EXHIBIT10.1

**Agreement for the Acquisition of Assets and Liabilities**

between
| 1. | IPT  — Institut für Präventivmedizin & Technologie GmbH, Stadthausbrucke 1 -  3, 20355 Hamburg, represented by its managing director, Mr. Jorg Menten,  registered in the Commercial Register of the Local Court of Hamburg under HRB  72176 |
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|   | - “Vendor" - |
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and
| 2. | VBB  Health ProCOMED GmbH, Stadthausbrucke 1 - 3, 20355 Hamburg, represented by  Mr. Dietrich Nord, registered in the Commercial Register of the Local Court  of Hamburg under HRB 76451) |
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|   | - “Purchaser” - |
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Recitals
| 1.     | The  Vendor is a company with limited liability (Gesellschaft mit beschrankter  Haftung) which is in the business of providing services to the healthcare  industry which, also within the scope of pilot models of national health  insurances, shall be scientifically supported and evaluated.                  |
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| 2.     | The  Purchaser is a company with limited liability (Gesellschaft mit beschrankter  Haftung) which is in a similar business in Germany.                                                                                                                                                                             |
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| 3.     | Subject  to the terms and conditions of this Agreement the Vendor intends to sell and  transfer to the Purchaser, and the Purchaser intends to purchase and acquire  from the Vendor, the Assets and Liabilities as described in Appendix A  (Anlageverzeichnis) (however, excluding those which are crossed out). |

Now, therefore, it is hereby agreed asFollows:

1. Interpretation, Definitions
| 1.1.   | In  this Agreement (including the Recitals and the Appendices hereto):                                                                                                                                                                                                                                                                                                                  |
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| (a)    | the  headings are inserted for convenience purposes only and shall not affect the  interpretation of this Agreement.                                                                                                                                                                                                                                                                    |
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| (b)    | if  a German term has been added after an English term, only the German term  shall be decisive for the interpretation of the relevant English term.                                                                                                                                                                                                                                    |
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| 1.2.   | In  this Agreement, unless the context otherwise requires, the following terms  shall have the following meanings.                                                                                                                                                                                                                                                                      |
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|   | BGB  means the German Civil Code (Burgerliches Gesetzbuch);                                                                                                                                                                                                                                                                                                                             |
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|   | Costs  means costs, expenses (including but not limited to legal expenses or  expenses in relation to tax advice), losses, claims and/or damage, but does  not include lost profit (entgangener Gewinn);                                                                                                                                                                                |
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|   | Effective  Date means 24.00 hrs on June 30, 2000;                                                                                                                                                                                                                                                                                                                                       |
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|   | Fiscal  Charges means fiscal charges (Abgaben), including taxes (Steuern), special  levies (Sonderabgaben), public charges and fees (Beitrage und Gebuhren) of  any kind (including social security contributions) and incidental tax  payments (steuerliche Nebenleisungen) as well as interest relating thereto  and all other comparable charges, taxes etc. in other jurisdictions; |
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|   | HGB  means the German Commercial Code (Handelsgesetzbuch);                                                                                                                                                                                                                                                                                                                              |
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|   | Purchase  Price means the purchase price to be paid by the Purchaser for the Assets and  Liabilities as described in Appendix A (however, excluding those which are  crossed out) pursuant to Clause 6.1.;                                                                                                                                                                              |
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|   | Signing  Date means the date of signature of this Agreement;                                                                                                                                                                                                                                                                                                                            |

