Exhibit 4.9


                            SHARE EXCHANGE AGREEMENT


     SHARE EXCHANGE  AGREEMENT,  dated as of November 14, 2001 by and among W.P.
Stewart & Co.,  Ltd.,  a Bermuda  company  ("WPS  Ltd."),  TPR Holding  B.V.,  a
corporation  organized under the laws of The Netherlands  ("TPR  Holding"),  and
Hermanus  Theodorus  Peek,  Peter Jan  Rubingh,  Fokke Jan Ozinga  and  Antonius
Adrianus  Maria Wijsman  (collectively,  the "TPR  Owners"),  each of whom is an
individual resident of The Netherlands.

     WHEREAS,  TPR  Holding  holds  12,000  shares of WPSAM  Europe (as  defined
below),  which  constitute  all of the  issued and  outstanding  shares of WPSAM
Europe (the "WPSAM Europe Shares");

     WHEREAS, WPSAM Europe holds all of the issued and outstanding capital stock
of WPSAM Curacao (as defined below) and WPSAM Curacao, in turn, holds all of the
issued and  outstanding  capital  stock of TPR & Partners,  N.V., a  corporation
organized under the laws of The Netherlands ("TPR");

     WHEREAS,  TPR Holding and WPS Ltd. desire to effect the exchange of 330,000
WPS Ltd.  Common Shares (as defined  below) for 9,000 of the WPSAM Europe Shares
(the "TPR Exchange  Shares"),  upon the terms and subject to the  conditions set
forth in this Agreement (the "Share Exchange");

     WHEREAS,  the TPR  Owners  are the  indirect  beneficial  owners of the TPR
Exchange  Shares and, as such, will benefit from the  transactions  contemplated
under this Agreement; and

     WHEREAS,  on December 29, 2000,  WPS Ltd.  acquired 50% of the  outstanding
shares of TPRS  Services  N.V., a  corporation  organized  under the laws of the
Netherlands  Antilles  ("TPRS"),  from TPR (the  "TPRS  Acquisition"),  WPS Ltd.
having previously  acquired the other 50% of the outstanding shares of TPRS (the
"Initial TPRS 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 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 such Person to perform its


<PAGE>


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 by and among WPS Ltd.,
TPR Holding and the TPR Owners,  as such  agreement  may be amended from time to
time.

     "Closing  Date" shall mean the close of business on November 14,  2001,  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 TPR described in the TPR Disclosure Schedules.

     "Effective Date" shall mean 12:01 a.m. (Bermuda time) 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 shares,  capital  stock or other equity
interests  (including the TPR Exchange Shares) or options,  warrants,  rights to
subscribe to, scrip calls, contracts, undertakings, arrangements, commitments to
issue or other  rights of any kind to acquire,  shares,  capital  stock or other
equity interests of any Person.

     "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


                                       2
<PAGE>


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 of any  relevant
jurisdiction,  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 TPR as  presently  conducted  or as proposed to be conducted or to enter into
the  Transaction  Documents  and to  consummate  the  transactions  contemplated
thereby,  including  without  limitation any licenses  required  pursuant to the
Securities  Trade   Supervision  Act  1995  of  The  Netherlands  (wet  toezicht
effectenverkeer).

     "Permitted TPR Assignee"  shall mean (i) any Affiliate of TPR Holding as of
the date hereof, or (ii) Hermanus  Theodorus Peek, Peter Jan 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.

     "Reports"  shall mean those certain reports filed on March 30, 2001 and May
11,  2001,  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.


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<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,  wage, disability, real property, personal property,
sales,  use, Transfer Tax,  registration,  social security  contribution,  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 Holding,
the  TPR  Owners  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.

     "TPR  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.

     "TPR Financial  Statements"  shall mean the consolidated  balance sheets of
TPR and its subsidiaries as of December 31, 2000 and November 14, 2001, together
with the notes  thereon as prepared by TPR (the "TPR  Balance  Sheets")  and the
consolidated  income statements and consolidated cash flow statements of TPR for
the twelve month and nine month  periods then ended as prepared by TPR,  each as
previously delivered to WPS Ltd. and attached hereto as Exhibit F.

     "Transaction  Documents"  shall mean this  Agreement,  the  Deferred  Share
Exchange Agreement (as defined below) 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 common shares of WPS Ltd.,  par value
$US0.001 per share.


                                       4
<PAGE>


     "WPS Ltd. Exchange Shares" shall mean the 330,000 WPS Ltd. Common Shares to
be issued by WPS Ltd. to TPR Holding,  or to Permitted TPR Assignees  designated
by TPR Holding, 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
sheets of WPS Ltd.  and any  related  statements  of income  and  statements  of
stockholders'  equity,  retained  earnings and changes in financial  position or
cash flows, together with the notes thereon, set forth in the Reports.

     "WPSAM" shall mean W.P. Stewart Asset Management Ltd., a Bermuda company.

     "WPSAM Curacao" shall mean W.P. Stewart Asset Management  (Curacao) N.V., a
corporation organized under the laws of Curacao, Netherlands Antilles.

     "WPSAM Europe" shall mean W.P. Stewart Asset Management  (Europe),  Ltd., a
Bermuda company.

     "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
                 ----                                     -------
                 Actions                                  4.11
                 Basket Amount                            8.2
                 Closing                                  3.1
                 Damages                                  8.2
                 Deferred Share Exchange Agreement        7.7
                 Employment Agreements                    7.15
                 Indemnification Claim Notice             8.3
                 Indemnified Party                        8.3
                 Indemnifying Party                       8.3
                 Initial TPRS Acquisition                 Preamble
                 Proceeding                               8.3
                 Share Exchange                           Preamble
                 Sub-solicitor Agreements                 6.9
                 Sub-solicitors                           6.9
                 TPR                                      Preamble
                 TPR Exchange Shares                      Preamble
                 TPR Holding                              Preamble


                                  5
<PAGE>


                 TPR Indemnitees                          8.2
                 TPR Indemnitors                          8.2
                 TPR Owners                               Preamble
                 TPRS                                     Preamble
                 TPRS Acquisition                         Preamble
                 WPS Ltd.                                 Preamble
                 WPS Ltd. Indemnitees                     8.2


                                   ARTICLE 2

                               EXCHANGE OF SHARES

     2.1 TPR  Holding  Exchange  of  Shares.  Upon the terms and  subject to the
conditions  contained  herein,  in consideration of the issue by WPS Ltd. to TPR
Holding  or  Permitted  TPR  Assignees  of the WPS Ltd.  Exchange  Shares and in
reliance upon the  representations,  warranties,  covenants and indemnifications
contained  herein,  TPR Holding  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 10.2 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 TPR  Holding,  on the  Closing  Date,  and as of the
Effective  Date, all of the rights,  title and interest of TPR Holding in and to
the TPR Exchange  Shares.  To the extent required by applicable law, TPR Holding
approves in advance any  assignment by WPS Ltd. of its right to acquire from TPR
Holding  the  TPR  Exchange  Share,  in the  manner  described  in the  previous
sentence.

