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                                                                    Exhibit 10.1

                                      1996

                             SHAREHOLDERS AGREEMENT

            THIS SHAREHOLDERS AGREEMENT is made as of the ___ day of May, 1996,
by and among GLOBAL REACH, LIMITED, a Bermuda company (the "Company"), and those
persons listed on the Schedule of Shareholders (Schedule I) attached hereto
(collectively, the "Shareholders" and individually a "Shareholder").

                                   WITNESSETH:

            WHEREAS, the parties hereto and any persons who may hereafter become
a party to or subject to this Agreement desire to define their shareholder
relationship and to provide for the conduct of the business of the Company
pursuant to this Agreement in order, among other things, to maintain and
perpetuate the management and control of the Company among themselves, to
provide for the manner and method of acquisition by the Company or by the
Shareholders of the shares of common stock, par value $.03 per share, of the
Company (the "Shares") from time to time in certain situations, and otherwise to
provide for the orderly management of the Company;

            NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, the parties hereby agree as follows:

1. Management of the Company

      (a) Board of Directors. The Shareholders and their Permitted Transferees
(as defined in Section 2(b) hereof) agree to vote their Shares so that David A.
Altman, John A. Allison, Marilyn G. Breslow, Stephen E. Memishian, C. Graydon
Rogers, Robert L. Rohn, Robert L. Schwartz, Harry W. Segalas, William P.
Stewart. Jr. and Daniel B.


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Strickberger shall be elected to the Board of Directors of the Company for so
long as each of them shall remain an employee of W.P. Stewart & Co., Inc., a
Delaware corporation. Nothing contained herein shall prohibit the shareholders
or directors of the Company from increasing the size of the Board of Directors
or electing additional directors in accordance with the Bye-Laws.

      (b) Executive Committee. The Board of Directors shall organize an
Executive Committee which shall initially consist of Messrs. Memishian, Rogers
and Stewart and which shall have the authority to exercise all of the powers of
the Board of Directors other than (i) the declaration of dividends to
shareholders and (ii) any power required by the laws of Bermuda or by the
Memorandum of Association or Bye-Laws to be exercised by the Board of Directors.

2. Restrictions on Disposition of Shares

      (a) Prohibited Transfer. No Shareholder shall, either directly or
indirectly, sell, assign, mortgage, hypothecate, transfer, pledge, create a
security interest in or lien upon, encumber, give, place in trust, or otherwise
voluntarily or involuntarily dispose of any Shares now owned or hereafter
acquired by such Shareholder (collectively a "Transfer") except as hereinafter
provided in this Agreement. Any purported Transfer by any Shareholder of any
certificate representing Shares without full compliance with the terms and
conditions of this Agreement shall be void and of no effect.

      (b) Permitted Transfers. On or after January 1, 1997, the provision set
forth in this Section 2 shall not apply: (i) to any Transfer of Shares from a
Shareholder to a spouse, parent, sibling, child or grandchild of such
Shareholder, or to any personal representative appointed by a court of competent
jurisdiction of a Shareholder, or to a


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trust established by or for the benefit of such Shareholder (a "Permitted
Transferee") or anyone deemed a Permitted Transferee, provided that any such
Permitted Transferee executes a document, in form and substance satisfactory to
the Company, agreeing to be bound as a Shareholder by the terms of this
Agreement, (ii) to any Transfer of Shares registered with the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Securities Act") or any similar body in any jurisdiction other
than the United States or (iii) to any Transfer of Shares after the Shares have
become readily tradable on an established securities market. Notwithstanding
anything to the contrary herein, in the event of the death of a Shareholder at a
time when Shares are not readily tradable on an established securities market,
the Company, if requested, will reasonably assist the estate of the deceased
Shareholder in achieving sufficient liquidity to pay any estate taxes in respect
of the Shares held by the estate, through a sale, at fair market value, or
pledge of such Shares, or through other means, and the Company shall consent to
a pledge of the Shares to a pledgee satisfactory to the Company in its
reasonable judgment. In the event of a default requiring such pledgee to sell
pledged Shares, such pledgee shall become a Permitted Transferee subject to the
provisions of this paragraph.

