Exhibit 3.1



                             DATED 28 February 2001





                            (1) TOWNPAGESNET.COM PLC

                               (2) SQUASH LIMITED


                       (3) UK PROPERTY CHANNEL.COM LIMITED








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

                             SHAREHOLDERS AGREEMENT

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












                               RICHARD SALEH & Co
                                   SOLICITORS
                                 DIDSBURY HOUSE
                                748 WILMSLOW ROAD
                                    DIDSBURY
                               MANCHESTER M20 2DW


<PAGE>


T H I S   A G R E E M E N T  is made             28       February          2001
---------------------------

B E T W E E N:-
-------------

(1)   TOWN  PAGESNET.COM  PLC  (Registered  in  England  No.  3608347  ) whose
      -----------------------
      registered   office  is  situated  atWelton  House,  Mill  Lane,  Alton,
      Hampshire GU34 2QG ("TPN");

(2)   SQUASH LIMITED  (Registered in the Commonwealth of the Bahamas No. 455B)
      --------------
      whose registered office is situate at H & J Corporate  Services Limited,
      Sherlaw House,  Shirley  Street,  P. O. Box SS- 19084,  Nassau,  Bahamas
      (ASquash@); and

(3)   UK PROPERTY CHANNEL.COM LIMITED (Registered in England No. 3668169) whose
      registered office is situated at 1st Floor Didsbury House,748 Wilmslow
      Road, Didsbury, Manchester M20 2DW ("the Company").

W H E R E A S:-

(A)   The Company is a private company incorporated in England on 16 November
      1998 in the original name of Video Promotions (UK) Limited (subsequently
      changed to its present name by Special Resolution dated 15 March 2000)
      under Company Number 3668169.

(B)   The Company has an authorised share capital of ,1,000 divided into 1,000
      Ordinary Shares of ,1.00 each of which 200 have been issued and are fully
      paid and are held as to 60 by or on behalf of Squash and 140 by or on
      behalf of TPN.

(C)   TPN and Squash have agreed that they shall be shareholders in the Company
      which shall be run as a joint venture company and that the management of
      the Company and their association therein shall be governed by the terms
      and conditions hereinafter appearing.

 .
NOW IT IS HEREBY AGREED as follows:-
-----------------------

1.    DEFINITIONS

1.1   In this Agreement unless the context otherwise requires the following
      words and expressions shall have the following meanings:-
      means the articles of association of the

      "the Articles"          Company from time to time including the new
                              articles of association to be adopted pursuant to
                              the Resolutions.

      "the Auditors"          means  the  auditors  for the time  being of the
                              Company   appointed  in   accordance   with  the
                              provisions of the Companies  Acts 1985 and 1989.
                              The present Auditors are Ernst Young.

      "Board"                 the duly appointed board of directors for the time
                              being of the Company.

      "Board                  Representative" a director of the Company
                              appointed by TPN or by Squash pursuant to the
                              terms of this Agreement.

      "the Business"          means the business of the creation and
                              management of websites for estate agents and the
                              sale of advertising space thereon carried on by
                              the Company.


                                      - 1-

<PAGE>


      "the Completion Date"   10 working days after the date of
                              this Agreement or such earlier date as shall be
                              agreed by TPN and Squash.

      "Dividend Policy"       The dividend policy of the Company
                              described in clause 8 below.

      "the Resolutions"       means the  special  resolutions  set out in
                              Schedule 1 to be  adopted by the  Company on the
                              Completion Date.

      "Restricted Period"     means (in respect of either Shareholder)
                              the period during which that Shareholder holds (or
                              is otherwise beneficially entitled to) any shares
                              in the Company and for two years thereafter.

      "Shareholders"          means TPN and Squash together (construed in
                              accordance with clause 1.5) and "Shareholder"
                              shall be construed accordingly.

1.2   Words and expressions defined in the Companies Acts 1985 and 1989 have the
      same meanings in this Agreement but excluding any statutory modification
      thereof not in force at the date of this Agreement.
1.3   Reference to any statute or statutory provisions includes a reference to
      that statute or statutory provisions as from time to time amended extended
      or re-enacted.
1.4   Where applicable, words denoting the masculine gender shall include the
      feminine and neuter genders and words denoting the singular shall include
      the plural and vice versa and references to persons shall include
      corporations.
1.5   References to the parties and any of them shall be deemed to include the
      respective legal personal representatives, successors in title and assigns
      from time to time of those parties.
1.6   The clause headings shall not affect the construction of this Agreement
      and references to clauses, sub-clauses, paragraphs and Schedules are to
      clauses, sub-clauses and paragraphs of, and Schedules to this Agreement.
1.7   Where any obligation is taken on by more than one person such obligation
      shall unless otherwise expressly stated be joint and several.

2.    AGREEMENT

2.1   In consideration of the execution of this Agreement by the other parties
      thereto each party hereby agrees to be bound by the terms of this
      Agreement.
2.2   This Agreement supersedes any previous agreement between the parties
      concerning the Companies.
2.3   TPN warrants that Ci4Net,Com Limited has no rights over the share capital
      of the Company.