2. Sale and Purchase of Assets and Liabilities

| 2.1.   | The  Vendor hereby offers to sell the Assets and Liabilities as described in  Appendix A, except those assets and liabilities as specifically identified on  Appendix C, to the Purchaser subject to, and in accordance with, the  provisions of this Agreement. The Purchaser hereby accepts such offer.                                                                                                                                                                                                                             |
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| 2.2.   | The  sale by the Vendor to the Purchaser pursuant to Clause 2.1 shall comprise all  tangible and intangible assets and liabilities (materielle und immaterielle  Vermogensgegenstance und Verbindlichkeiten) as described in Appendix A  (however, excluding those which are crossed out) in each case if and to the  extent owned (including expectancy rights (Anwartschaftsrechte)) by the  Vendor on the Signing Date or the Effective Date (in this Agreement also  referred to as the “Assets and Liabilities Sold”). |
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| 2.3.   | Without  limitation to the foregoing, The Assets and Liabilities Sold comprise the  following:                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 2.3.1  | All  office equipment, furniture, files, cabinets, computer hardware (together  with loaded non-custom software, in particular the database created by the  Vendor for the performance of the healthcare operations) and related tangible  property located at the Vendors premises Stresemannstr 29, 22769 Hamburg and  at Stadhausbrucke 1-3, 20355 Hamburg (as indicated on Appendix A) to the  extent such software is owned by Vendor;                                                                                           |
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| 2.3.2  | All  other equipment, vehicles and other fixed assets (Vermogensgegenstande des  Anlagevermogens) within the meaning of Section 266 (2) A HGB expressed in the  Vendors balance sheet as of June 30, 2000;                                                                                                                                                                                                                                                                                                                            |
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| 2.3.3  | All  patents, trademark rights, trade names, trade name rights, service marks,  copyrights, registered designs, utility models and similar intellectual  property rights, and all applications relating to the foregoing, all  inventions, trade secrets and know-how, databases, product and marketing  information, transferable rights to software, and all other intellectual  property rights;                                                                                                                                   |
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| 2.3.4  | All  customer and supplier lists; promotional and marketing literature; training,  operations, equipment, other manuals, quotations, correspondence, purchase  orders, contract documents, and other written, magnetic or other tangible  media.                                                                                                                                                                                                                                                                                      |
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| 2.4    | The  Vendor shall assign those agreements with third parties relating to the  Assets and Liabilities Sold to the Purchaser which are listed in Appendix A  including, but not limited to, contracts with persons who might not be  considered employees. The Purchaser hereby accepts such assignment. Should  any third party not agree to such assignment, the Vendor shall put the  Purchaser in a position as if such third party would have agreed.                                                                              |

3. Liabilities

The Purchaser shall assume allliabilities (Verbindlichkeiten) of the Vendor including, but not limited to,those liabilities which are listed in Appendix A under the heading“Liabilities”. The Purchaser shall indemnify and hold the Vendor harmless inrespect of all liabilities — whether present or future, actual and contingent,known or unknown — of the Vendor and of all Costs incurred or suffered by thePurchaser in respect thereof except those assets and liabilities asspecifically identified on Appendix C.

4. Tax Indemnity

The Purchaser shall indemnify the Vendorand hold the Vendor harmless in respect of all Costs resulting from FiscalCharges relating to the Business. Claims of the Vendor under this Clause 4shall become time-barred (verjahren) one year after the assessment period(Festsetzungsfrist) for the relevant tax claim for the comparable period underthe relevant applicable law) has expired.5.  Transfer of Title to Assets5.1Subject  to the condition precedent (aufschiebende Bedingung) of payment of the  Purchase Price, the Vendor hereby offers to transfer (ubereignen bzw.  abtreten) to the Purchaser, with effect from the Effective Date all Assets  and Liabilities Sold as set forth (excluding those which are crossed out) in  Appendix A. The Purchaser hereby accepts such offer.  5.2Delivery  (Ubergabe) of the moveable (bewegliche) Assets Sold shall take place on or  before the Effective Date at the Real Properties by way of physical delivery  (korperliche Ubergabe) of such moveables. The delivery shall be conducted in  such a way so as not to disrupt the ordinary course of business and not to  interfere with the quality of the services performed by Vendor. Therefore,  the parties shall agree prior to the delivery which steps will have to be  taken in connection with its execution.  5.3If  and to the extent that:   (a)any  of the moveable (bewegliche) Assets Sold are in the possession of third  parties on the Effective Date, the Vendor hereby offers to assign to the  Purchaser with effect from the Effective Date - but subject to the condition  precedent of payment of the Purchase Price - the right to demand delivery of  such assets (Herausgabeanspruch);    (b)the  Purchaser, for any other reason, does first obtain possession of any of the  moveable (bewegliche) Assets Sold on the Effective Date, the Vendor hereby  offers to hold (verwahren) such assets for the Purchaser, in lieu of delivery  (als Ubergabesurrogat), with effect from the Effective Date.    The  Purchaser hereby accepts the offers contained in paragraphs (a) and (b).5.4If  and to the extent that any of the Assets Sold are subject to a reservation of  title (Eigentunisvorbehalt) or transfer of title by way of security  (Sicherungsubereignung/abtretung) on the Effective Date, the Vendor hereby  transfers to the Purchaser with effect from the Effective Date — but subject  to the condition precedent (aufschiebende Bedingung) of payment of the  Purchase Price its expectancy rights (Anwartschattsrecht) in respect of such  Assets Sold. The Purchaser hereby accepts such transfer.
6. Purchase Price
6.1The  Purchase Price is allocated to the individual assets in accordance with the  statement of value as set forth in Appendix B. The entire Purchase Price  shall amount to DM 4.146.556.  6.2In  addition to the Purchase Price, the Purchaser shall pay to the Vendor any  value-added tax payable, if any, against (Zug urn Zug gegen) the delivery of  an invoice to be prepared by the Vendor specifying the amount of such VAT in  a manner which is sufficient for Germany tax purposes. Value-added tax  payable pursuant to this Clause 6.2 shall become due for payment by the  Purchaser to the Vendor on the date on which the Purchase Price becomes due  or, if this is later, the date on which the Vendor is legally obliged to pay  over (abfuhren) the relevant amount to the German tax authorities.  6.3The  Purchase Price shall be due and payable on 16 august 2000 by bank transfer to  a bank account to be nominated by the Vendor.
7. Employee Matters