            In the event of any Permitted Transfers by sale, gift or otherwise,
the value per share for all purposes with respect to such transfer shall be, for
the period January 1, 1997 through December 31, 1997, 6.11 times the annualized
after-tax earnings per share of the Company for the preceding (4) quarters or
any available portion thereof. On and after January 1, 1998, the value per share
shall be 6.11 times the after-tax earnings for the latest completed fiscal year.


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      (c) Right of First Refusal

            (i) A Shareholder desiring to sell any or all of his Shares (other
than to a Permitted Transferee) shall first offer to sell all such Shares or
such lesser number of shares as approved by the Board of Directors to the
Company, by written notice to the Company and to the other Shareholders
specifying the price, terms and conditions of the offer, and the Company shall
have a period of thirty (30) days after the receipt of such offer in which to
accept or reject the same. If the Company elects to accept such offer, which
acceptance must be for all and not part of the Shares offered for sale, it shall
so signify within such thirty (30) day period by duly signed notice to the
offeror.

            (ii) If the Company, for any reason, fails to accept the offer made
pursuant to Section 2(c)(i) within the thirty (30) day period provided for
therein, then the other Shareholders shall have a further period of thirty (30)
days within which they may, but shall not be required to, (A) accept such offer,
which acceptance must be made by any offeree Shareholder by written notice to
the offering Shareholder indicating the maximum number of offered Shares the
offeree Shareholder desires to purchase, or (B) elect to sell pro rata as
provided in Section 2(d) hereof Shares owned by the offeree Shareholder, which
election must be made by written notice to all of the Shareholders. Each
accepting offeree Shareholder shall be entitled to purchase offered Shares
(indicating any Shares which a Shareholder elects to sell pursuant to clause (B)
above) pro rata in proportion to his holdings of Shares on the date the offer of
the offering Shareholder is made to the Company pursuant to Section 2(c)(i), and
any offered Shares which an offeree Shareholder elects not to purchase shall be
available for purchase by the other offeree Shareholders in the same proportion.
Notwithstanding anything contained in Section


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2(c)(i) or in this Section 2(c)(ii), the Company and/or the offeree Shareholders
may, at any time before the expiration of the additional thirty (30) day period
referred to in this Section 2(c)(ii), agree each to purchase Shares from the
offering Shareholder (including any Shares which a Shareholder elects to sell
pursuant to clause (B) above), in such proportions as the offeree Shareholders
or the Company may agree, so long as all of the Shares offered for sale are
purchased by them, and so long as they shall so signify within such thirty (30)
day period by a jointly duly signed notice to the offeror.

            (iii) If less than all of the Shares offered pursuant to the
provisions of Sections 2(c)(i) and (ii) are accepted for purchase, any such
offer shall be deemed terminated prior to the acceptance thereof and, commencing
on the expiration of the last thirty (30) day period thereunder, the offering
Shareholder shall be entitled (subject to Sections 2(d) and 2(e) hereof) for a
period of ninety (90) days to sell such Shares to one or more third parties at a
price and on terms and conditions no less favorable to the offering Shareholder
than the price, terms and conditions set forth in the notice given pursuant to
section 2(c)(i). If no such sale is made before the expiration of such ninety
(90) day period, then compliance with this Section 2(c) must be made before any
subsequent sale.

            (iv) The closing of any sale of Shares to a Shareholder or the
Company pursuant to this Section 2(c) shall take place within sixty (60) days
after receipt by the selling Shareholder of notice of election to buy as
provided in Section 2(c)(i) or (ii) hereof. Any party required to sell Shares
shall deliver at the closing certificates representing the Shares to be sold,
duly endorsed for transfer and with any required transfer tax stamps affixed
("Delivery of Stock Certificates in Proper Form"). Payment


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of the purchase price at the closing of any sale of the Shares pursuant to this
Section 2(c) shall be made, at the election of the purchaser, either (A) in
legal tender of the United States, by certified check of the purchaser or by
official bank check or (B) on any other terms and conditions specified in the
notice given by the offering Shareholder pursuant to Section 2(c)(i).