3.    COMPLETION
TPN and Squash shall procure that on the Completion Date:-
3.1   The Resolutions are lawfully passed as special resolutions of the Company;
      and
3.2   Squash's and TPN's names are (if not already) respectively entered in the
      register of members of the Company as registered holders of the shares
      referred to in Recital (B) to this Agreement.

4.    WORKING CAPITAL
4.1   Neither of the Shareholders shall be in any way obliged to provide further
      funding for the Company or the Business.
4.2   The Shareholders agree that if the Company should require further funding
      beyond what can be raised by the Company, this will only be provided by
      the further issue of shares in the capital of


                                      -2-


<PAGE>

      the Company if both of the Shareholders consent to such issue in writing.

5.    THE CONSTITUTION OF THE COMPANY
5.1   The Board shall consist of no more than 3 persons and the initial
      Directors shall be the following persons who shall be the Board
      Representatives of the following Shareholders:-

           NAME                            SHAREHOLDER

           Robert Bradshaw                 TownPagesNet.com Plc

           Richard Walker                  TownPagesNet.com Plc

           Jeffrey Spector                 Squash Limited

      and the parties shall procure that such persons are appointed as directors
      on the Completion Date and that any other Directors resign from the Board.
5.2   The Chairman of all Meetings of the Board and of General Meetings of the
      Company shall be Robert Bradshaw (or such other person as shall be
      nominated in writing by TPN from time to time) who shall have the casting
      vote at all such Meetings.
5.3   The Shareholders hereby agree to exercise their voting rights as
      shareholders in the Company in such manner so that at all times following
      the Completion Date while they remain members of the Company holding
      ordinary share capital the Board shall always comprise one Board
      Representative of Squash (which may be Squash itself) and two Board
      Representatives of TPN (one of which may be TPN itself).
5.4   Each Board Representative may only be replaced or removed from the Board
      by notice in writing given by the party who appointed him.
5.5   Each of the Board Representatives shall be entitled to appoint an
      alternate (who shall not be an employee of the Company) to act for him and
      in his place in accordance with the Articles. Such appointment can be made
      at any time under hand and is not subject to the approval of the Board.
5.6   Not less than 7 days notice in writing shall be given to the Directors of
      any Board Meeting unless all the Directors agree to a shorter period of
      notice in writing.
5.7   The quorum necessary for the transaction of business at a meeting of the
      Directors shall be two, one of whom shall be a Board Representative of
      Squash.

6.    CONDUCT OF THE COMPANY'S AFFAIRS
The Shareholders shall exercise all rights available to them in relation to the
Company (and any subsidiary of the Company as though it were the Company for the
purpose of the following clauses) and the Company shall do everything necessary
to procure (so far as it is able to do so) that during the term of this
Agreement (save with the prior written consent of both of the Shareholders or of
at least one TPN Board Representative and one Squash Board Representative):-

6.1   the business of the Company consists exclusively of the Business to be
      run solely by the Company as soon as practicable;
6.2   the Shareholders are given full opportunity to examine the books and
      accounts kept by the Company and are supplied with all relative
      information, including monthly management accounts and operating
      statistics and such other trading and financial information in such form
      as they reasonably require to keep each of them properly informed about
      the Business and generally to protect their interests;
6.3   Neither the Company nor any Subsidiary of the Company shall without the
      prior written consent of both of the Shareholders:-

      6.3.1  create any fixed or floating charge, lien (other than a lien
             arising by operation of law) or other encumbrance over the whole or
             any part of the undertaking, property or assets of the Company or
             of such Subsidiary, except for the purpose of securing the
             indebtedness of the Company to its bankers for sums borrowed in the
             ordinary and