     2.2 WPS  Ltd.  Exchange  of  Shares.  Upon the  terms  and  subject  to the
conditions  contained herein, in consideration of the transfer by TPR Holding to
WPS Ltd. or a Permitted  WPS Ltd.  Assignee of the TPR Exchange  Shares,  and in
reliance upon the  representations,  warranties,  covenants and indemnifications
contained  herein,  WPS Ltd.  hereby agrees to issue to TPR Holding or Permitted
TPR Assignees as provided in Section 10.2 hereof,  on the Closing Date,  and TPR
Holding  hereby  agrees or, as the case may be,  TPR  Holding  hereby  agrees on
behalf of  Permitted  TPR  Assignees,  to  acquire  from WPS Ltd.,  the 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:


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<PAGE>


          (a) TPR Holding  shall  deliver to WPS Ltd.  (or a Permitted  WPS Ltd.
     Assignee) such documents,  including without  limitation a transfer between
     TPR  Holding  and WPS  Ltd.  or as the  case  may be a  Permitted  WPS Ltd.
     Assignee, as shall be acceptable to WPS Ltd. and its counsel evidencing the
     transfer of the TPR  Exchange  Shares to WPS Ltd.  or a Permitted  WPS Ltd.
     Assignee,  free and clear of any and all Encumbrances,  and will ensure the
     immediate registration of such transfer in the register of members of WPSAM
     Europe.

          (b) TPR Holding  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 Holding (or  Permitted  TPR  Assignees)  the 330,000 WPS Ltd.  Exchange
     Shares and certificates  evidencing the 330,000 WPS Ltd. Exchange Shares to
     be issued by WPS Ltd.,  evidencing the registered  ownership of such shares
     by TPR Holding (or Permitted TPR Assignees).

          (d) WPS  Ltd.  shall  deliver  to TPR  Holding  all  other  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 Holding (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 Holding (or
     any Permitted TPR Assignee) pursuant hereto shall be in form and substance,
     and shall be executed in a manner, reasonably satisfactory to TPR Holding.

                                   ARTICLE 4

                  REPRESENTATIONS AND WARRANTIES OF TPR HOLDING

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

     4.1 Authority;  Ownership of Shares; No Conflict or Violation.  TPR Holding
has all  necessary  power and  authority to hold the TPR 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 enter into the
Transaction  Documents and 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 Holding owns as


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<PAGE>


the registered holder and beneficially all of the WPSAM Europe Shares,  free and
clear of all  Encumbrances.  The WPSAM Europe Shares represent all of the shares
of  WPSAM  Europe  issued  and  outstanding.  The TPR  Indemnitors  own,  as the
registered  holders or beneficially,  no Equity Interests of WPSAM Europe or TPR
other than the WPSAM Europe Shares. Upon the transfer on the Closing Date by TPR
Holding to WPS Ltd. or a Permitted  WPS Assignee of the TPR  Exchange  Shares in
accordance  with Section 2.1 of this  Agreement,  WPS Ltd. or such Permitted WPS
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 any TPR Indemnitor of any Legal Requirement.

     4.2 No Brokers;  No Agreements to Sell. Neither TPR Holding,  WPSAM Europe,
WPSAM Curacao nor TPR, 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.,  WPSAM Europe,  WPSAM Curacao or TPR
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 Holding nor WPSAM Europe nor any WPSAM Europe Subsidiary has any obligation,
absolute or  contingent,  to any other Person to sell any shares or other Equity
Interest of WPSAM  Europe or any WPSAM  Europe  Subsidiary  or to enter into any
agreement with respect thereto.

     4.3 Organization of TPR Holding;  No Conflict or Violation.  TPR Holding is
duly formed and validly  existing under the laws of The Netherlands as a limited
liability company (besloten venootschap). All actions necessary to authorize TPR
Holding  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 result in a violation of or a conflict  with any Legal  Requirement
or the articles of association, by-laws or other organizational documents of TPR
Holding.

     4.4  Organization  of  Subsidiaries.  Each WPSAM Europe  Subsidiary is duly
formed and  validly  existing  as a company  with  limited  liability  (naamloze
venootschap) under the laws of The Netherlands or The Netherlands  Antilles,  as
the case may be, and has full  corporate  power and  authority to own its assets
and properties.  Each WPSAM Europe Subsidiary 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 WPSAM Europe and each
WPSAM Europe Subsidiary 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  and the articles of association of such company.  Except as
disclosed on Schedule 4.4 hereto,  TPR does not own directly or  indirectly  any
Equity  Interests  of, nor is it in any manner  affiliated  (whether  through an
Investment or other participation of any kind) with any Person.


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<PAGE>


     4.5  Capitalization.  The authorized share capital of WPSAM Europe consists
solely of  12,000  shares,  all of which  are  issued  and  outstanding  and are
fully-paid.  WPSAM  Europe owns all of the  outstanding  capital  stock of WPSAM
Curacao and WPSAM Curacao owns all of the outstanding  capital stock of TPR. TPR
owns all of the issued and outstanding capital stock of TPR Curacao N.V. and TPR
Curacao N.V. owns all of the  outstanding  capital stock of WPSH Management N.V.
In each case such  ownership is free and clear of all  Encumbrances.  All of the
issued and outstanding  shares of WPSAM Europe and each WPSAM Europe  Subsidiary
have been duly authorized and are validly issued, fully paid, non-assessable and
free of  preemptive  rights  and  have  been  offered,  sold  and  delivered  in
compliance with applicable securities laws. There are no subscriptions, options,
warrants,  calls,  commitments or other rights of any kind  outstanding  for the
purchase of, nor any  outstanding  securities  convertible or  exchangeable  for
shares or other Equity Interests of WPSAM Europe or any WPSAM Europe Subsidiary.

     4.6  Authorization:  Binding  Effect.  WPSAM  Europe and each WPSAM  Europe
Subsidiary  have all necessary  corporate  power and authority to own, lease and
operate the assets owned by them.

     4.7 Absence of Certain Changes or Events.  Since December 31, 1999,  except
as set forth on Schedule 4.7 or 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  WPSAM  Europe  or any  WPSAM  Europe
     Subsidiary;

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

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

          (d) borrowing of money by WPSAM Europe or any WPSAM Europe Subsidiary;

          (e) mortgage,  pledge,  lien or other Encumbrance of any of the assets
     of WPSAM Europe or any WPSAM Europe Subsidiary;

          (f) disclosure of confidential  information to any Person,  other than
     to authorized  representatives  of WPS Ltd. or pursuant to  confidentiality
     agreements  identified  on Schedule 4.9 and in full force and effect on the
     date hereof;

          (g) action by WPSAM Europe or any WPSAM Europe  Subsidiary  other than
     in the ordinary  course of business and in accordance  with past custom and
     practice;


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<PAGE>


          (h) grant of  bonuses,  salary or  benefits  increases,  severance  or
     termination  pay to any officer,  employee or consultant of WPSAM Europe or
     any WPSAM Europe Subsidiary;

          (i)  any  commitment  for  any  capital   expenditures  or  charitable
     contributions  by WPSAM Europe or any WPSAM Europe  Subsidiary in excess of
     US$10,000 in the aggregate;

          (j) 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
     WPSAM Europe or any WPSAM Europe Subsidiary or any event or condition which
     could, in any one case or in the aggregate, result in an Adverse Effect for
     WPSAM Europe or any WPSAM Europe Subsidiary; or

          (k) agreement by WPSAM Europe or any WPSAM Europe Subsidiary to do any
     of the foregoing, as applicable,

     4.8 Tangible  Assets.  Except as set forth on Schedule  4.8,  neither WPSAM
Europe  nor  any  WPSAM  Europe  Subsidiary  owns  any  real  estate,  fixtures,
furniture,  equipment or other  tangible  assets.  TPR owns good and  marketable
title to each of the tangible  properties and tangible  assets  reflected on the
December 31, 2000 TPR Balance Sheet or acquired since the date thereof, free and
clear of all Encumbrances,  except for (i) liens set forth on Schedule 4.8, (ii)
personal  property  subject  to lease,  all of which  leases are  identified  on
Schedule  4.9,  and (iii)  assets  disposed  of since  December  31, 2000 in the
ordinary  course of  business.  TPR owns,  or leases  under  valid  leases,  all
equipment and other tangible assets necessary for the conduct of its business as
currently conducted.