      (d) Right to Participate in Offer. Notwithstanding anything to the
contrary contained herein, no Shareholder shall sell any Shares (other than to
the Company, a Permitted Transferee or as otherwise permitted under Section
2(b)) unless all owners of Shares are given the opportunity to sell their Shares
on the same basis pro rata in proportion to the number of Shares owned by each
owner of Shares; provided that any such right to participate pro rata shall
expire if not exercised by written notice given as provided in Section 2(c)(ii)
hereof.

      (e) Approval of Purchaser. Any Shareholder proposing to sell Shares
pursuant to this Section 2 to a purchaser who is not a party to this Agreement
("Non-Party Purchaser") shall provide the Chairman of the Company with the name
of the Non-Party Purchaser and any other information regarding the Non-Party
Purchaser which the Chairman or the Board of Directors of the Company may
reasonably request. The sale of Shares to a Non-Party Purchaser shall be subject
to the approval of the Board of Directors in its absolute discretion. The Board
of Directors shall notify the selling Shareholder in writing whether it approves
the Non-Party Purchaser; such notice shall be given by the Board of Directors
within thirty (30) days of its receipt of the information specified in the
preceding sentence.


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3. Registration Rights

      (a) Initial Public Offering. In the event the Board of Directors of the
Company authorizes any then issued and outstanding Shares to be included in a
registration statement filed with the SEC under the Securities Act or any
similar body in any jurisdiction other than the United States in connection with
an initial public offering, each Shareholder, and his Permitted Transferees,
shall be entitled to participate in such registration pro rata in proportion to
the number of Shares then owned by such individual or his Permitted Transferees.

      (b) Registration Covenants.

            (i) In the event any individual listed on Schedule II attached
hereto or his Permitted Transferees (individually, a "Scheduled Shareholder" and
collectively the "Scheduled Shareholders") are entitled to sell Shares in
accordance with the terms of this Agreement after Shares become readily tradable
on an established securities market, such Scheduled Shareholder shall be
entitled to request the Company in writing to register under the Securities Act
or any similar law in any jurisdiction other than the United States all or any
part of the Shares then owned by such Scheduled Shareholder; provided, (A) a
sufficient number of Scheduled Shareholders entitled to sell Shares in
accordance with this Agreement must join in the request so that at least 15% of
the outstanding Shares are to be registered and (B) the offering will be a firm
commitment underwritten offering. Such request shall specify the number of
Shares to be offered and sold, shall express such selling Shareholders (for the
purposes solely of Sections 3(b)(i), 3(c) and 3(d), the "Selling Shareholders")
present intent to offer such Shares for distribution and shall contain the
undertaking of the Selling Shareholders to provide all such information and


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materials and take all such action as may be required in order to permit the
Company to comply with all applicable requirements of the SEC or any similar
body in any jurisdiction other than the United States and to obtain acceleration
of the effective date of such registration statement. Upon receipt of such
request the Company shall use all reasonable efforts to cause the offering of
the Shares so specified in such request to be registered with the SEC or any
similar body in any jurisdiction other than the United States so as to permit
the sale or other distribution by the Selling Shareholders of the Shares
specified in their request, and in connection therewith prepare and file on an
appropriate form, as the Company in its sole discretion shall determine, the
registration statement under the Securities Act or any similar law in any
jurisdiction other than the United States to effect such registration. Each
Scheduled Shareholder shall be entitled to request only one registration
pursuant to this Section 3(b)(i); provided, however, that a Scheduled
Shareholder may join in more than one request made by other Scheduled
Shareholders.