                                      -3-
<PAGE>


             proper course of the Business;
      6.3.2  borrow any sum of money  (except  from the  Company's  bankers in
             the ordinary and proper course of the Business);
      6.3.3  make any loan or advance or give any credit (other than normal
             trade credit) to any Person, except for the purpose of making
             deposits with bankers which shall be repayable upon the giving of
             no more than seven days' notice];
      6.3.4  give any guarantee or indemnity to secure the liabilities or
             obligations of any Person (other than a wholly owned Subsidiary of
             the Company);
      6.3.5  save as provided in clause 11, sell, transfer, lease, assign or
             otherwise dispose of a material part of the undertaking, property
             and/or assets of the Company or any such Subsidiary (or any
             interest therein), or contract so to do otherwise than in the
             ordinary and proper course of the Business;
      6.3.6  issue any unissued shares for the time being in their respective
             capitals or create or issue any new shares except as expressly
             permitted by the Company's Articles of Association;
      6.3.7  alter any rights  attaching  to any class of share in the capital
             of the Company;
      6.3.8  consolidate,  sub-divide  or convert any of the  Company's  share
             capital or in any way alter the rights attaching thereto;
      6.3.9  issue renounceable allotment letters or permit any Person entitled
             to receive an allotment of shares to nominate another Person to
             receive such allotment except on terms that no such renunciation or
             nomination shall be registered unless the renouncee or Person
             nominated is approved by the Board; or
      6.3.10 create,  acquire or dispose of any Subsidiary or of any shares in
             any Subsidiary;
      6.3.11 enter into any  partnership or profit sharing  agreement with any
             Person;
      6.3.12 do or permit or suffer to be done any act or thing whereby the
             Company may be wound up (whether voluntarily or compulsorily), save
             as otherwise expressly provided for in this Agreement;
      6.3.13 issue any options or warrants or debentures or other securities
             convertible into shares or debentures or any share warrants or any
             options in respect of shares;
      6.3.14 acquire, purchase or subscribe for any shares, debentures,
             mortgages or securities (or any interest therein) in any company,
             trust or other body;
      6.3.15 create any contract or obligation to pay money or money's worth to
             any member of the Company or to any Holding Company of such member
             or to any other Subsidiary or associate of any such member
             (including any renewal thereof or any variation in the terms of any
             existing contract or obligation) other than on commercial arms
             length terms; and
      6.3.16 appoint any committee of the Directors or any local board or
             delegate any of the powers of the Directors to such committee or
             local board.
6.4   the  auditors  of the  Company  are Ernst  Young or such  other  firm of
      chartered accountants as TPN shall determine;
6.5   the  bankers  of the  Company  are  HSBC  Bank plc or such  other  major
      clearing bank as TPN shall nominate;
6.6   the registered office of the Company shall be at 1st Floor Didsbury House,
      748 Wilmslow Road, Didsbury Manchester M20 2DW or at such other place as
      TPN shall require and the Company Secretary shall be such person as TPN
      shall reasonably nominate;
6.7   the  Company   complies  with  the   provisions  of  its  memorandum  of
      association and the Articles;
6.8   board meetings of the Company are convened, at regular intervals by not
      less than 7 days notice in writing accompanied by an agenda specifying the
      business to be transacted;
6.9   the Board determines the general policy of the Company (subject to the
      express provisions of this Agreement), including the scope of their
      respective activities and operations and that the


                                      -4-


<PAGE>


             Board reserves to itself all matters involving major or unusual
             decisions;
6.10  the Company transacts all its business on commercial arms length terms;
6.11  the Company shall not enter into any agreement or arrangement
      restricting its competitive freedom to provide and take goods and services
      by such means and from and to such persons as it may think fit;
6.12  the Company shall maintain with a well established and reputable insurer
      adequate insurance against all risks usually insured against by companies
      carrying on the same or similar business and (without prejudice to the
      generality of the foregoing) for the full replacement or reinstatement
      value of all its assets of an insurable nature;
6.13  the Company shall prepare its accounts on an historical cost basis and
      shall adopt such accounting policies as may from time to time be generally
      accepted in England and Wales;
6.14  the Company shall prepare such accounts in respect of each accounting
      reference period as are required by statute and procure that such accounts
      are audited as soon as practicable and in any event not later than 4
      months after the end of the relevant accounting reference period;
6.15  the declaration, and payment of all dividends by the Company is at the
      entire discretion of the Board but no Shareholder shall be treated more
      favourably than any other; and
6.16  all  trading  losses  shall be carried  forward by the  Company  and not
      surrendered to TPN.

7.    ARTICLES OF ASSOCIATION
7.1   If during the continuance of this Agreement there shall be any conflict
      between the provisions of this Agreement and the provisions of the
      Articles then during such period the provisions of this Agreement shall
      (as between the parties) prevail.
7.2   Nothing herein shall be deemed to constitute an amendment of the Articles
      or of any previous articles of association of the Company.

8.    NO PARTNERSHIP
Nothing in this Agreement shall constitute or be deemed to constitute a
partnership between any of the parties hereto and none of them shall have any
authority to bind each other in any way.

9.    CONFIDENTIALITY UNDERTAKINGS
Each Shareholder hereby UNDERTAKES AND COVENANTS with the other Shareholders and
with the Company separately that he will not at any time without the consent in
writing of the other Shareholders and the Company being first obtained, divulge
to any person or publish or use for his own benefit, (or that of any third
party), take away, conceal, destroy or retain for his or another's advantage or
to the detriment of the Company any information concerning the business,
accounts, finances, customers, processes, suppliers, inventions, trade secrets
or contractual arrangements or any other dealings transactions or affairs of the
Company which may come to his knowledge whether before or after the execution of
this Agreement. This covenant shall continue to apply without limit as to time,
but shall cease to apply to any Shareholder in respect of information or
knowledge which enters the public domain other than through the default of that
Shareholder.

10.   COVENANT
The Shareholders agree and mutually COVENANT with each other and with the
Company that they will at all times use and exercise their rights to call and
convene General Meetings of the Company, the votes they control at General
Meetings of the Company, and their right to appoint and remove Directors of the
Company arising under the Articles, under this Agreement or otherwise, to ensure
the performance, maintenance and observance of the terms and the spirit of this
Agreement including the obligations of the Company and the Board and that each
of them will do or procure to be done all such acts, assurances, deed or things
as may be necessary to carry out this Agreement including where necessary
procuring third parties to act appropriately and all of them will use their best
endeavours to


                                      -5-


<PAGE>


promote the business of the Company in accordance with the decisions of the
Board.