     4.9 Contracts and Commitments. Except as set forth on Schedule 4.9, neither
WPSAM Europe nor any WPSAM Europe  Subsidiary  is a party to any written or oral
agreement  or  commitment  of any  kind.  The  WPSAM  Europe  Subsidiaries  have
performed in all material  respects all obligations  required to be performed by
them in connection  with the contracts  described on Schedule 4.9 and are not in
receipt of any claim or default under any such contract.  The TPR Owners have no
knowledge  of any breach or  anticipated  breach by any other  party to any such
contract. Prior to the date of this Agreement, WPS Ltd. has been supplied with a
true and complete copy of each written  contract,  and a written  description of
each oral  contract,  described on Schedule 4.9,  together with all  amendments,
waivers or other changes thereto.

     4.10 TPR Financial Statements. The TPR Financial Statements have heretofore
been  delivered to WPS Ltd.  The TPR  Financial  Statements  are complete in all
material  respects,  have been prepared in accordance  with U.S. GAAP (except in
that they exclude certain notes required under U.S. GAAP)  consistently  applied
and in accordance with the books and records of TPR and its subsidiaries, fairly
and  accurately  reflect the assets,  liabilities  and  financial  condition and
results of  operations of TPR and its  subsidiaries  and contain and reflect all
necessary  adjustments for a fair representation of the TPR Financial Statements
as of the respective dates and for the respective periods covered thereby.


                                       10
<PAGE>


     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) WPSAM Europe, (ii) any WPSAM
Europe  Subsidiary  or  (iii)  any  of  the  transactions  contemplated  by  the
Transaction  Documents.  Neither WPSAM Europe nor any WPSAM Europe Subsidiary is
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
WPSAM Europe or any WPSAM Europe Subsidiary.

     4.12 Liabilities.  Neither WPSAM Europe nor any WPSAM Europe Subsidiary has
any  liabilities or obligations  (absolute,  accrued,  contingent or otherwise),
except  liabilities  which are reflected and adequately  reserved against on the
November 14, 2001 TPR Balance Sheet or disclosed on Schedule 4.12.

     4.13  Compliance  with Law. WPSAM Europe and the WPSAM Europe  Subsidiaries
have complied in all respects with all applicable  Legal  Requirements.  Neither
WPSAM  Europe nor any WPSAM  Europe  Subsidiary  has  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 WPSAM Europe,  any WPSAM Europe  Subsidiary or TPR Holding to permit the
consummation  of the  transaction  contemplated  by the  Transaction  Documents.
Neither WPSAM Europe nor any WPSAM Europe Subsidiary is relying on any exemption
from or deferral of any such  applicable  law,  regulation or other  requirement
that would not be available to it after the Closing.

     4.14 Tax Matters.  (a) WPSAM Europe and each WPSAM Europe  Subsidiary have:
(i)  timely  filed  (or has had  timely  filed on  their  behalf)  all  returns,
declarations, reports, estimates, information returns and statements ("Returns")
required  to be filed or sent by them in  respect of any Taxes due or payable on
or prior  to the  date  hereof  or  required  to be filed or sent by them by any
taxing  authority  having  jurisdiction  on or prior to the date  hereof,  which
Returns are true and correct in all material respects and have been completed in
all  material  respects  in  accordance  with  applicable  law;  (ii) timely and
properly  paid (or have had paid on their behalf or adequate  reserves  exist on
the November 14, 2001 TPR Balance  Sheet with respect to) all Taxes payable with
respect to such Returns and/or the periods to which such Returns pertain,  other
than such Taxes as are being contested in good faith by appropriate  proceedings
and which are  adequately  reserved  for in  accordance  with U.S.  GAAP;  (iii)
complied,  in all  material  respects,  with  all  applicable  laws,  rules  and
regulations  relating to the withholding of Taxes and the payment  thereof,  and
timely and properly withheld from individual employee wages and paid over to the
proper governmental  authorities all amounts required to be so withheld and paid
over under all applicable laws.

     (b) There are no liens for Taxes upon any of the assets of WPSAM  Europe or
any WPSAM Europe Subsidiary, except liens for Taxes not yet due.


                                       11
<PAGE>


     (c)  Neither  WPSAM  Europe  nor  any  WPSAM  Europe  Subsidiary  has  been
delinquent  in the  payment  of any Tax.  No  deficiency  for any Taxes has been
proposed,  asserted  or  assessed  against  WPSAM  Europe  or any  WPSAM  Europe
Subsidiary that has not been resolved and paid in full. No waiver,  extension or
comparable  consent  given  by  WPSAM  Europe  or any  WPSAM  Europe  Subsidiary
regarding  the  application  of the statute of  limitations  with respect to any
Taxes or Returns  is  outstanding,  nor is any  request  for any such  waiver or
consent  pending.  Except as set forth on Schedule  4.14,  there has been no Tax
audit or other administrative  proceeding or court proceeding with regard to any
Taxes or Returns, nor is any such Tax audit or other proceeding pending, nor has
there  been any notice to WPSAM  Europe or any WPSAM  Europe  Subsidiary  by any
Taxing authority  regarding any such Tax, audit or other proceeding,  or, to the
knowledge  of the  TPR  Owners,  is any  such  Tax  audit  or  other  proceeding
threatened with regard to any Taxes or Returns. There is no reasonable basis for
the  assessment  of any  additional  Taxes of WPSAM  Europe or any WPSAM  Europe
Subsidiary,  and there are no unresolved  questions or disputes nor is there any
reasonable basis for any questions, claims, or disputes concerning the liability
for Taxes of WPSAM Europe or any WPSAM Europe  Subsidiary which would exceed the
reserves established on the November 14, 2001 TPR Balance Sheet.

     (d) Neither WPSAM Europe nor any WPSAM Europe  Subsidiary has requested any
extension  of time within  which to file any Return,  which Return has not since
been filed.

     (e) Except as set forth on Schedule 4.14, WPSAM Europe and the WPSAM Europe
Subsidiaries have no liabilities for unpaid Taxes which have not been accrued or
reserved  against  in  the  TPR  Financial   Statements,   whether  asserted  or
unasserted,  contingent or  otherwise,  and they have not incurred any liability
for Taxes since December 31, 2000 other than in the ordinary  course of business
consistent with past practice.

     (f) TPR has  provided  to WPS Ltd.  copies  of all  income  and all VAT Tax
Returns of TPR and its subsidiaries for all periods.