            (ii) In the event that the Shares become readily tradable on an
established securities market, the Company proposes to file a registration
statement and the Company's Board of Directors (and the representative of the
underwriter or underwriters, if any) reasonably determines that the offering of
some or all of the Scheduled Shareholders' Shares which they are entitled to
sell in accordance with the terms of this Agreement would not materially and
adversely affect the proposed public offering by the Company, the Company shall
(A) provide written notice of the proposed offering to the Scheduled
Shareholders, setting forth a description of the intended method of
distribution, and (B) use its best efforts to register pursuant to such
registration


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statement such number of such Shares as shall be specified in a written request
or requests by any Scheduled Shareholders (for the purposes solely of Sections
3(b)(ii), 3(c) and 3(d), the "Selling Shareholders") made within 20 days after
such written notice from the Company, subject to such limits as may have been
set by the Company's Board of Directors (or the representative of the
underwriter or underwriters, if any) on the number of Shares which may be
included in the proposed offering, and subject to the provisions of this Section
3(b)(ii); provided, however, that, for purposes of this sentence, the use by the
Company of its "best efforts" shall not require the Company to reduce the amount
or sale price of the securities it proposes to distribute for its own account.
If the proposed filing of a registration statement of which the Company gives
notice pursuant to this Section 3(b)(ii) is for a registered public offering
involving an underwriting, the Company shall so advise the Scheduled
Shareholders as a part of the written notice given pursuant to this Section. In
such event, the right of any Scheduled Shareholder to request the registration
of his Shares pursuant to this Section 3(b)(ii) shall be conditioned upon such
Scheduled Shareholder's participation in such underwriting and the inclusion of
such Scheduled Shareholder's Shares in the underwriting. All Selling
Shareholders proposing to distribute Shares through such underwriting shall
(together with the Company and the other holders of securities of the Company
distributing their securities through such underwriting) enter into an
underwriting agreement in such form as shall have been negotiated and agreed to
by the Company with the underwriter or underwriters selected for such
underwriting by the Company. Notwithstanding any other provision of this Section
3(b)(ii), if the underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the underwriter may limit
the number of


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Shares held by Selling Shareholders to be included in the registration and
underwriting, such limitation to be on a pro rata basis based on the relation
that such Shares bear to the total number of securities (including, without
limitation, Shares held by all Selling Shareholders) proposed to be registered
pursuant to the registration statement covered by this Section 3(b)(ii) by the
Selling Shareholders and by other persons selling securities pursuant to
registration rights granted them by the Company or otherwise; provided, that no
such reduction may reduce the number of securities being offered by the Company
for its own account. The number of Shares includable by any Selling Shareholder
under this Section 3(b)(ii) or any other person may, in the discretion of the
Company or the underwriters, be rounded to the nearest 100 shares. No Shares
held by Selling Shareholders excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration. If
any Selling Shareholder disapproves of the terms of any such underwriting, he
may elect to withdraw therefrom by written notice to the Company and the
underwriter. Any securities excluded or withdrawn from such underwriting shall
be withdrawn from the related registration statement. Notwithstanding the
foregoing, if, at any time after giving written notice to the Scheduled
Shareholders of its proposal to file a registration statement pursuant to this
Section 3(b)(ii) and prior to the effective date of such registration statement,
the Company shall determine for any reason not to register the securities
proposed to be covered thereby, the Company may, at its election, give written
notice of such determination to each Selling Shareholder and thereupon shall be
relieved of its obligation to register any Shares held by the Selling
Shareholders in connection with such registration, without prejudice,


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however, to the rights any Scheduled Shareholders otherwise may have to request
that such registration be effected under Section 3(b)(i) hereof.

      (c) Further Obligations to Registration Covenant. In connection with any
registration of Shares undertaken by the Company pursuant to Section 3(a) or
(b), the Company shall:

            (i) furnish to the Selling Shareholders and their underwriter(s)
(which must be acceptable to the Board of Directors of the Company in the case
of Section 3(b)(i) and which must be the Company's in the case of Section
3(b)(ii)) such number of copies of any prospectus (including any preliminary
prospectus) as the Selling Shareholders may reasonably request in order to
effect the offering and sale of the Shares to be offered and sold by the Selling
Shareholders;

            (ii) use its best efforts to qualify the offering under applicable
Blue Sky laws or such other securities laws as may be necessary to enable the
Selling Shareholders to offer and sell the Shares; provided, however, that the
Company shall not be obligated to qualify as a foreign Company to do business
under the laws of any jurisdiction in which it has not then qualified or to file
any general consent to service of process;