11.   FUTURE SALE
11.1  Squash agrees that if at any time prior to 31 December 2003 TPN procures a
      bona fide offer from an unconnected third party to acquire the entire
      issued share capital of the Company for a price of ,5m or more and on
      terms that Squash will be treated pari passu with TPN then Squash shall
      co-operate with TPN to effect such a sale and will accept such offer
      PROVIDED THAT:-
      (a)    the consideration is payable in cash or readily convertible
             securities,  with only such  retention or deferred  consideration
             element at completion  as may be reasonable in the  circumstances
             of such sale;
      (b)    no warranties, representations, covenants or indemnities are
             required from Squash save as to ownership of shares.

11.2  The parties hereby consent to the sale by the Company (and/or its
      subsidiaries if any) of its assets and undertaking to a third party
      without the consent of the parties being required PROVIDED THAT:-

      (a)    the sale is on arms= length commercial terms; and (b) the parties
             receive at the time of the sale by way of dividend or other
             non-refundable payment a sum equal to their respective percentage
             holding of the share capital of the Company.

12.   NOTICES
12.1  Any notice required or permitted under the terms of this Agreement or
      required by statute, law or regulation shall (unless otherwise provided by
      this Agreement or the statute, law or regulation concerned) be in writing
      and shall be sufficiently given if forwarded by facsimile, by hand or by
      registered post or by first-class recorded delivery post to the Parties as
      follows:
      12.1.1 In the case of Squash, to its address as shown in this Agreement
             (Fax No: 001-242-363-5401) or such other address as Squash may
             notify to the other Parties for the purposes of, and in accordance
             with, this clause, and also to Jeffrey Spector, 255 Clifton Drive
             South, St Annes-On-Sea, Lancashire FY8 1HW (Fax No: 01253-720330);
             and
      12.1.2 in the case of either TPN or the Company, to its registered office
             for the time being or such other address as they may notify to the
             other Parties for the purposes of, and in accordance with, this
             clause.

12.2  Any such notice shall be in writing in the English language and shall be
      deemed to have been received and given:
      (a)    in the case of delivery by hand, at the time of delivery;
      (b)    in the case of delivery by registered post or by first-class
             recorded delivery post, three days after the date of mailing; and
      (c)    in the case of facsimile transmission, when sent provided that a
             hard copy is sent immediately thereafter by registered post or by
             first-class recorded delivery post.

13.   APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
13.1  Squash appoints Jeffrey Spector, 255 Clifton Drive South, St Annes-On-Sea,
      Lancashire FY8 1HW or such other person resident or having an office in
      England or Wales as Squash may from time to time nominate in writing to
      the other parties for the purpose (the"AGENT") as agent for service of any
      notice of proceedings in the English courts and for the purpose of
      receiving any written communication in connection with this Agreement.
13.2  Squash irrevocably agrees that any writ, judgment or other notice of
      process or any written communication in connection with this Agreement
      shall be sufficiently and effectively served on it (a) if delivered to the
      Agent, or (b) in any other manner permitted by law.
13.3  If the Agent ceases to exist or ceases to be resident in or to have an
      office in England or Wales


                                      -6-
<PAGE>


      where process or written communications may be served, in either case for
      any reason whatever, Squash undertakes forthwith to appoint some other
      person or persons resident or having an office in England or Wales as its
      agent for the purposes of his clause and forthwith to notify each
      Shareholder and the Company in writing of such appointment.

14.    GENERAL
14.1  No Shareholder  may assign his or its rights and  obligations  hereunder
      in whole or in part.
14.2  This Agreement shall be read and construed in accordance with the Laws of
      England and Wales and the shareholders agree to submit any dispute arising
      hereunder to the Courts of England.
14.3  In the event of the death, liquidation or bankruptcy of any of the parties
      hereto their respective rights hereunder shall enure for the benefit of,
      and their respective obligations shall bind, their successors in title.
14.4  All the Schedules form part of this Agreement.
14.5  This agreement and the Schedules shall constitute the entire agreement and
      understanding between the parties with respect to all matters which are
      referred to.
14.6  If any term or provision in this agreement shall in whole or in part be
      held to any extent to be illegal or unenforceable under any enactment or
      rule of law, that term or provision or part shall to that extent be deemed
      not to form part of this agreement and the enforceability of the remainder
      of this Agreement shall not be affected.
14.7  Upon any transfer of shares in the Company to any party by either of the
      Shareholders then the disposing Shareholder shall make it a condition of
      the sale that the transferee shall enter into a Deed of Adherence in the
      form of the draft set out in Schedule 3.

I N W I T N E S S whereof the parties have executed this Agreement as a Deed the
day and year first before written.