     (g) TPR is not a party to any tax sharing,  indemnification  or  allocation
agreement and does not owe any amount under any such agreement.

     (h) Except as set forth on Schedule 4.14, WPSAM Europe and the WPSAM Europe
Subsidiaries  have not been  required  to file Tax Returns  with  respect to any
period ending at or prior to the Closing Date.

     4.15 Leases.  WPSAM Europe and the WPSAM Europe Subsidiaries do not own any
real property.  The real property demised by the leases (the "Leases") described
on Schedule 4.15 constitutes all of the real property  rented,  used or occupied
thereby.  The  Leases  are in full  force and  effect  and TPR holds a valid and
existing  leasehold  interest under each of the Leases for the term set forth on
Schedule  4.15.  TPR has delivered to WPS Ltd.  complete and accurate  copies of
each of the Leases,  and none of the Leases has been  modified  in any  respect,
except to the extent that such modifications are disclosed by such copies. WPSAM
Europe and the WPSAM  Europe  Subsidiaries  are not in  default in any  material
respect,  and  the  TPR  Owners  have  no  knowledge  of  the  existence  of any
circumstances which, if unremedied, would, either


                                       12
<PAGE>


with or without  notice or the passage of time or both,  result in such  default
under any of the Leases;  nor, to the knowledge of the TPR Owners,  is any other
party to any of the Leases in default in any material  respect  thereunder.  The
TPR  Owners  are  not  aware  of the  existence  of  any  threatened  or  actual
condemnation proceeding with respect to any of the Leases, except, in each case,
with respect to violations the potential consequences of which do not or are not
reasonably likely, individually or in the aggregate, to have an Adverse Effect.

     4.16  Intellectual  Property.  (a) TPR owns,  or is licensed  or  otherwise
possesses  legally  enforceable  rights  to use,  all  patents,  patent  rights,
trademarks,  trademark rights,  trade names,  trade name rights,  service marks,
copyrights and any applications for any of the foregoing,  technology, know-how,
trade secrets, algorithms, processes, computer software programs or applications
(in both  source  code  and  object  code  form),  and  tangible  or  intangible
proprietary information or material  ("Intellectual  Property") that are used or
proposed  to be  used  in the  business  of the  WPSAM  Europe  Subsidiaries  as
currently  conducted  or  proposed  to  be  conducted  (collectively,   "Company
Intellectual Property").

     (b)  Schedule  4.16 lists (i) all patents and patent  applications  and all
registered  and  unregistered  trademarks,  trade names and service  marks,  and
registered  and  unregistered  copyrights  included in the Company  Intellectual
Property,  including the  jurisdictions in which each such Company  Intellectual
Property  right has been issued or  registered or in which any  application  for
such  issuance and  registration  has been filed,  (ii) all  material  licenses,
sublicenses  and other  agreements  as to which WPSAM Europe or any WPSAM Europe
Subsidiary is a party and pursuant to which any third party is authorized to use
any Company Intellectual Property, and (iii) all material licenses,  sublicenses
and other agreements as to which WPSAM Europe or any WPSAM Europe  Subsidiary is
a party and  pursuant to which WPSAM Europe or any WPSAM  Europe  Subsidiary  is
authorized to use any third-party patents,  trademarks or copyrights,  including
software.  The execution  and delivery of this  Agreement by TPR Holding and the
consummation of the transactions  contemplated hereby, will neither cause TPR to
be in violation or default under any such license,  sublicense or agreement, nor
entitle  any  other  party to any  such  license,  sublicense  or  agreement  to
terminate  or  modify  to  any  material  extent  such  license,  sublicense  or
agreement.  Except  as set forth on  Schedule  4.16,  WPSAM  Europe or any WPSAM
Europe  Subsidiary  is the sole and  exclusive  owner or  licensee  of, with all
right,  title and interest in and to (free and clear of any  Encumbrances),  the
Company  Intellectual  Property,  and has sole and exclusive  rights (and is not
contractually  obligated to pay any  compensation  to any third party in respect
thereof) to the use thereof or the material  covered  thereby in connection with
the services or products in respect of which  Company  Intellectual  Property is
being used by WPSAM Europe or any WPSAM Europe Subsidiary.

     (c) All patents,  registered trademarks,  service marks and copyrights held
by WPSAM  Europe or any WPSAM  Europe  Subsidiary  are  valid and  existing  and
neither WPSAM Europe nor any WPSAM Europe  Subsidiary has received notice of any
assertion  or claim  (or,  to the TPR  Owners'  knowledge,  a  reasonable  basis
therefor) challenging the validity or enforceability of any Company Intellectual
Property.  Neither WPSAM Europe nor any WPSAM Europe Subsidiary has been sued in
any suit,  action or proceeding  which involves a claim of  infringement  of any
patents, trademarks,  service marks, copyrights or violation of any trade secret
or other proprietary right of any third party. To the TPR Owner's knowledge,  no
third party is challenging the ownership,  or the validity or effectiveness  of,
any of the Company


                                       13
<PAGE>


Intellectual  Property.  Neither WPSAM Europe nor any WPSAM Europe Subsidiary is
in  breach  or  violation  of any  license  agreement,  and to the  TPR  Owners'
knowledge  no other  party is in breach or  violation  of,  nor is any breach or
violation threatened under, any license agreement.

     (d) Neither WPSAM Europe nor any WPSAM Europe  Subsidiary  has  experienced
any material  disruption  or  interruption  of its business or  operations  as a
result of or related to any of its  information  systems,  data  processing  and
other hardware, software and other systems, facilities,  programs and procedures
(collectively,  "Information  Systems")  failing  to be Y2K  Compliant  or  Euro
Compliant.  "Y2K Compliant" means, with respect to any Information  System, that
such Information System (i) handles date information involving any and all dates
before,  during  and/or  after  January  1,  2000,  including  accepting  input,
providing  output and performing  date  calculations  in whole or in part;  (ii)
operates accurately without  interruption on and in respect of any and all dates
before,  during  and/or  after  January  1,  2000  and  without  any  change  in
performance;  (iii)  responds  to and  processes  two-digit  year input  without
creating  any  ambiguity as to the  century;  and (iv) stores and provides  date
input information without creating any ambiguity as to the century, in each case
without  utilizing  bridges,  gateways and the like while still  preserving  the
level of  functionality,  usability,  reliability,  efficiency,  performance and
accessibility  of such data and  associated  programs  as  existed  prior to any
modification of such Information System and its constituent elements to make the
same Y2K Compliant.  "Euro  Compliant"  means,  with respect to any  Information
System that such Information System,  including without limitation accounting or
bookkeeping   systems,  is  prepared  for  and  able  to  conduct  and  register
transactions in the European  Currency,  the Euro, as well as make any necessary
conversions  between the Euro and  national  currencies  and rounding of decimal
points in accordance with EU regulation.