            (iii) pay all underwriting discounts and commissions (to the extent
that the Company elects to participate on its own behalf in any such
registration), SEC or any similar body in any jurisdiction other than the United
States and Blue Sky registration and filing fees, printing and engraving
expenses, fees and disbursements of counsel for the Company and Blue Sky
counsel, fees and disbursements of one counsel to represent the Selling
Shareholders as a group (selected by such Selling Shareholders holding a


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majority of the Shares being sold by such Selling Shareholders and acceptable to
the Company in its reasonable judgment), transfer agents' and registrars' fees,
fees and disbursements of accountants used by the Company in connection with
such registration and expenses incidental to any post-effective amendment to any
registration statement; and

            (iv) furnish the Selling Shareholders with unlegended certificates
representing ownership of Shares to be sold pursuant to the registration in such
numbers and denominations as the Selling Shareholders shall reasonably request,
meeting the requirements of such established securities market on which such
securities are listed or are proposed to be listed;

and the Selling Shareholders shall pay all underwriting discounts and
commissions, and expenses directly incurred by the Selling Shareholders
(including, without limitation, fees and disbursements of their counsel other
than the counsel provided to the Selling Shareholders by the Company) in
connection with the offering of the Shares owned by the Selling Shareholders and
the registration thereof.

      (d) Indemnification.

            (i) In the case of each registration effected pursuant to Section
3(a) or (b), the Company agrees to indemnify and hold harmless the Selling
Shareholders, each underwriter of the Shares so registered and each person who
controls any such underwriter within the meaning of Section 15 of the Securities
Act, or any similar law in any jurisdiction other than the United States,
against any and all losses, claims, damages, actions or liabilities to which
they or any of them may become subject under the Securities Act or any other
statute or common law of the United States or any jurisdiction


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therein, or any similar law in any jurisdiction other than the United States,
including any amount paid in settlement of any litigation, commenced or
threatened, if such settlement is effected with the written consent of the
Company, and to reimburse them for any legal or other expenses incurred by them
in connection with investigating any claims and defending any actions insofar as
any such losses, claims, damages, liabilities or actions arise out of or are
based upon (A) any untrue statement or alleged untrue statement of a material
fact contained in, or incorporated by reference in, the registration statement
relating to the sale of such Shares, or any post-effective amendment thereof, or
the omission or alleged omission to state therein a material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, or (B) any untrue statement or alleged untrue statement of
a material fact contained in, or incorporated by reference in, any preliminary
prospectus, if used prior to the effective date of such registration statement,
or contained or incorporated by reference in the prospectus (as amended or
supplemented if the Company shall have filed with the SEC or any similar body in
any jurisdiction other than the United States any amendment thereof or
supplement thereto), if used within the period during which the Company is
required to keep the registration statement to which such prospectus relates
current, or the omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that the
indemnification agreement contained in this Section 3(d)(i) shall not apply to
such losses, claims, damages, expenses, liabilities or actions arising out of,
or based upon, any such untrue statement or alleged untrue statement, or any
such omission or alleged omission, if such statement or omission was


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made in reliance upon and in conformity with information furnished in writing to
the Company by the Selling Shareholders or their underwriter(s) for use in
connection with preparation of the registration statement or any preliminary
prospectus or prospectus contained in the registration statement or any
amendment thereof or supplement thereto, or inure to the benefit of any
underwriter from whom the person asserting any such losses, claims, damages,
expenses, liabilities or actions purchased the securities which are the subject
thereof (or to the benefit of any person controlling such underwriter) if such
underwriter failed to send or give a copy of the prospectus to such person at or
prior to the written confirmation of the sale of such securities to such person.