                                      -7-


<PAGE>


                                   SCHEDULE 1
                               WRITTEN RESOLUTION

COMPANY NUMBER : 3668169

                       IN THE COMPANIES ACTS 1985 TO 1989

                         UK PROPERTY CHANNEL.COM LIMITED

                               WRITTEN RESOLUTIONS

WE, the undersigned, being all the Members of the above-named Company for the
time being entitled to receive notice of and to attend and vote at General
Meetings of the Company, make the following resolutions which shall effect as
special resolution, and which shall pursuant to section 381A Companies Act 1985
(as amended by the Deregulation (resolution of Private Companies) Order 1996),
for all purposes be as valid and effective as if passed at a general meeting of
the Company duly convened and held:-

                               SPECIAL RESOLUTIONS

1.    That the following numbers of Ordinary shares of ,1.00 in the capital of
      the Company be and are hereby allotted to the following parties for the
      respective amounts shown below to be satisfied in cash:-

     Name of Allottee         Number of Ordinary Shares of ,1.00 Amount
     ----------------         ---------------------------------- ------
     TownPagesNet.com Plc     560                                ,560
     Squash Limited           240                                ,240

2.    That the regulations contained in the printed document submitted to this
      meeting, and for the purpose of identification signed by the Chairman
      hereof, be approved and adopted as the Articles of Association of the
      Company, in substitution and to the exclusion of all the existing articles
      thereof.

DATED                 March 2000




 .....................................        ...................................
For and on behalf of TPN Holdings Plc        For and on behalf of Squash Limited


<PAGE>


                                   SCHEDULE 2
                                 DRAFT ARTICLES

COMPANY NUMBER : 3668169

                       IN THE COMPANIES ACTS 1985 TO 1989

                            COMPANY LIMITED BY SHARES

                           NEW ARTICLES OF ASSOCIATION

                                       OF

                         UK PROPERTY CHANNEL.COM LIMITED

                         (Adopted by Special Resolution
                            passed on    March 2001)


1.    Subject as hereinafter provided and except where the same are varied by or
      are inconsistent with these Articles the Regulations contained in Table A
      in the Companies (Tables A to F) Regulations 1985 (hereinafter called
      "Table A") shall apply to this Company.

2.    Regulations 23 to 28 inclusive, 40, 54, 57, 64, 65 to 69 inclusive, 73 to
      80 inclusive and 91 of Table A shall not apply to the Company, but the
      Articles hereinafter contained and the remaining Regulations of Table A,
      subject to the modifications hereinafter expressed, shall constitute the
      regulations of the Company.

3.    In these Articles "THE 1985 ACT" means the Companies Act 1985 (and every
      statutory re-enactment thereof or modification thereto for the time being
      in force).

                                  SHARE CAPITAL
4.    The share capital of the Company is ,1,000 divided into 1,000 Ordinary
      Shares of ,1.00 each (a "Share" or "Shares") which shall each confer upon
      the holders thereof the same rights and shall rank pari passu in all
      respects.

                                  VOTING RIGHTS
5.    Each  Share in the  capital  of the  Company  shall  entitle  the holder
      thereof to exercise one vote in respect thereof.

                               ALLOTMENT OF SHARES
6.    Subject to the  provisions  of  Articles 4 and 9 the  Directors  are not
      authorised  to exercise  the power of the Company to allot shares to the
      amount of the  authorised  but unissued  share capital of the Company at
      the date of adoption of these  Articles.  In this Article any  reference
      to the  allotment  of Shares  shall  include a reference to the grant of
      any right to subscribe for, or to convert any security into Shares,  but
      shall not include any reference to the  allotment of Shares


                                      -9-


<PAGE>


      pursuant to such a right.

                                      LIEN
7.    Regulation 8 of Table A shall be read and construed as if the words "(not
      being a fully paid share)" were deleted therefrom.

                               TRANSFER OF SHARES
8.    (a)  All  transfers of Shares shall be effected by instrument in writing
           in any usual or common form or in such other form as the  Directors
           may from time to time approve.
      (b)  The instrument of transfer of any partly paid Shares shall be signed
           by or on behalf of the transferor and the transferee.

9.    Save as hereinafter provided in this Article, it shall be obligatory for
      the Directors to register any duly stamped transfer of a Share or Shares
      made pursuant to or permitted by the following sub-clauses of this Article
      9 AND it shall also be obligatory for the Directors to refuse to register
      any transfer of an Share or Shares not so made or permitted.
      (a)  The Directors may decline to register any transfer of any Share on
           which the Company has a lien. If the Directors refuse to register a
           transfer, they shall within two weeks after the date on which the
           transfer was lodged with the Company send to the transferor notice of
           the refusal.
      (b)  No Share shall be transferred or otherwise disposed of or encumbered
           save pursuant to the provisions of this Article 9.
      (c)  In the event of any Member of the Company (including any person or
           persons entitled to any Share or an interest therein in consequence
           of the death or bankruptcy of any person) wishing to dispose of any
           Share or Shares or an interest in any Share or Shares in the Company
           such Member (hereinafter called "THE TRANSFEROR") shall give notice
           in writing (hereinafter called "THE TRANSFER NOTICE") to the
           Directors of the Company that he desires to transfer the same. A
           Transfer Notice shall specify the number of Shares in which the
           Transferor desires to transfer an interest (such Shares in each case
           being hereinafter referred to as "THE SALE SHARES"). A Transfer
           Notice may contain a provision that unless all of the Sale Shares are
           sold by the Company pursuant to the following provisions of this
           Article none shall be sold and such provision shall be binding on all
           persons. A Transfer Notice shall constitute the Company as the
           Transferor's agent for the sale of the Sale Shares (together with all
           rights attached thereto at the date of receipt of the Transfer
           Notice) according to the provisions hereinafter set out in this
           Article;
      (d)  As soon as reasonably possible after the price for the Sale Shares
           has been fixed pursuant to sub-clause (f) of this Article then the
           Company shall by notice in writing invite other members holding
           Shares to apply in writing to the Company within 21 days of the date
           of despatch of such notice (which date shall be specified therein)
           for such maximum number of the Sale Shares as he or it shall specify
           in such application;
      (e)  The price to be paid for each of the Sale Shares shall be the
           proportionate part of the open market value of the Company which the
           number of Sale Shares represents in relation to the number of issued
           Shares in the capital of the Company. "OPEN MARKET VALUE" means the
           price which shares might reasonably be expected to fetch on a sale by
           private treaty and at arm's length by a willing Vendor in the open
           market to a single purchaser possessed of all information which a
           prudent prospective purchaser of such issued share capital might
           reasonably require. In determining the Open Market Value no account
           shall in any circumstances be taken of the restrictions on the
           transfer of Shares prescribed in this Article 9 or of the fact that
           the Sale Shares may represent a majority or a minority interest;