As of the date of transfer of title tothe Assets and Liabilities Sold, all individuals who are employed by Vendor asof such date will automatically transfer to the Purchaser in accordance with §613a BGB. The Purchaser shall assume all rights, obligations and liabilitiesunder all employment agreements, collective bargaining agreements and otheremployment relationships as of such date. The Purchaser shall reimburse theVendor for any and all Costs relating to the continuous employment and thetermination of employees objecting to the transfer to the Purchaser.8.  Costs
Purchaser shall bear all Costs incurredor to be incurred in connection with the preparation, negotiation andimplementation of this Agreement.

9. Announcements

No party shall without the prior writtenconsent of the other party disclose any of the content of this Agreement tothird parties or make any Information relating thereto available to thirdparties. This shall not, however, apply to announcements and disclosures whichany party may be obliged to make under applicable laws or regulations or whichany party makes in the course of the ordinary and regular course of itsbusiness. The right of the parties to disclose matter to employees or toadvisers who are bound by a professional duty of confidentiality shall remainunaffected.

10. Notices

All Notices, communications anddeclarations of will (Willenserklarungen) made under or in connection with thisAgreement shall be made in writing (telefax being sufficient) and sent to thefollowing addresses and marked for the attention of the following persons(a)VendorIPT  - Institut fur Praventivrnedizin & Technologie GmbH  Stadthausbrucke  1-3  20355  Hamburg  Fax  No.: +49-40-36988659  with  a copy to General Counsel  12/13  Exchange Place  IFSC  Dublin  1 Ireland  Fax  Number: +353 1 675 0280   For  the attention of:Geschaftsfuhrung  (b)PurchaserVBB  Hearth ProCOMED GmbH  Stadthausbrucke  1-3  20355  Hamburg  Fax  No.; +49-40-36988613   For  the attention of:Geschaftsfuhrung
Each party shall notify the other partyin writing and in good time (rechtzeitig) of any change of its address (or ofthe person for whose attention notices are to be marked).11.  Partial Invalidity, EntireAgreement11.1If  one or more provisions of this Agreement should be or become wholly or  partially invalid, void or impracticable, the validity of the other  provisions of this Agreement shall not be affected thereby. The same shall  apply if it should transpire that this Agreement contains an omission. In  place of the invalid; void or impracticable provision the parties of this Agreement  shall agree on an appropriate provision which comes as close as legally  possible to what the parties were trying to achieve with the invalid, void or  impracticable provision (or, as the case may be, the invalid, void or  impracticable part thereof).  In the  event that an omission needs to be rectified, a provision shall be agreed  upon which, in view of the purpose and intent of this Agreement, comes as  close as possible to what the parties would have agreed if they had been  aware of the omission at the time that this Agreement was concluded.  11.2This  Agreement sets out the entire agreement between the parties relating to the  subject matter hereof. Variations and additions to this Agreement shall be  made in the form required by law and in any event in writing, the same shall  apply to any waiver of the need to comply with the provisions of this Clause  11.2. For the avoidance of doubt, this parties agree that the form of  execution of this Agreement does not have to comply with the  unity-of-document (Einheitlichkeit der Urkunde) requirements of §§128 and 127  BGB.
12. Miscellaneous
12.1The  Vendor shall take all steps and shall make all declarations which are useful  or expedient in order to complete the acquisition of the assets and transfer  of liabilities by the Purchaser (including, in particular, but without  limitation, the acquisition by the Purchaser of ownership of the Assets and  Liabilities Sold and the registration of the Purchaser as the proprietor of  any Intellectual Property Rights forming part of the Assets Sold) and to  enable the Purchaser to fully enjoy the rights acquired under this  Agreement.  At the request of the  Purchaser, the Vendor shall inform the Purchaser of all matter known to it  concerning the Business and relating to the period before the Effective  Dates.  12.2Rights  and claims under this Agreement may only be assigned with the prior written  consent of all other parties to this Agreement except as otherwise provided  for herein.
13. Governing Law

This Agreement shall be governed by thesubstantative laws of the Federal Republic of Germany excluding the UNConvention for the Sale of Goods and private international law provisions.

London, this 30 August 2000

/s/ J. MentenIPT - Institut fur Praventivmedizin & Technolgie GmbH

/s/ D. NordVBB Health ProCOMED GmbH

[Exhibits Omitted]

THIS AGREEMENT is made on           2000.