            (ii) In the case of each registration effected pursuant to Sections
3(a) or (b), the Selling Shareholders and each underwriter of the Shares to be
registered (each such party and such underwriters being referred to severally in
this Section 3(d)(ii) as the "Indemnifying Party") shall agree, in the same
manner and to the extent as set forth in Section 3(d)(i) above, to indemnify and
hold harmless the Company and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act, its directors and
officers, with respect to (A) any untrue statement or alleged untrue statement
of material fact contained in, or incorporated by reference in, the registration
statement relating to the sale of such Shares, or any post-effective amendment
thereof, or the omission or alleged omission to state therein a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or (B) any untrue statement or alleged
untrue statement of a material fact contained in, or incorporated by reference
in, any preliminary prospectus, if used prior to the effective date of such
registration statement, or contained or incorporated by reference


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in the prospectus (as amended or supplemented if the Company shall have filed
with the SEC or any similar body in any jurisdiction other than the United
States any amendment thereof or supplement thereto), if used within the period
during which the Company is required to keep the registration statement to which
such prospectus relates current, or the omission or alleged omission to state
therein a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading if such
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnifying Party for
use in connection with the preparation of such registration statement or any
preliminary prospectus contained in such registration statement or any such
amendment thereof or supplement thereto.

            (iii) Each indemnified party hereunder will, promptly after the
receipt of notice of any claim or of the commencement of any action against such
indemnified party in respect of which indemnity may be sought from an
indemnifying party on account of an indemnity agreement provided for in this
Section 3(d), notify the indemnifying party in writing of the commencement
thereof. The omission of any indemnified party so to notify an indemnifying
party of any such claim or action shall not relieve the indemnifying party from
any liability in respect of such claim or action which it may have to such
indemnified party on account of the indemnity agreement provided for in this
Section 3(d) except to the extent such omission shall result in any prejudice to
the indemnifying party. An indemnified party shall not settle or compromise any
such claim or action unless it shall first obtain the written consent of the
indemnifying party or unless suit shall have been instituted against the
indemnified party, and the indemnifying


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party shall have failed, after the lapse of a reasonable time after notice of
such suit or of notice that the indemnifying party does not intend to contest
such suit, to take action to defend the same. If any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent it may elect, jointly with any other
indemnifying party similarly notified, to assume the defense thereof with
counsel satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section 3(d) for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation. In the case of any such action for which
the Company as the indemnifying party has not assumed the defense, the
indemnified party shall be entitled to advancement of indemnifiable expenses
incurred in connection with the defense of such action upon the presentation to
the Company of invoices for such expenses, provided that the indemnified party
provides the Company with a written undertaking satisfactory to the Company in
its reasonable judgment to repay such advance in the event that it is determined
that the indemnified party is not entitled to be indemnified for such expenses
hereunder.

4. Miscellaneous

      (a) Scope of Agreement. All the provisions of this Agreement shall apply
to all of the Shares of the Company now owned or which may be issued or
transferred to any of the Shareholders, or to their Permitted Transferees, or in
consequence of any additional issuance, purchase, exchange or reclassification
of Shares, corporate


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reorganization, or any other form of recapitalization, consolidation, merger,
share split or share dividend, or which are acquired by any of the Shareholders
or Permitted Transferees in any other manner. In no event shall Shares be
transferred to any person or entity who or which has not first agreed to be
bound as a Shareholder by the terms of this Agreement except to the extent
permitted hereunder (i) pursuant to an effective registration statement filed
with the SEC under the Securities Act or any similar body in any jurisdiction
other than the United States and (ii) thereafter if the Shares have become
readily tradable on an established securities market.

      (b) Specific Enforcement. Inasmuch as the Shares are closely held as of
the date hereof and the market therefor is limited, irreparable damage would
result if this Agreement is not specifically enforced. Therefore, the rights and
obligations as to the purchaser or seller of Shares herein shall be enforceable
in a court of equity by a decree of specific performance, and appropriate
injunctive relief may be applied for and granted in connection therewith. Such
remedies shall, however, be cumulative and not exclusive and shall be in
addition to any other remedies which any party may have under this Agreement or
otherwise.

      (c) Legal Costs. The losing party in any lawsuit to enforce the rights of
any party under this Agreement shall reimburse the prevailing party for all
costs (including attorneys' fees) incurred in connection with such action.

      (d) Amendment. This Agreement constitutes the complete understanding among
the parties hereto. Any provision of this Agreement may be amended, altered or
modified with the written consent of the owners of at least 90% of the
outstanding Shares


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of the Company subject to this Agreement and without the consent of the other
parties hereto.