     4.17  Employees.  (a)  Except as set  forth on  Schedule  4.17:  (i) to the
knowledge of the TPR Owners, no officer,  manager or employee of WPSAM Europe or
any WPSAM Europe  Subsidiary  has any plans as of the date of this  Agreement to
terminate  his or her  employment;  (ii)  WPSAM  Europe  and  the  WPSAM  Europe
Subsidiaries have complied,  in all material respects,  with all applicable laws
relating to the employment of labor,  including  provisions  thereof relating to
wages, hours, equal opportunity, collective bargaining and the payment of social
security and other taxes as well as contributions to pension plans;  (iii) WPSAM
Europe  and the WPSAM  Europe  Subsidiaries  have no  material  labor  relations
problem  pending and their labor relations are  satisfactory;  (iv) there are no
workers'  compensation claims pending against TPR or any WPSAM Europe Subsidiary
nor is any of the TPR Owners aware of any facts that would be reasonably  likely
to  give  rise to such a  claim;  (v) to the  knowledge  of the TPR  Owners,  no
employee  is subject to any  secrecy or  noncompetition  agreement  or any other
agreement or restriction  of any kind that would be reasonably  likely to impede
in any way the  ability of such  employee to carry out fully all  activities  of
such employee in furtherance  of the business of WPSAM Europe;  (vi) no employee
or former  employee  has any claim  with  respect  to any  Company  Intellectual
Property;  and (vii) to the  knowledge of the TPR Owners,  no employee or former
employee has worked or is working for a direct competitor of WPSAM Europe.

     (b)  Schedule  4.17  lists as of the date set  forth in the  Schedule  each
employee performing functions in connection with the business of WPSAM Europe or
any WPSAM Europe  Subsidiary,  the position,  title,  name,  age, place of work,
membership  in  labor  unions,   collective  bargaining  agreements,   salaries,
allowances and other benefits of any nature (including


                                       14
<PAGE>


but not limited to medical,  surgical,  health  care,  hospitalization,  dental,
vision,  workers'  compensation,   life  insurance,  death,  disability,   legal
services,  severance,   sickness,  accident,  cafeteria  plan,  pension,  profit
sharing,   stock  bonus,   retirement,   supplemental   retirement  or  deferred
compensation  benefits,  bonuses,  incentive  compensation,  stock option, stock
appreciation right, phantom stock or stock purchase benefits,  change in control
benefits,   salary  continuation,   unemployment,   supplemental   unemployment,
termination  pay,  vacation  or  holiday  benefits,  and  benefits  which may be
increased or vested as a result of change in control of TPR) and the  disclosure
is correct,  true and complete in all  material  respects and there are no other
salaries,  allowances  or other  benefits of any nature in force with respect to
any such  employees.  WPSAM  Europe and the WPSAM Europe  Subsidiaries  have not
within the last three years been  engaged or involved in any labor  dispute with
any employee,  any labor union, staff association or any other body representing
workers,  and no event has occurred which could or might  reasonably be expected
to give rise to any such  dispute or action.  WPSAM  Europe and the WPSAM Europe
Subsidiaries have complied with all legal obligations to inform and consult with
labor unions and other representatives of workers.

     (c) WPS Ltd. has received  true and  complete  copies of all Employee  Plan
documents of WPSAM Europe and each WPSAM Europe  Subsidiary,  including  related
trust agreements.

     (d)  WPSAM  Europe  and the  WPSAM  Europe  Subsidiaries  have no actual or
potential  liability  for  death  or  medical  benefits  after  separation  from
employment.

     (e) Neither  TPR nor any  subsidiary  thereof  nor any of their  respective
directors,  officers, employees or other "fiduciaries," has committed any breach
of fiduciary  responsibility  imposed by any  applicable law with respect to the
Employee  Plans which would  subject  TPR,  WPS Ltd. or any of their  respective
Affiliates,  directors,  officers  or  employees  to  any  liability  under  any
applicable law.

     (f) Except with respect to Taxes on benefits  paid or provided,  no Tax has
been waived or excused, has been paid or is owned by any person (including,  but
not limited to, any Employee Plan, any Employee Plan fiduciary,  WPSAM Europe or
any  WPSAM  Europe  Subsidiary)  with  respect  to  the  operations  of,  or any
transactions  with respect to, any Employee  Plan.  No action has been taken nor
has there been any failure to take any  action,  nor is any action or failure to
take  action  contemplated   (including  all  actions  contemplated  under  this
Agreement),  that would  subject  any person or entity to any  liability  or Tax
imposed by law in  connection  with any Employee  Plan. No reserve for any Taxes
has been  established  with respect to any Employee Plan nor has any advice been
given to WPSAM Europe or any WPSAM Europe Subsidiary with respect to the need to
establish such a reserve.

     (g)  There  are  no (i)  legal,  administrative  or  other  proceedings  or
governmental  investigations  or  audits,  or  (ii)  complaints  to  or  by  any
governmental  entity,  which are pending or, to the knowledge of the TPR Owners,
anticipated or threatened,  against any Employee Plan or its assets,  or against
any Employee  Plan  fiduciary or  administrator,  or against WPSAM Europe or any
WPSAM Europe  Subsidiary or their respective  officers or employees with respect
to any Employee Plan.


                                       15
<PAGE>


     4.18  Insurance.  Schedule 4.18 lists and briefly  describes each insurance
policy maintained by WPSAM Europe and any WPSAM Europe Subsidiary and sets forth
the date of  expiration of each such  insurance  policy.  All of such  insurance
policies  are in full force and effect and are issued by insurers of  recognized
responsibility.  Neither  WPSAM  Europe nor any WPSAM  Europe  Subsidiary  is in
default with respect to its obligations under any of the insurance policies. The
TPR Owners  have no  knowledge  of any  threatened  termination  of, or material
premium increase with respect to, any of such policies.

     4.19 Affiliate Transactions. Except as disclosed on Schedule 4.19 and other
than pursuant to this  Agreement,  no director or officer of WPSAM Europe or any
member of the immediate family of any such director or officer, or any entity in
which any of such persons owns any beneficial  interest (other than any publicly
held corporation whose stock is traded on a national  securities  exchange or in
the  over-the-counter  market and less than one percent of the stock of which is
beneficially owned by any of such persons)  (collectively  "insiders"),  has any
agreement  with WPSAM Europe or any WPSAM Europe  Subsidiary  (other than normal
employment  arrangements)  or any interest in any  property,  real,  personal or
mixed,  tangible or  intangible,  used in or pertaining to the business of WPSAM
Europe or any WPSAM Europe Subsidiary (other than indirect  ownership of capital
stock of TPR Holding).  None of the insiders has any direct or indirect interest
(other than in any publicly held corporation  whose stock is trade on a national
securities exchange or in the over-the-counter  market and less than one percent
of the  stock of  which is  beneficially  owned by any of such  persons)  in any
competitor,  vendor, supplier or customer of WPSAM Europe or any WPSAM Europe or
any WPSAM Europe Subsidiary leases any property, or in any other person, firm or
entity with whom WPSAM Europe or any WPSAM Europe Subsidiary  transacts business
of any nature.  For purposes of this Section 4.19,  the members of the immediate
family of a director or officer shall consist of the spouse and children of such
director or officer.

     Neither TPR nor any subsidiary  thereof nor any person  representing TPR or
any  subsidiary  thereof  has  at any  time  made  any  payment  to  any  Dutch,
Netherlands  Antilles  or  foreign  governmental  officer or  official,  whether
national,  federal,  state,  provincial or local,  or other person  charged with
similar public or quasi-public duties, other than payments required or permitted
by the laws of the applicable jurisdiction.