                                      -10-


<PAGE>


      (f)  The Transferor and Directors of the Company as soon as reasonably
           possible after the giving of the Transfer Notice shall agree the
           price for the Sale Shares in accordance with sub-clause (e) above of
           this Article. Provided however that if the Transferor and Directors
           shall be unable to agree the price within 90 days of the giving of
           the Transfer Notice then an independent Chartered Accountant
           (appointed as hereinafter provided) shall be asked to certify (acting
           as an expert and not as an arbitrator) the price for the Sale Shares
           calculated in the manner aforesaid. The Auditors may be appointed as
           such independent Chartered Accountant provided that each Member
           consents in writing, whereupon any reference to the Independent
           Chartered Accountant shall be a reference to the Auditors. As soon as
           the Company receives the Accountant's Certificate it shall furnish a
           certified copy thereof to the Transferor;
      (g)  The independent Chartered Accountant to be appointed for the purpose
           of sub-clause (f) above shall be appointed by agreement between the
           Transferor and the Directors or in default of agreement, by the
           President for the time being of the Institute of Chartered
           Accountants in England and Wales upon the application of either the
           Transferor or the Directors, and the cost of his appointment and of
           his Certificate shall be borne in such manner as he shall direct;
      (h)  If within the period specified in sub-clause (d) above applications
           shall have been received by the Company for any or (except where the
           Transfer Notice provided otherwise) all of the Sale Shares (or so
           many of them as shall be applied for as aforesaid) the Directors
           shall allocate the Sale Shares amongst the applicants and in case of
           competition pro-rata (as nearly as possible) according to the nominal
           value of the Ordinary Shares in the Company of which they are
           registered as holders provided that no applicant shall be obliged to
           take more than the maximum number of Sale Shares specified by him as
           aforesaid. The Company shall forthwith give notice of such
           allocations (hereinafter called an "ALLOCATION NOTICE") to the
           Transferor and to the persons to whom the Sale Shares have been
           allocated and shall specify in such Allocation Notice the place and
           time (being not earlier than 14 and not later than 28 days after the
           date of the Allocation Notice) at which the sale of the Sale Shares
           so allocated shall be completed;
      (i)  The Transferor shall be bound against receipt of the purchase price
           in respect thereof to transfer the Sale Shares comprised in an
           Allocation Notice to the purchaser or purchasers named therein at the
           time and place therein specified and if he shall fail to do so the
           Chairman of the Company or some other person appointed by the
           Directors shall be deemed to have full power to execute complete and
           deliver in the name and of on behalf of the Transferor transfers of
           the Sale Shares to the purchasers thereof against payment of the
           purchase price to the Company. On payment of the price to the Company
           the purchaser shall be deemed to have obtained good quittance for
           such payment and on execution and delivery of the transfer duly
           stamped the Purchaser shall be entitled to have his name entered into
           the Register of Members as the holder by transfer of the Sale Shares
           comprised in such transfer. The Company shall forthwith pay the price
           into a separate bank account in the Company's name and shall hold
           such price in trust for the Transferor.
      (j)  During the 3 months following the expiry of the period of 21 days
           referred to in the sub-clause (d) of this Article the Transferor
           shall be at liberty to transfer to any person and at any price (not
           being less than the price fixed under sub-clause (f) of this Article)
           any Sale Share not allocated by the Directors in an Allocation Notice
           provided that if the Transferor stipulated in his Transfer Notice
           that unless all the Sale Shares comprised therein were sold pursuant
           to this regulation none should be so sold the Transferor shall not be
           entitled (save with the written consent of all the other members of
           the Company)


                                      -11-


<PAGE>


           to sell hereunder only some of the Sale Shares comprised in his
           Transfer Notice; and
      (k)  The Directors on receipt of the written agreement of the holders of
           all the Shares in the capital of the Company shall register a
           transfer of shares notwithstanding that the regulations contained in
           sub-clauses (b) to (j) inclusive of this Article shall not have been
           complied with.