      (e) Successors. All of the terms and provisions of this Agreement shall
inure to the benefit of and be binding upon the heirs, successors, personal
representatives and assigns of the parties hereto.

      (f) Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of Bermuda, without regard to the rules of such Country
governing conflict of laws.

      (g) Notice. All notices and other communications hereunder shall be in
writing and shall be delivered by hand or by mailing the same by registered
mail, return receipt requested, as follows: (i) if to the Company, to its then
principal offices; and (ii) if to a Shareholder, to such Shareholder's address
as the same shall appear on the books of the Company. Any notice shall be deemed
given and received, if by hand, on the date of delivery, and if by mail, on the
date marked as the date of receipt (or attempted delivery if refused) on the
return receipt.

      (h) Assignment. Neither this Agreement nor any right or obligation
hereunder is assignable in whole or in part by any party without the prior
written consent of the other parties or unless otherwise authorized by this
Agreement.

      (i) Pronouns. Whenever pronouns are used herein, they shall be interpreted
in the neuter, masculine, feminine, singular or plural as the context may
require.

      (j) Term. This Agreement shall continue in full force and effect so long
as there are at least two (2) Shareholders, but shall terminate earlier upon the
completion of any liquidation and dissolution of the Company.


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      (k) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
shall together constitute one and the same instrument.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                   GLOBAL REACH LIMITED


                   By: /s/ William P. Stewart, Jr. Signed: May ____, 1996
                      -----------------------------
                       William P. Stewart, Jr.
                       President


                   /s/ Kevin S. Aarons             Signed: May ____, 1996
                   --------------------------------
                       Kevin S. Aarons


                   /s/ John A. Allison             Signed: May ____, 1996
                   --------------------------------
                       John A. Allison


                   /s/ David Altman                Signed: May ____, 1996
                   --------------------------------
                       David Altman


                   /s/ Marilyn G. Breslow          Signed: May ____, 1996
                   --------------------------------
                       Marilyn G. Breslow


                   /s/ Robert E. Burke             Signed: May ____, 1996
                   --------------------------------
                       Robert E. Burke


                   /s/ John J. Casey               Signed: May ____, 1996
                   --------------------------------
                       John J. Casey


                                      -19-
<PAGE>   20


                   /s/ Alexander Farman-Farmaian    Signed: May ____, 1996
                   ---------------------------------
                       Alexander Farman-Farmaian


                   /s/ John Ferrer                  Signed: May ____, 1996
                   ---------------------------------
                       John Ferrer


                   /s/ Christine A. Fowler          Signed: May ____, 1996
                   ---------------------------------
                       Christine A. Fowler


                   /s/ Joseph S. Frelinghuysen, Jr. Signed: May ____, 1996
                   ---------------------------------
                       Joseph S. Frelinghuysen, Jr.


                   /s/ Michael J. Gillen            Signed: May ____, 1996
                   ---------------------------------
                       Michael J. Gillen


                   /s/ Stacy R. Golding             Signed: May ____, 1996
                   ---------------------------------
                       Stacy R. Golding


                   /s/ Patricia Ingenito            Signed: May ____, 1996
                   ---------------------------------
                       Patricia Ingenito


                   /s/ Peter H. Jennison            Signed: May ____, 1996
                   ---------------------------------
                       Peter H. Jennison


                   /s/ Philip D. Jennison           Signed: May ____, 1996
                   ---------------------------------
                       Philip D. Jennison


                   /s/ Helen Kahn                   Signed: May ____, 1996
                   ---------------------------------
                       Helen Kahn


                   /s/ Richard Kahn                 Signed: May ____, 1996
                   ---------------------------------
                       Richard Kahn


                                      -20-
<PAGE>   21


                   /s/  Robert Kahn                Signed: May ____, 1996
                   --------------------------------
                        Robert Kahn


                   /s/  Stephen Kahn               Signed: May ____, 1996
                   --------------------------------
                        Stephen Kahn


                   /s/  Carolann Marshall          Signed: May ____, 1996
                   --------------------------------
                        Carolann Marshall