     4.20 Environmental Matters. (a) As used in this Section 4.20, the following
terms shall have the following meanings:

          (i)  "Hazardous  Materials"  means any  dangerous,  toxic or hazardous
pollutant, contaminant,  chemical, waste, material or substance as defined in or
governed by any  national,  federal,  provincial,  state or local law,  statute,
code,  ordinance,  regulation,  rule  or  other  requirement  relating  to  such
substance or otherwise  relating to the  environment  or human health or safety,
including  without  limitation  any waste,  material,  substance,  pollutant  or
contaminant  that  might  cause any  injury to human  health or safety or to the
environment or might subject WPSAM Europe or any WPSAM Europe  Subsidiary to any
imposition of costs or liability under any Environmental Law.

          (ii)  "Environmental  Laws" means all applicable  Dutch or Netherlands
Antilles national,  federal, state,  provincial,  local and foreign laws, rules,
regulations, codes,


                                       16
<PAGE>


ordinances,  orders,  decrees,  directives,  permits,  licenses,  exemptions and
judgments relating to pollution, contamination or protection of the environment.

          (iii)   "Release"  shall  mean  the  spilling,   leaking,   disposing,
discharging,  emitting,  depositing,  ejecting,  leaching, escaping or any other
release  or  threatened  release,   however  defined,   whether  intentional  or
unintentional, of any Hazardous Material.

     (b) TPR and each subsidiary thereof is and has always been in compliance in
all material respects with all applicable Environmental laws.

     (c) TPR and each subsidiary  thereof have obtained,  and maintained in full
force  and  effect,  all  environmental  permits,   licenses,   certificates  of
compliance,  approvals  and other  authorizations  necessary  to  conduct  their
business  and own or operate  their  assets  (collectively,  the  "Environmental
Permits").  A copy of each such  Environmental  Permit has been  provided to WPS
Ltd. TPR and each  subsidiary  thereof have conducted and conduct their business
in compliance with all terms and conditions of the Environmental  Permits in all
material  respects.  TPR and each subsidiary  thereof have filed all reports and
notifications  required to be filed by them under and pursuant to all applicable
Environmental  Laws,  except for those reports and  notifications  for which the
consequences of the failure to file would not, individually or in the aggregate,
reasonably be expected to have an Adverse Effect.

     (d) Except as set forth on Schedule 4.20:

          (i) during the operation of the business by WPSAM Europe and the WPSAM
Europe  Subsidiaries,  no Hazardous  Materials  have been  Released on, under or
about any part of their  assets,  in a quantity in excess of the limits  imposed
by, or in a manner in violation of, applicable Environmental Laws; and

          (ii) to the  knowledge  of the TPR Owners none of the assets  owned or
used by WPSAM Europe and the WPSAM  Europe  Subsidiaries  contain any  asbestos,
urea, formaldehyde,  radon at levels above natural background or polychlorinated
biphenyls  (PCBs) in a  quantity  in excess of the  limits  imposed  by, or in a
manner in violation of, applicable Environmental Laws.

     (e) Except as set forth on  Schedule  4.20,  neither  WPSAM  Europe nor any
WPSAM Europe Subsidiary has received any written notice or claim alleging in any
manner  that it is or  might  be  potentially  responsible  for any  Release  of
Hazardous  Materials or any costs  arising  under or violation of  Environmental
Laws.

     (f) No  expenditure  other than that  currently made by TPR in the ordinary
course of business  will be  required in order to comply with any  Environmental
Laws in effect at the time of the Closing.

     (g) TPR has disclosed and delivered to WPS Ltd. all  environmental  reports
and investigations which it has obtained or ordered.

     4.21 Bank  Accounts.  Schedule  4.21 sets forth a full and complete list of
all bank accounts and safe deposit boxes of TPR or any subsidiary  thereof,  the
number of each such


                                       17
<PAGE>

account or box, and the names of the persons authorized to draw on such accounts
or to access such boxes.  All cash in such  accounts is held in demand  deposits
and is not subject to any restriction or documentation as to withdrawal.

     4.22 Indemnification  Obligations.  The TPR Owners have no knowledge of any
action,  proceeding or other event pending or threatened  against any officer or
director of WPSAM Europe or any WPSAM Europe Subsidiary which would give rise to
any indemnification obligation of WPSAM Europe or any WPSAM Europe Subsidiary or
its officers and directors under its articles of association, rules of procedure
of the  board  of  directors  or any  agreement  with  any  of its  officers  or
directors.

     4.23  Misstatements or Omissions.  No  representations or warranties by TPR
Holding 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
Holding has  disclosed  to WPS Ltd. all material  events,  conditions  and facts
affecting the TPR Exchange  Shares,  the assets,  the earnings and the condition
(financial or otherwise) of WPSAM Europe and the WPSAM Europe Subsidiaries.

     4.24 Reports. The TPR Owners have received and reviewed the Reports.

     4.25 Investment.  TPR Holding and the TPR Owners are acquiring the WPS Ltd.
Exchange Shares for their own account, for investment, and without a view toward
the public distribution thereof in violation of the Securities Act.

     4.26 Securities Not Registered.  TPR Holding and the TPR Owners acknowledge
that (i) the WPS Ltd.  Exchange  Shares are not registered  under the Securities
Act, (ii) the WPS Ltd.  Exchange Shares are therefore 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.

     4.27  Accredited  Investor.  Each of TPR Holding and the TPR Owners  hereby
acknowledges  that it or he is an "accredited  investor" as such term is defined
in the Securities Act, it or he is a sophisticated  investor which is capable of
evaluating its or his investment in the WPS Ltd.  Exchange  Shares and the risks
involved in such  investment  and it or he 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.

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

     5.1 Organization;  Capitalization.  WPS Ltd. 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


                                       18
<PAGE>


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.

     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
to TPR Holding (or Permitted TPR Assignees) 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., TPR Holding (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 will be validly issued, fully paid and non-assessable.

     5.4 Certain Consents and Approvals. Except as set forth on Schedule 5.4, 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 WPSAM Europe or TPR Holding to
pay any finder's fee, brokerage commission or similar payment in connection with
the transactions contemplated by the Transaction Documents.

     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 Holding.  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 records of WPS
Ltd.,  accurately  reflect the assets,  liabilities and financial  condition and
results of operations indicated thereby and contain and reflect all


                                       19
<PAGE>


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, 2001, 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.

     5.9  Litigation.  Except as set forth on Schedule 5.9, 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  Balance  Sheet  as of
September  30, 2001,  and (ii)  liabilities  incurred in the ordinary  course of
business and consistent with past practices since September 30, 2001.

     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


                                       20
<PAGE>


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 HOLDING

     The  obligation  of TPR Holding to transfer to WPS Ltd. on the Closing Date
the TPR Exchange  Shares is subject in the sole and absolute  discretion  of TPR
Holding 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 Holding 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
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  Holding  (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.

     6.5 Corporate Documents.  TPR Holding 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 in connection with the transactions contemplated
by the Transaction Documents and (b) copies of the memorandum of association and
bye-laws of WPS Ltd.,  each as in effect on the Closing  Date,  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  Holding  to any  penalty,
liability or other onerous condition arising out of any Legal Requirement.