BETWEEN:

(1)         ESG Re Limited, a company registered inBermuda no. 23746 whose registered office is Cedar House, 41 Cedar Avenue,Hamilton, Bermuda (“ESG Re”);

(2)         HMI Partners L.L.C., a Delaware limitedliability company, c/o Head & Company L.L.C., 1330 Avenue of the Americas,New York, NY 10019 (“HMI”);

(3)         Head Company Profit Sharing Plan, c/oHead & Company L.L.C., 1330 Avenue of the Americas, New York, NY 10019(“HPS”);

(4)         The persons whose names and addressesare set out in Schedule 1 (the “Executives”);

(5)         VBB (Bermuda) Limited, a companyregistered in Bermuda no. 27640 whose registered office is at SkandiaInternational House, 16 Church Street, Hamilton HM11, Bermuda (the “Company’).

WHEREAS:

(A)       The Company is a company limited byshares incorporated in Bermuda on 21 January 2000.

(B)        The Company has at the date hereof anauthorised share capital of US$12,000 divided into Common Shares of US$1.00each.

(C)        The parties have agreed to procure thatthe business of the Company and its Subsidiaries conducted in accordance withthe provisions of this Agreement following the subscriptions referred to inclause 2.

IT IS AGREED:

1. INTERPRETATION

1.1        Inthis Agreement and its Recitals and Schedules:

“AShareholder” means the holder or holders of a majority in number of the AShares;

“AShares” means the “A” voting convertible redeemable preference shares ofUS$0.01 each in the Company;

“BShareholder” means the holder or holders of a majority in number of the BShares;

“BShares” means the Bi Shares and the B2 Shares;

“B1Shares” means the “B1” voting convertible redeemable preference shares ofUS$0.01 each in the Company;

“B2Shares” means the “B2" voting convertible non-redeemable preference sharesof US$0.01 each in the Company;

“Board”means the board of directors of the Company for the time being or from time totime;

“BusinessDay” means a day (other than a Saturday or a Sunday) during which banks in NewYork City are open for business;

“Bye-Laws”means the Bye-Laws of the Company to be adopted on the date hereof and set outin Schedule 4 as amended from time to time;

“CShareholder” means the holder or holders of a majority in number of the CShares;

“CShares” means the “C” voting convertible redeemable preference shares ofUS$0.01 each in the Company;

“CompaniesAct” means the Bermuda Companies Act 1981;

“FinancialYear” means the financial year of the Company adopted from time to time by theBoard;

“Group”means the Company and its Subsidiaries from time to time;

“GroupCompany” means, in relation to any company, any Holding Company of that companyand any Subsidiary of that company or of any of its Holding Companies;

“HoldingCompany” has the meaning set out in section 87 of the Companies Act;“Option Plan” means the document granting certain options to acquire shares inthe Company in the agreed terms;
“OrdinaryShareholders” means the holder or holders of a majority in number of theOrdinary Shares;

“OrdinaryShares” means the ordinary shares of US$0.01 each in the Company;

“Shareholder”means a holder of any share in the Company;

“Shares”means all of the shares of the Company;

“Subsidiary”has the meaning set out in section 87 of the Companies Act; and

“SupplementalAgreement” means an agreement entered into pursuant to clause 4.2.
1.2Any  reference in this Agreement to a document being “in the agreed terms” means  that document in the terms agreed between the parties and for the purpose of  identification signed by or on behalf of the parties or such other terms as  may be agreed in writing between the parties in substitution therefor.  1  .3In  this Agreement, references to any statutory provision shall include such  provision as from time to time amended, whether before on or (in the case of  re-enactment or consolidation only) after the date hereof, and shall be  deemed to include provisions of earlier legislation (as from time to time  amended) which have been re-enacted (with or without modification) or  replaced (directly or indirectly) by such provision and shall further include  all statutory instruments orders from time to time made pursuant thereto.
1.4        Inthis Agreement and its Schedules:

(a)         the neuter gender shall include themasculine and the feminine;

(b)        the singular number shall include theplural and vice versa;

(c)         references to persons shall includeindividuals, bodies corporate, unincorporated associations and partnerships;

(d)        the headings are inserted forconvenience only and shall not affect the construction this Agreement; and

(e)         references to recitals, clauses andschedules and subdivisions thereof, unless a contrary intention appears, are tothe recitals and clauses of and schedules to this Agreement and subdivisionsthereof respectively.1.5The  Schedules form part of this Agreement and shall be construed and shall have  the same full force and effect as if expressly set out in the body of this  Agreement.  1.6If  any obligation in this Agreement is expressed to be an obligation of the  Company or of any Subsidiary of the Company, it shall also be an obligation  of the Shareholders to each other to procure that the Company or (as the case  may be) the Subsidiary performs such obligation and an obligation of the  Company to each of the Shareholders to procure that each of its Subsidiaries  performs such obligation.
2. SUBSCRIPTION AND COMPLETION
2.1The  persons referred to in sub-clauses 2.2(h)(i)(A) to (G) inclusive agree,  severally and not jointly:
(a)         to subscribe for the shares set againsttheir respective names in those sub-clauses on and with effect from completionof this Agreement; and