                   /s/  Stephen E. Memishian       Signed: May ____, 1996
                   --------------------------------
                        Stephen E. Memishian


                   /s/  C. Graydon Rogers          Signed: May ____, 1996
                   --------------------------------
                        C. Graydon Rogers


                   /s/  David Scott Rogers         Signed: May ____, 1996
                   --------------------------------
                        David Scott Rogers


                   /s/  Stuart Rogers              Signed: May ____, 1996
                   --------------------------------
                        Stuart Rogers


                   /s/  Robert L. Rohn             Signed: May ____, 1996
                   --------------------------------
                        Robert L. Rohn


                   /s/  Robert L. Schwartz         Signed: May ____, 1996
                   --------------------------------
                        Robert L. Schwartz


                   /s/  Harry W. Segalas           Signed: May ____, 1996
                   --------------------------------
                        Harry W. Segalas


                   /s/  Barbara Ann Shelley        Signed: May ____, 1996
                   --------------------------------
                        Barbara Ann Shelley


                                      -21-
<PAGE>   22

                        /s/ Daniel B. Strickberger
                   ________________________________Signed: May ____, 1996
                        Daniel B. Strickberger

                        /s/ Debra Valenti
                   ________________________________Signed: May ____, 1996
                        Debra Valenti

                        /s/ Sandra Vicente
                   ________________________________Signed: May ____, 1996
                        Sandra Vicente

                         /s/ Alice Zoloto
                   ________________________________Signed: May ____, 1996
                        Alice Zoloto

                         /s/ Judith Genatt
                   ________________________________Signed: May ____, 1996
                        Judith Genatt
                        as Trustee under Agreement
                        of Trust dated December 23, 1992

                        /s/ David B. Jennison
                   ________________________________Signed: May ____, 1996
                        David B. Jennison
                        as Trustee under Agreement
                        of Trust dated November 30, 1992

                        /s/ David R. Jennison
                   ________________________________Signed: May ____, 1996
                        David R. Jennison
                        as Trustee under Agreement
                        of Trust dated November 30, 1992

                        /s/ Matthew P. Jennison
                   ________________________________Signed: May ____, 1996
                        Matthew P. Jennison
                        as Trustee under Agreement
                        of Trust dated November 30, 1992


<PAGE>   23

                                                    SCHEDULE I
                                                     ----------
                            SHAREHOLDERS
                            ------------

                        William P. Stewart, Jr.
                        Kevin S. Aarons
                        John A. Allison
                        David Altman
                        Marilyn G. Breslow
                        Robert E. Burke
                        John J. Casey
                        Alexander Farman-Farmaian
                        John Ferrer
                        Christine A. Fowler
                        Joseph S. Frelinghuysen, Jr.
                        Michael J. Gillen
                        Stacy R. Golding
                        Patricia Ingenito
                        Peter H. Jennison
                        Philip D. Jennison
                        Helen Kahn
                        Robert Kahn
                        Stephen Kahn
                        Carolann Marshall
                        Stephen E. Mernishian
                        C. Graydon Rogers
                        David Scott Rogers
                        Stuart Rogers
                        Robert L. Rohn
                        Robert L. Schwartz
                        Harry W. Segalas
                        Barbara Ann Shelley
                        Daniel B. Strickberger
                        Debra Valenti
                        Sandra Vicente
                        Alice Zoloto
                        Trust for the benefit of James Schwartz
                        Trust for the benefit of Jonathan Schwartz
                        Trust for the benefit of Kathryn Schwartz
                        Trust for the benefit of Peter H. Jennison
                        Trust for the benefit of Matthew Jennison
                        Trust for the benefit of David Jennison
<PAGE>   24
                                                           SCHEDULE II
                                                           -----------

                             SCHEDULED SHAREHOLDERS
                             ----------------------

                        Marilyn G. Breslow
                        Stacy R. Golding
                        Robert Kahn
                        Philip D. Jennison
                        Stephen E. Memishian
                        C. Graydon Rogers
                        Robert L. Rohn
                        Robert L. Schwartz
                        Harry W. Segalas
                        William P. Stewart, Jr.
                        Daniel B. Strickberger