     6.7  Employment  Agreements.  TPR shall have  executed  and  delivered  the
Employment Agreements.


                                       21
<PAGE>


     6.8 Deferred  Share  Exchange  Agreement.  WPS Ltd. shall have executed and
delivered a Deferred  Share  Exchange  Agreement  in  substantially  the form of
Exhibit A hereto.

     6.9 Cooperation and Sub-solicitor Agreements. WPS Ltd. and WPSAM shall have
executed and delivered Cooperation Agreements with WPSAM Europe in substantially
the forms set forth in Exhibits C-1 and C-2,  respectively,  and agreements with
WPSAM   Europe  and  the   companies   listed  on   Schedule   6.9  hereto  (the
"Sub-solicitors")  in substantially  the form set forth as Exhibit D hereto (the
"Sub-solicitor Agreements").

     6.10  Account  Servicing  Agreement.  WPS Ltd.  and WPSAM Europe shall have
executed and delivered an Account Servicing  Agreement in substantially the form
set forth in Exhibit E.

     6.11  Oegstgeest  Lease.  TPR shall have  executed and delivered to the TPR
Owners and Fritz Weynschenk the lease described in Section 7.14 hereof.

     6.12 Governance. The officers and directors of WPSAM Europe shall be as set
forth on Schedule 10.1 to the Deferred Share Exchange Agreement.

                                   ARTICLE 7

                    CONDITIONS TO THE OBLIGATIONS OF WPS LTD.

     The  obligation  of WPS Ltd. to issue the WPS Ltd.  Exchange  Shares to TPR
Holding or Permitted TPR  Assignees 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:

     7.1  Representations,  Warranties and Covenants.  All  representations  and
warranties of TPR Holding  contained in this Agreement shall be true and correct
in all material  respects at and as of the Closing  Date,  and TPR Holding 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
Holding, to the foregoing effect.

     7.2 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.

     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., WPSAM Europe or any WPSAM
Europe


                                       22
<PAGE>


Subsidiary to any penalty,  liability or other onerous  condition arising out of
any such Legal Requirement.

     7.5 Certificates and Corporate Documents.  TPR Holding shall have delivered
to WPS Ltd. such documents and  certificates of TPR Holding,  WPSAM Europe,  the
WPSAM Europe  Subsidiaries  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 Holding 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 the  shareholders  of TPR Holding,  authorizing  the  execution,
     delivery  and  performance  of the  Transaction  Documents to which it is a
     party  and  the  consummation  of  all  transactions  contemplated  by  the
     Transaction Documents;

          (c) such transfers of the TPR Exchange Shares reasonably  requested by
     WPS Ltd. in order to effect the  transfer  to WPS Ltd. of the TPR  Exchange
     Shares;

          (d)  articles  of   association  of  TPR  Holding  and  memorandum  of
     association and bye-laws of WPSAM Europe, certified to be true and complete
     as of the Closing Date by their corporate secretaries;

          (e) a certificate of incumbency  with respect to each officer of WPSAM
     Europe and TPR Holding who has executed any of the Transaction Documents on
     behalf of such Person; and

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

     7.6 Due  Diligence.  WPS Ltd.  shall have obtained from TPR and TPR Holding
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.

     7.7 Deferred Share Exchange Agreement.  TPR Holding shall have executed and
delivered an  agreement  with WPS Ltd. in  substantially  the form of Exhibit A,
(the "Deferred Share Exchange Agreement").

     7.8 Management  and  Shareholders  Agreements.  All  agreements,  including
without limitation management agreements and shareholder agreements, between any
WPSAM Europe Subsidiary and any TPR Owner or Affiliate of a TPR Owner shall have
been terminated as of the Closing Date.

     7.9  Cooperation  and  Sub-solicitor  Agreements.  WPSAM  Europe shall have
executed  and  delivered  Cooperation  Agreements  with  WPS Ltd.  and  WPSAM in
substantially


                                       23
<PAGE>


the forms set forth in Exhibits C-1 and C-2, respectively,  and WPSAM Europe and
the   Sub-solicitors   shall  have  executed  and  delivered  the  Sub-solicitor
Agreements.

     7.10  Account  Servicing  Agreement.  WPS Ltd.  and WPSAM Europe shall have
executed and delivered an Account Servicing  Agreement in substantially the form
set forth in Exhibit D.

     7.11 Existing Service Agreements. The agreements described on Schedule 7.11
hereto shall have been terminated as of the Closing Date.

     7.12 Resignations. WPS Ltd. shall have received the written resignations of
all officers and directors of the WPSAM Europe  Subsidiaries,  designated by WPS
Ltd., effective as of the Closing Date.

     7.13 Regulatory Matters. Each of WPS Ltd. and WPSAM shall be satisfied with
the  status  of its  respective  application  to be  licensed  as a  "securities
institution" by The Netherlands Stichting Toezicht Effectenverkeer.

     7.14  Oegstgeest  Lease.  The TPR Owners and Frits  Weijnschenk  shall have
executed and  delivered  to TPR a lease for that  certain  office suite known as
Rhijngeesterstraatweg   40F  te  Oegstgeest,   The  Netherlands,   including  11
accompanying  parking spaces,  in form and substance  acceptable to WPS Ltd. and
approved by the holder of the first mortgage on the leased premises.

     7.15  Employment  Agreements.  Peter  Rubingh,  Fokke Jan Ozinga,  Antonius
Wijsman and Frits  Weijnschenk  shall have  executed  employment  agreements  in
substantially   the   respective   forms  of  Exhibit  B-1,  B-2,  B-3  and  B-4
(collectively, the "Employment Agreements").

     7.16 TPR Balance Sheet. The consolidated  assets and liabilities of TPR and
its  subsidiaries  as of the Closing  Date shall be as set forth on the November
14,  2001 TPR  Balance  Sheet  attached  hereto  as  Exhibit  F in all  material
respects.

     7.17 Governance. The officers and directors of WPSAM Europe shall be as set
forth on Schedule 10.1 to the Deferred Share Exchange Agreement.

                                   ARTICLE 8

                                 INDEMNIFICATION

     8.1 Survival of Representations,  etc. All statements  contained in the TPR
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 to any  investigation  made by any of the  parties  hereto,  survive  the
Closing Date for a period of


                                       24
<PAGE>


18 months, other than those representations and warranties set forth in Sections
4.1, 4.3, 4.4, 4.5, 4.6,  4.13,  4.14,  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)  hereof,  TPR  Holding  and the TPR
Owners   (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 (i)
any inaccuracy, misrepresentation or breach of any representations or warranties
made by the TPR Indemnitors contained in any of the Transaction Documents,  (ii)
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,  (iii) any
tax or other obligation of TPR, any subsidiary thereof or any direct or indirect
beneficial  owner of TPR shares  arising  out of (A) the TPRS  Acquisition,  the
Initial  TPRS  Acquisition  or the  distribution  or  other  disposition  of the
proceeds of either or (B) any Tax audit,  (iv) any material  difference  between
the  consolidated  assets and liabilities of TPR and its  subsidiaries as of the
Closing Date and the projected  balance sheet  attached as Exhibit F hereto,  or
(v) any obligation of TPR or any  subsidiary  thereof under any agreement with a
sub-solicitor that is not listed on Schedule 6.9 hereto.