(b)        to pay to the Company the subscriptionmonies set against their respective names in sub-clauses 2.2(b) to (g)inclusive as and when due.
2.2After  execution of this Agreement:
(a)         ESG Re shall immediately procure thepassing at a Special General Meeting of the Company of the Special Resolutionfor the purpose, inter alia, of increasing the share capital of the Company,creating the new classes of Shares adopting the Bye-Laws and appointing two newDirectors, as set out in Schedule 2;

(b)        HMI shall, on or before 8 September2000, pay to the Company by telegraphic transfer the amount of US$1,950,000 andshall, on or before 29 September 2000, p to the Company by telegraphic transfera further amount of US$1,000,000;

(c)         HPS shall, on or before 8 September2000, pay to the Company the amount of US$50,000;

(d)        Gerald Moeller shall, on or before 8September 2000, pay to the Company the amount of US$4,000;

(e)         Jorg Menten shall, on or before 8September 2000, pay to the Company the amount of US$2,000;(f)         Dietrich Nord shall, on orbefore 8 September 2000, pay to the Company the amount of US$2,000;
(g)        Roman Schenk shall, on or before 8September 2000, pay to the Company the amount of US$2,000;

(h)        the Company shall immediately procure:

             (i)          theholding of a Board meeting of the Company at which the Board shall resolve thatthe following shares shall be allotted and issued to the following persons:

                           (A)       ESG Re: 8,000,000 A Shares;

                           (B)        HMI: 2,655,000 B1 Shares and 295,000 B2Shares;

                           (C)        HPS: 50,000 C Shares;

                           (D)        Gerald Moller:  400,000 Ordinary Shares;

                           (E)        Jorg Menten:  200,000 Ordinary Shares;

                           (F)        Dietrich Nord:  200,000 Ordinary Shares;

                           (G)        Roman Schenk:  200,000 Ordinary Shares.

             (ii)         that the register of members of the Company shall be amendedto reflect the allotments referred to in paragraph (I);

(i)          the Company shall immediately procurethe holding of a Board meeting of the Company at which:
(i)Mr.  Moller will be appointed the Chairman of the Board;  (ii)the  Option Plan and all documents to be entered into by the Company pursuant to  or in connection with this Agreement shall be approved and their due  execution by the Company shall be authorised; and(iii)the  Option Plan shall be executed by the Company as a Deed.
3. [DELETED}

