Entire  Agreement,  Amendments and Waivers.  This Agreement,  together
with all exhibits and schedules  hereto (which form a part of this Agreement and
are  incorporated


                                       16
<PAGE>

into  this  Agreement  for  all  purposes)  and  the  TPR  Exchange   Agreement,
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 this 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.

     11.5  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.

     11.6  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.

     11.7  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.

     11.8 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.

     11.9 Expenses.  Except as otherwise  provided herein,  the Sellers shall be
responsible for the Seller  Expenses,  and WPS Ltd. shall be responsible for the
WPS Ltd. Expenses.

     11.10  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.

     11.11  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.


                                       17
<PAGE>

     11.12  Effective  Time. The parties agree that  notwithstanding  the actual
Closing Date, the transactions contemplated by Article 2 shall be deemed to have
been consummated at the close of business on the Effective Date.

     11.13 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.


                                       18
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or (in
the case of companies)  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:_________________________________
                                       Name:  Rocco Macri
                                       Title: Deputy Managing Director


                                   W.P. STEWART ASSET MANAGEMENT (EUROPE), LTD.


                                   By:_________________________________
                                       Name:  Rocco Macri
                                       Title: Finance Director


                                   TPR HOLDING B.V.


                                   By:_________________________________
                                       Name:  Peter Jan Rubingh
                                       Title: Managing Director


                                       19
<PAGE>

                                  Schedule 10.1

                                  WPSAM Europe


John C. Russell               Director               Chairman
Hermanus Theodorus Peek*      Director               Deputy Chairman
Peter Jan Rubingh             Director               Managing Director
Mark A. Henderson             Director               Managing Director
Robert D. Rosenthal           Director
Rocco Macri                   Director               Finance Director
Susan G. Leber                                       Deputy Finance Director
Debra Randall                                        Secretary
Lisa D. Levey                                        Assistant Secretary

                  W.P. Stewart Asset Management (Curacao) N.V.
                  --------------------------------------------

              William P. Stewart              Managing Director
              John C. Russell                 Managing Director
              Rocco Macri                     Managing Director
              Peter Jan Rubingh               Managing Director
              Bertus A. Vis                   Managing Director

                   W.P. Stewart Asset Management (Europe) N.V.
                         (formerly TPR & Partners N.V.)
              -------------------------------------------------

               William P. Stewart             Managing Director
               John C. Russell                Managing Director
               Rocco Macri                    Managing Director
               Frits V. Weynschenk            Managing Director
               Peter Jan Rubingh              Managing Director
               Mark A. Henderson              Managing Director
               Susan G. Leber                 Managing Director

                                TPR Curacao N.V.
                               -----------------
               William P. Stewart             Managing Director
               John C. Russell                Managing Director
               Rocco Macri                    Managing Director
               Peter Jan Rubingh              Managing Director
               Mark A. Henderson              Managing Director
               Bertus A. Vis                  Managing Director
               Susan G. Leber                 Managing Director

--------
* Upon the  resignation  or  retirement  of Hermanus  Theodorus  Peek,  Frits V.
Weynschenk shall replace him as a Director.


<PAGE>

                                  Schedule 10.4

WPSAM  Europe  Income.  There shall be added or  subtracted  such portion of the
employee  compensation paid to Mark Henderson and Kathy Willis (or any successor
to substantially all of the duties of either as an employee of WPSAM Europe or a
WPSAM Europe  Subsidiary)  by WPS Ltd. and its  Affiliates,  during the 12-month
period ended June 30, 2006, such that 80% of such  compensation  shall have been
charged to WPSAM Europe; provided, however, that the portion of Mark Henderson's
compensation charged to WPSAM Europe shall not exceed 80% of Peter Jan Rubingh's
compensation  from WPS Ltd. and its Affiliates for the same period. In the event
of a material  change in the portion of the working time of any such  individual
that is devoted to WPSAM Europe and the WPSAM Europe Subsidiaries,  the board of
directors of WPSAM Europe shall make an equitable  adjustment  to the  foregoing
sentence. At all times, the charge to WPSAM Europe for employees shared with WPS
Ltd. or its other  Affiliates  shall  otherwise  be  consistent  with the actual
allocation of their working time and effort.