                              ALTERATION OF CAPITAL
10.   In  accordance  with s.91 of the 1985 Act,  s.89(1)  and  s,90(1) to (6)
      inclusive  of the 1985 Act is excluded  from  applying  to the  Company.
      Subject  to any  direction  to the  contrary  that  may be  given by the
      Company  by  Special  Resolution,  any  unissued  shares of the  Company
      (whether  forming part of the original or any increased  capital) shall,
      before  allotment  or issue,  be offered  (either at par or at a premium
      but in any case at the same  price per share) in the first  instance  to
      the  holders  of shares in the  Company in  proportion  as nearly as the
      circumstances  shall  admit to the number of shares held by each of them
      respectively.  The offer  shall be made by notice in writing  specifying
      the number of shares  offered,  and limiting a time (being not less than
      twenty-one  days)  within  which the offer,  if not  accepted,  shall be
      deemed to be declined,  and after the expiration of that time, or on the
      receipt  of an  intimation  from any  persons  to whom the offer is made
      that he  declines  to accept  the  shares  offered,  the  Directors  may
      thereafter  dispose of the shares which shall not have been  accepted in
      accordance  with  Article 6. Every  other  provision  of these  Articles
      which  would  permit the issue of shares  otherwise  than in  accordance
      with this  Article  shall be subject to the  provisions  of this Article
      and shall be treated as modified accordingly.

                                GENERAL MEETINGS
11.   In every Notice convening a General Meeting of the Company there shall
      appear with reasonable prominence a statement that a Member entitled to
      attend and vote is entitled to appoint a proxy to attend and vote instead
      of him and that such proxy need not also be a member.

12.   Proxies may be deposited at the Registered Office of the Company at any
      time before the time of the Meetings for which they are to be used unless
      otherwise specified in the notice convening such Meeting. Regulation 56 of
      Table A shall be modified accordingly.

13.   No business shall be transacted at any general meeting unless a quorum of
      Members is present. Two members in person or by proxy shall be a quorum.
      If within half an hour from the time appointed for any general meeting or
      any adjournment thereof a quorum is not present the meeting shall be
      dissolved. A corporation being a member shall be deemed to be personally
      present if represented by its representative duly authorised.

14.   For the purposes of Regulation 53 of Table A signature in the case of a
      corporate body which is a Member shall be sufficient if made by a Director
      or member of the governing body thereof or by its Secretary.

15.   A poll may be demanded by the Chairman of a General Meeting or by any
      Member present in person or by proxy and Regulation 45 of Table A shall be
      modified accordingly.

16.   The Chairman of a general  meeting  shall not be entitled to a second or
      casting vote.

                                VOTES OF MEMBERS


                                      -12-


<PAGE>


17.   On a show of hands and on a poll each Member present in person or by proxy
      shall have the number of votes designated by Article 5 hereof for every
      Share of which he is the holder; a corporation being a member shall be
      deemed to be personally present if represented by its representative duly
      authorised.

                                    DIRECTORS
18.   (a)  Until  otherwise  determined by the Company in General  Meeting the
           number  of  Directors  shall  be  a  minimum  of  two  (other  than
           alternate Directors).
      (b)  Except to the extent herein mentioned, all Directors shall be
           considered as one Board of Directors without any distinction.

19.   Each Director  shall have the power to appoint (i) any other Director or
      (ii) any person not  disqualified  from being a Director  of the Company
      to  act  as  his  alternate  Director  during  his  absence  and  at his
      discretion to remove such alternate  Director,  and on such  appointment
      being made the alternate Director shall, except as regards  remuneration
      and the power to appoint an  alternate,  be subject in all  respects  to
      the terms and conditions  existing with reference to the other Directors
      of the Company,  and each alternate Director,  while so acting, shall be
      entitled to receive  notices of all meetings of the  Directors and shall
      exercise and  discharge  all the  functions,  powers,  and duties of the
      Director  whom he represents  including  that of counting in a quorum at
      any such meeting of Directors.  An alternate  Director  shall ipso facto
      cease  to be an  alternate  Director  if his  appointor  ceases  for any
      reason to be a  Director.  Every such  alternate  shall be an officer of
      the  Company  and shall  not be  deemed  to be an agent of the  Director
      appointing him.

                                BORROWING POWERS
20.   The Directors  without prejudice to their general powers may in the name
      and on behalf of the Company  and from time to time at their  discretion
      borrow from  themselves  or from others any sum or sums of money for the
      purposes  of the Company  without  limit as to amount,  and  mortgage or
      charge the undertaking  property and uncalled  Capital of the Company or
      any part thereof as security for any debt  liability  or  obligation  of
      the  Company or of any third  party and that upon such terms and in such
      manner as they think fit.

                         POWERS AND DUTIES OF DIRECTORS
21.   A Director who is in any way whether  directly or indirectly  interested
      (whether  through persons  connected with him as defined in s.346 of the
      1985 Act or  otherwise)  in a contract  or  proposed  contract  with the
      Company  shall  declare  the nature of his  interest at a meeting of the
      Directors in accordance  with s.317 of the 1985 Act. A Director may vote
      in respect of any contract or  arrangement in which he is interested and
      if he does so vote his vote  shall be  counted  and he may be counted in
      ascertaining  whether a quorum is  present  at any  meeting at which any
      such  contract  or  arrangement  shall  come  before the  Directors  for
      consideration   and   regulation   94  of  Table  A  shall  be  modified
      accordingly.