4. GENERAL PROVISIONS
4.1Except  as may be determined by an ordinary resolution passed by the Shareholders of  Company or by clause 5 or clause 6 and notwithstanding any provision of the  Bye-Laws, none of the Shareholders shall assign, transfer, mortgage, charge,  pledge or otherwise dispose of or encumber in any manner whatsoever and  whether in whole or in part its legal beneficial interest in its shareholding  in the Company or, save as may be permitted therein any right or obligation  under this Agreement or the Bye-Laws or any other right or obligation as a  member of the Company. Clauses 5 and 6 will apply to any transaction that may  be permitted pursuant to this clause 4.1.  4.2The  parties to this Agreement shall procure that any transferee or allottee of  shares in the Company shall, prior to any transfer or allotment to it taking  effect, have entered into an agreement with the parties to this Agreement and  the other holder or holders for the time being of all the shares in the  Company substantially in the form set out in Schedule 3 and provided that  such transfer or allotment is not otherwise prohibited by this Agreement,  each party to this Agreement shall enter into such an agreement whenever  requested to do so by any other party to this Agreement.  4.3If  there shall at any time be any discrepancy between the provisions of this  Agreement on the one hand and the provisions of the Bye-Laws on the other,  the provisions of this Agreement shall prevail and the Shareholders shall  take such steps as may be necessary and permitted by Bermuda law to amend the  Bye-Laws in order to give effect to the provisions of this Agreement.  4.4If  any Shareholder both ceases to hold shares and ceases to be the beneficial  owner of shares in the Company, then it shall no longer be a party to this  Agreement and this Agreement shall cease and determine with respect to it  (except for clauses 12.3, 15 and 18 but such termination shall be without  prejudice to any liability which it may have in respect of any prior breach  or non-performance of this Agreement.
5. TAG ALONG RIGHTS
5.1If,  at any time, any Shareholder proposes to sell or otherwise to transfer for  value any Shares, such Shareholder may only sell such Shares subject to and  in compliance with this clause 5 as well as clauses 4 and 6.  5.2The  Shareholder proposing to sell Shares (the “Tag Along Selling Shareholder”)  shall notify the other Shareholders in writing of such intended sale at least  10 days prior to the date thereof, which notice (in this clause the “Selling  Shareholder’s Notice”) shall set forth all of the material terms of the  intended sale, including but not limited to the name and address of the  prospective transferee (the “Prospective Transferee”), all information  reasonably available to the Selling Shareholder regarding the Prospective  Transferee that the other Shareholders would reasonably need to make a  decision under this clause 5, the purchase price and other terms and  conditions of payment, the date on or about which such sale is to be made  (the “Prospective Sale Date”) and the number of Shares to be purchased by the  Prospective Transferee from the Selling Shareholder (the “Prospective Sale  Shares”).  5.3Within  7 days of receipt of a Tag Along Selling Shareholder’s Notice, each other  Shareholder may notify the Tag Along Selling Shareholder that such other  Shareholder desires to sell shares to the Prospective Transferee on the same  terms and conditions as set forth in the Tag Along Selling Shareholder’s  Notice. Upon giving such notice to the Tag Along Selling Shareholder, such  other Shareholder shall be entitled to sell to the Prospective Transferee on  the same terms and conditions as set forth in the Selling Shareholder’s  Notice, up to that number of his shares (the “Tag Along Shares”) equal to (i)  the total number of Shares agreed to be purchased by the Prospective  Transferee multiplied by (ii) a fraction of which the numerator shall be the  number of Shares then owned by such other Shareholder and the denominator  shall be the total number of Shares then owned by all Shareholders who desire  to sell Shares to the Prospective Transferee pursuant to this clause 5. Such  other Shareholder shall not be deemed to have entered into a legally binding  agreement to sell any Tag Along Shares unless and until such other  Shareholder shall have entered into a definitive share purchase agreement in  respect of such Shares with the Prospective Transferee, on terms identical to  those entered by the Tag Along Selling Shareholder. If such other Shareholder  is not afforded the right to participate in the transaction contemplated by  the Tag Along Selling Shareholder’s Notice in accordance with the terms and  conditions hereof, the Tag Along Selling Shareholder may not consummate such  transaction and the directors the Company may not register the transfer of  shares by the Tag Along Selling Shareholder.
6. DRAG ALONG RIGHTS
6.1If  a B Shareholder or a C Shareholder (the “Drag Along Selling Shareholder”)  agrees to sell or otherwise to transfer for value a number of Shares  representing 20% or more of the aggregate number of the Shares in issue in  one or a series of related bona fide arm’s-length transactions with any  person or persons who are not affiliated with (as such term is defined in  Rule 405 under the US’s Securities Act 1933) such Shareholder (the “Prospect  Transferee”) then, following compliance with clause 4, upon the demand of  such Drag Along Selling Shareholder (which demand shall contain all of the  information equivalent to that required to be set forth in a Selling  Shareholder’s Notice under clause 5.2 and be given not less than 10 days  prior to the proposed sale date) (the “Drag Along Sale Notice”), each of the  other Shareholders (each a “Compulsory Vendor”) shall sell or transfer up to  the number of its Shares (the “Drag Along Shares”) being that proportion of  the Shares then held by it which is equal to the proportion which the number  of Shares agreed to be sold to the Prospective Transferee(s) by the Drag  Along Selling Shareholder bears to the number of Shares held by the Drag  Along Selling Shareholder on the same terms and conditions as those on which  the Drag Along Selling Shareholder has agreed to sell or transfer its Shares  6.2If  the Compulsory Vendor fails to transfer his Drag Along Shares pursuant to  this clause 6 then the Chairman of the Company or failing him the Company  Secretary will, pursuant to a power of attorney in the terms of Schedule 5  (which terms are hereby agreed by each of parties who is or is to become a  Shareholder), be the attorney for the Compulsory Vendor with full power to  execute, complete and deliver, in the name of and on behalf of the Compulsory  Vendor, a transfer of the Drag Along Shares to the Prospective Transferee(s)  against the payment set out in the Drag Along Sale Notice. On payment to the  Company of the consideration payable in respect of the transfer, the  Prospective Transferee(s) will be deemed to have obtained a good discharge  for such payment and on execution and delivery of the transfer(s) the Company  shall enter the Prospective Transferee(s)’s in the Company's register of  members as the holder of the Drag Along Shares and shall issue a share  certificate in respect of such shares.  6.3After  the name of the Prospective Transferee(s) has been entered in the register of  members in exercise of the above-mentioned powers the validity of the  proceedings may not be questioned by any person, except in the case of any  manifest error. The Company will be trustee for any moneys received as  payment from the Prospective Transferee(s) and will promptly pay them to the  Compulsory Vendor (subject to applying the same on his behalf in settling any  fees or expense falling to be borne by the Compulsory Vendor) together with  any balance share certificate to which it may be entitled.
7. FINANCING OF THE COMPANY

Subjectto any contrary agreement, and save as expressly provided by this Agreement, noShareholder shall be obliged to contribute to the capital of the Company,whether by further subscription for shares or by loans or otherwise.