     (b) In addition to any other  right or remedy  available  to TPR Holding at
law or in equity,  WPS Ltd.  shall  indemnify  TPR Holding  and its  Affiliates,
Representatives  and  successors  and  permitted  assigns  and  the  TPR  Owners
(collectively,  the "TPR  Indemnitees")  against,  and hold each TPR  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 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 $50,000 (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


                                       25
<PAGE>


Amount (without giving effect for purposes of measuring the amount of any Damage
to any  materiality  limitations  included  in any  representation,  warranty or
covenant);  and provided,  further, that this Section 8.2(c) shall not limit the
WPS Ltd. Indemnitees' entitlement to indemnification for Damages attributable in
whole or in part to any inaccuracy in the  representations  made in Section 4.10
or 4.12 hereof or the breach of any warranty made in such Section 4.10 or 4.12.

     The term  "Damages"  as used in this  Section 8.2 is not limited to matters
asserted by any Persons against the WPS Ltd. Indemnitees or TPR Indemnitees, 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


                                       26
<PAGE>


Party  effectively  assumes control of such defense pursuant to Section 8.3(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.

     8.4 No Right of Contribution. After the Closing, WPSAM Europe and the WPSAM
Europe   Subsidiaries  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 Holding;  and the TPR Indemnitors  shall have no right to seek  contribution
against WPSAM Europe and the WPSAM Europe Subsidiaries.

                                   ARTICLE 9

                              RESTRICTIVE COVENANTS

     9.1  Covenants  Against  Competition.   TPR  Holding  and  the  TPR  Owners
acknowledge  that (i) TPR and its  subsidiaries  are involved in the business of
(A) 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 TPR
Exchange  Shares but for the agreements and covenants of TPR Holding and the TPR
Owners contained in this Article 9. Accordingly,  TPR Holding and the TPR Owners
severally covenant and agree with WPS Ltd. that:

          (a) they shall not, directly or indirectly,  as principals,  employees
     or  otherwise,  within  The  Netherlands,  for a period  commencing  on the
     Closing  Date 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 TPR and its  Affiliates  any  orders,  enquiries  or  business
     related  to the  Business  from any  person or entity  that shall have done
     business related to


                                       27
<PAGE>


     the Business with TPR or any Affiliate of either  company during the twelve
     months ending on the Closing Date;

          (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 TPR
     Holding and the TPR Owners 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 TPR Holding and
     the TPR Owners  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.

     9.2  Rights  and  Remedies  Upon  Breach.  If TPR  Holding or any TPR Owner
commits  a  breach  of  any  of  the  provisions  of  Section  9.1  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 8 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:

          (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 TPR Holding or such TPR
     Owner,  as  the  case  may  be,  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 TPR Holding or such TPR Owner,  as
     the case may be, to account for and pay over to WPS Ltd. all  compensation,
     profits, monies,


                                       28
<PAGE>


     accruals,  increments or other benefits (collectively,  "Benefits") derived
     or received  by TPR  Holding or such TPR Owner,  as the case may be, as the
     result of any transactions  constituting a breach of any of the Restrictive
     Covenants,  and TPR  Holding or such TPR Owner,  as the case may be,  shall
     account for and pay over such Benefits to WPS Ltd.

     9.3 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.

     9.4 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 TPR
Holding  and the TPR  Owners,  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.

     9.5  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.

     9.6 Consideration. TPR Holding and the TPR Owners severally acknowledge and
agree that each of them will receive direct,  material and substantial benefits,
including  without  limitation  the indirect  benefits to be realized by the TPR
Owners as the sole  shareholders  of TPR Holding,  from the  consummation of the
transactions  contemplated by this Agreement and that such direct,  material and
substantial  benefits,  together with US$1.00 paid by WPS Ltd. to each TPR Owner
(receipt  of  which  is  acknowledged  by each of  them),  constitute  good  and
sufficient  consideration  to  them  for the  performance  of  their  respective
obligations under this Article 9.

     9.7  Reasonableness  of Covenant.  TPR Holding and the TPR Owners severally
recognize  the  paramount  importance of the goodwill of TPR and the other WPSAM
Europe  Subsidiaries,  which is reflected in the  consideration  and acknowledge
that the Restrictive  Covenants,  together with their performance  thereunder is
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.


                                       29
<PAGE>


                                   ARTICLE 10

                                  MISCELLANEOUS


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

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

          (b) by WPS Ltd., if TPR Holding 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  Holding,  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).

     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.

     10.2  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 Holding 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 provided further that WPS Ltd. may assign its right to receive TPR
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.

     10.3  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:


                                       30
<PAGE>


          If to TPR Holding:
                                 TPR Holding B.V.
                                 "Duinzigt"
                                 Rhijngeesterstraatweg 40-F
                                 2341 BV Oegstgeest
                                 [Mail:  Postbus 1080
                                 2340 BB Oestgeest]
                                 The Netherlands
                                 Telephone:  31-71-519-2030
                                 Facsimile:  31-71-519-2040

          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.
                                 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 10.3, be deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section 10.3, be deemed
given upon receipt, and (iii) if delivered by mail in the manner described above
to the address as provided in this  Section  10.3,  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
10.3).


                                       31
<PAGE>


     10.4 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.

     10.5 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) and the Deferred Share
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.

     10.6  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.

     10.7  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.

     10.8  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.

     10.9 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.

     10.10 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.

     10.11  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


                                       32
<PAGE>


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.

     10.12  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.

     10.13  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  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.

     10.14 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.

     10.15 Undertaking. Each TPR Owner acknowledges and agrees that he is bound,
and any Permitted TPR Assignee shall be bound, by the transfer  restrictions set
forth in Section 5(b) of that certain Underwriting Agreement,  dated December 7,
2000, among WPS Ltd.,


                                       33
<PAGE>


TPR and other  Selling  Shareholders  named  therein and Goldman Sachs & Co. and
certain  other  Underwriters  named  therein,  with  respect to WPS Ltd.  Common
Shares.

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


                                       34
<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:
                                                 -------------------------------
                                                 Name:  Rocco Macri
                                                 Title: Deputy Managing Director


                                             TPR HOLDING B.V.


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



                                               ---------------------------------
                                                 Hermanus Theodorus Peek

                                               ---------------------------------
                                                 Peter Jan Rubingh

                                               ---------------------------------
                                                 Fokke Jan Ozinga

                                             ---------------------------------
                                                 Antonius Adrianus Maria Wijsman

For acceptance with a view to article 1:88 of The Netherlands Civil Code:

                              -----------------------------------------
                              Mrs. Heleentje Jenneke Rubingh-van Ginkel
                              Date:   November 14, 2001
                              Place:  Oegstgeest, The Netherlands

                              -----------------------------------------
                              Mrs. Jolanda Marion Ozinga - Nijman
                              Date:  November 14, 2001
                              Place: Oegstgeest, The Netherlands

                              -----------------------------------------
                              Mrs. Maria Josephina Anna Wijsman - van der Vossen
                              Date:  November 14, 2001
                              Place: Oegstgeest, The Netherlands

                              -----------------------------------------
                              Mrs. Francis Peek-Pel
                              Date:  November 14, 2001
                              Place: Oegstgeest, The Netherlands


<PAGE>