                            PROCEEDINGS OF DIRECTORS
22.   The Directors  may meet  together for the despatch of business,  adjourn
      and  otherwise  regulate  their  meetings  as they think fit.  Questions
      arising at any  meeting  shall be decided  by a majority  of votes.  The
      Chairman  shall  be  entitled  to a  casting  vote  on a  resolution  or
      question  which  shall  give rise to an  equality  of votes.  A Director
      may, and the Secretary on the  requisition of a Director  shall,  at any
      time summon a meeting of the  Directors.  Regulation 88 of Table A shall
      be modified accordingly.
23.   Unless all of the Directors otherwise agree, at least 7 days notice of
      every meeting of the


                                      -13-

<PAGE>


      Directors, setting out the business to be transacted thereat, shall be
      given to every Director at the address from time to time notified by him
      to the Secretary of the Company for that purpose and no business except
      that in respect of which due notice has been given shall be transacted at
      that meeting save with the consent of all of the Directors or their
      alternates.

24.   The quorum necessary for the transaction of the business of the Directors
      shall be two Directors present in person or by their duly appointed
      Alternate Director and such meetings may be held by telephone provided
      that the Directors comprising the necessary quorum are in verbal
      communication with each other.

25.   The meetings and proceedings of any committee of the Directors consisting
      of two or more members shall be governed by the provisions of these
      Articles regulating the meetings and proceedings of Directors, so far as
      the same are applicable and are not superseded by any regulations made by
      the Directors under Regulation 72 of Table A.

26.   A resolution in writing, signed by at least two of the Directors or by
      their duly appointed alternate Directors shall be as effective as a
      resolution passed at a meeting of the Directors duly convened and held and
      such resolution in writing may consist of several documents in like form
      each signed by one or more of such Directors.

                                    INDEMNITY
27.   Every  Director,  Managing  Director,  Agent or Secretary of the Company
      shall be  entitled  to be  indemnified  out of the assets of the Company
      against  all losses or  liabilities  which he may sustain or incur in or
      about  the  execution  of the  duties  of his  office  or  otherwise  in
      relation thereto,  including any liability  incurred by him in defending
      any  proceedings  whether civil or criminal,  in which judgment is given
      in his  favour or in which he is  acquired,  or in  connection  with any
      application  under  s.727 of the 1985 Act in which  relief is granted to
      him by the Court,  and no director or other  officer shall be liable for
      any loss,  damage,  or misfortune  which may happen to or be incurred by
      the  Company  in the  execution  of the  duties  of  this  office  or in
      relation  thereto.  But this Article shall only have effect in so far as
      its provisions are not avoided by s.310 of the 1985 Act.


                                      -14-


<PAGE>


                                   SCHEDULE 3
                             DRAFT DEED OF ADHERENCE

THIS DEED OF ADHERENCE  is made on
----------------------

B E T W E E N:-
-------------

(1)   TOWN  PAGESNET.COM  PLC  (Registered  in  England  No.  3608347  ) whose
      -----------------------
      registered  office  is  situated  at Welton  House,  Mill  Lane,  Alton,
      Hampshire GU34 2QG ("TPN");

(2)   SQUASH  LIMITED   (Registered  in  the   Commonwealth   of  the  Bahamas
      ---------------
      No.      )      whose       registered       office      is      situate
      at                                          (ASquash@); and

(3)                            of
      ------------------------
                                     ("the New Member").

W H E R E A S:-
-------------
(A)   TPN and Squash are parties to an Agreement dated [ ] February 2001 ("the
      Shareholders Agreement") for the purpose of regulating their relationships
      with each other with regard to UK Property Channel.Com Limited ("the
      Company")
(B)   [TPN] [Squash] has agreed to transfer * shares in the capital of the
      Company to the New Member.
(C)   It is a requirement of the Shareholders Agreement that before a transfer
      of the said shares is registered in the books of the Company the proposed
      Transferee shall enter into a document in the form of this Deed.

NOW THIS DEED WITNESSETH as follows:-
------------------------

The New Member HEREBY COVENANTS with TPN and with Squash to be bound by all the
provisions of the Shareholders Agreement and to duly perform and observe all the
conditions covenants stipulations and provisions which under the Shareholders
Agreement ought from time to time to be performed and observed by the New
Member.

I N W I T N E S S whereof the parties have executed this document as a Deed the
day and year first before written.


                                      -15-


<PAGE>


SIGNED AS A DEED AND DELIVERED  by                    )
------------------------------
TOWN PAGESNET.COM PLC acting by                       )
---------------------
two Directors or one Director and the Secretary       )



                                  Director

                                  Director/Secretary


THE COMMON SEAL of SQUASH LIMITED was                 )
---------------    --------------
hereunto affixed in the presence of:-                 )


                                  Director

                                  Director/Secretary


SIGNED AS A DEED AND DELIVERED  by                    )
------------------------------
UK PROPERTY CHANNEL.COM LIMITED acting                )
-------------------------------
by two Directors or one Director and the Secretary    )



                                  Director

                                  Director/Secretary


                                      -16-