8. MANAGEMENT OF THE COMPANY
8.1Notwithstanding  any provisions of the Bye-Laws, during the continuance of this Agreement the  parties shall from time to time act so as to ensure that, save as otherwise  provided in this Agreement or unless the Shareholders agree to the contrary  in writing:
(a)         subject to any more specific provisionsof this Agreement, all matters relating to the operation of the Company shallbe decided by the Board and the Board shall at all times manage the Company soas to procure so far as possible the achievement of the objectives of thisAgreement;

(b)        the directors shall be appointed byordinary resolution of the Shareholders and the number of directors shall befour of whom three shall be designated by the B Shareholder and the CShareholder acting together and one shall be designated by the OrdinaryShareholders;

(c)         the B Shareholder and the C Shareholdershall be entitled by notice in writing to the Company executed by the BShareholder and the C Shareholder to designate three directors and by likenotice to request the removal of any director appointed and at any time andfrom time to time by like notice to designate any other person to be a directorin the place of the director removed at their request or in the place of anydirector vacating office in any way and originally so designated by the BShareholder and the C Shareholder and the Ordinary Shareholders agree to votein accordance with the directions of the B Shareholder and the C Shareholder inconnect therewith;

(d)        the Ordinary Shareholders shall beentitled by notice in writing to the Company to designate one director and bylike notice to request the removal of the director appointed at their requestand at any time and from time to time by like notice to designate any otherperson to be a director in the place of the director removed at their requestor in the place of any director vacating office in any way and originallydesignated by the Ordinary Shareholders and the B Shareholder and the CShareholder agree to vote in accordance with the directions of the OrdinaryShareholders in connection therewith; and

(e)         no question shall be decided at anymeeting of the members of any Subsidiary of the Company otherwise than inaccordance with a decision or direction of the Board.
8.2The  modification of any of the rights attached to any class of shares in the  Company shall require the consent in writing of all the Shareholders.  8.3The  Company shall inform the A Shareholder immediately of any matter,  development, action or proposal which may have a material effect on the  assets, liabilities or business of the Group.
9. TAX ELECTION

TheCompany shall, if so required by any party, file a “check the box” electionpursuant to US Treasury Regulation Section 301.7701-3 for the Company to betreated as a partnership for US Federal Income Tax purposes.

10. OPTION
10.1If,  prior to 5:00pm (New York time) on 29 September 2000, the B Shareholder  receives any offer or approach by any person (an “Offeror”) to purchase up to  1,000,000 B1 Shares (an “Offer”), it shall immediately notify ESG Re of all  the terms and conditions of the Offer (including the number of Shares the  Offer relates to (the “Offer Shares”)) and of the identity of the Offeror.  10.2Provided  that:
(a)         ESG Re, the B Shareholder and theChairman of the Board have approved the Offer in writing before 5:00pm (NewYork time) on the third Business Day following its receipt of the Offer; and

(b)        the consideration to be paid for eachShare pursuant to the Offer is US$1, then the B Shareholder shall accept theOffer immediately following receipt of the approval referred to in paragraph(a) and shall as soon as reasonably possible execute a legally bindingagreement in which it agrees to sell the relevant Shares on the terms of theOffer.
10.3Clause  4.2 shall apply to the Offeror. Clause 5 shall not apply to the Offeror.  10.4The  parties agree that, if a sale pursuant to this clause 10 occurs, they shall  procure that the Bye-Laws are amended so that the Offer Shares shall be  converted into a new class of Shares which shall have the same rights as the  B1 Shares as to dividends, capital, conversion and redemption. They shall  also procure that the votes attributable to each Offer Share shall entitle  all the Offer Shares to an aggregate of 9.9% of the votes at any meeting of  the Shareholders immediately after completion of the Offer. Such voting  rights shall proportionately reduce the number of votes attributable to each  Ordinary Share. For example, if there are 1,000,000 Offer Shares, the number  of votes attributable to each Offer Share shall be 1.1880 and, if there are  1,000,000 Ordinary Shares in issue, the number votes attributable to each  Ordinary Share shall become 1.2480.
11. INDEMNITY
11.1The  Company shall use its best endeavours to procure that, as soon as reasonably  possible, ESG Re and all its Group Companies shall be released from any  guarantees, indemnities and other actual or contingent obligations and  comfort letters given or undertaken by them or any of them in respect of any  and all actual or contingent liabilities whatsoever of any Group member.  11.2The  Company shall indemnify ESG Re and shall keep it indemnified against all  liabilities, damages, costs, losses, expenses, charges, claims, demands,  proceedings and judgments (together “Liabilities”) affecting ESG Re, which  may have arisen or may arise in connection with ESG Re’s ownership of shares  in the Company or in connection with the business of Group or any member of  the Group.
12. CONFIDENTIALITY
12.1Each  of the Shareholders or its respective duly authorised representatives shall  have the right to inspect the books of the Company at any time during normal  business hours.  12.2Each  of the directors of the Company may communicate any information acquired by  him in relation to the Group to the Shareholder appointing him, subject  always to the parties’ duty confidentiality contained in clause 12.3.  12.3Each  party will treat as confidential any information provided to it by any of the  others which has not been published, or which is not already known to the  receiving party, and will impose a similar duty of confidentiality on any  person to whom it is permitted to transfer such information. The parties will  maintain the utmost confidentiality regarding this Agreement at all times and  none of the parties will make announcement to the public or to any third  party regarding the arrangements contemplated by this Agreement without the  consent of others, save (in the absence of agreement) for any statement or  disclosure which may be required by law or called for by the requirements of  any recognised stock exchange and any such statement or disclosures shall be  no more extensive than is usual or necessary to meet the requirements imposed  upon the party making such statement or disclosure.
13. NO PARTNERSHIP

This Agreement shall not create anypartnership between the parties or any of them.14.  COSTS
Eachparty to this Agreement shall pay its own costs, charges and expenses incurredin the preparation, completion and implementation of this Agreement and thedocuments referred to herein, save that ESG Re shall pay such costs, chargesand expenses of HMI and HPS.

15. NOTICES
15.1Any  notice or other communication to be given hereunder shall either be delivered  personally or sent by facsimile transmission. The address for service of each  of the parties shall be the address stated at the head of this Agreement or  in Schedule 1 or such other address as the party to be served may have  previously notified to the others. All notices shall be deemed have been  served as follows:
(a)         if personally delivered, at the time ofdelivery;

(b)        if communicated by facsimiletransmission, at the time of transmission, provided that where, in the case ofdelivery by hand or transmission by facsimile, such delivery transmissionoccurs after 6 pm on a Business Day or on a day which is not a Business Day,service shall be deemed to occur at 9 am on the next following Business Day.
15.2In  proving such service it shall be sufficient to prove that personal delivery  was made, or that the facsimile transmission was made after obtaining in  person or by telephone appropriate evidence of the capacity of the addressee  to receive the same, as the case may be.
16. SEVERABILITY

Ifany provision or provisions of this Agreement (or of any document referred toherein) is or at any time becomes illegal, invalid or unenforceable in anyrespect, the legality, validity and enforceability of the remaining provisionsof this Agreement (or such document) shall not in any way be affected orimpaired thereby.

17. ENTIRE AGREEMENT AND VARIATION
17.1This  Agreement (together with the documents referred to herein) constitutes the  entire agreement between the parties in relation to the transactions referred  to herein or therein and supersedes any previous agreement between the  parties in relation to such transactions.  17.2Each  of the parties hereto confirms that, in agreeing to enter into this  Agreement, it or he has not relied on any representation, warranty or  undertaking except those contained in this Agreement.  17.3No  variation of any of the terms of this Agreement (or of any other documents  referred to herein) shall be effective unless it is in writing and signed by  or on behalf of each of the parties hereto or thereto. The expression  “variation” shall include any variation, supplement, deletion or replacement  however effected.
18. GOVERNING LAW AND JURISDICTION

ThisAgreement (together with all documents referred to herein) shall be governed byand construed and take effect in accordance with Bermuda law. Each of theparties hereto hereby submits to the jurisdiction of the High Court of Bermudaand agrees that in the event of any action being commenced the process by whichit is commenced may be served on it inaccordance with clause 15.
EXECUTED and DELIVERED as a DEED by theparties on the date first written above.

Executed as a Deed by ESG Re Limitedacting by/s/ Margaret L. Webster

Executed as a Deed by HMI Partners L.L.C.    acting by/s/ Madie Ivy

Executed as a Deed by Head Company ProfitSharing Plan acting by/s/ Madie Ivy

Executed as a Deed by Gerald Moller inthe presence of:/s/ Gerald Moller

Executed as a Deed by Roman Schenk in thepresence of:/s/ Roman Schenk

Executed as a Deed by Jorg Menten in thepresence of:/s/ Jorg Menten

Executed as a Deed by Dietrich Nord inthe presence of:/s/ Dietrich Nord

Executed as a Deed by VBB (Bermuda)Limited acting by/s/ John C Head III