SHAREHOLDERS AGREEMENT BETWEEN EACH OF THE SHAREHOLDERS IN PRIORITY TELECOM N.V. AND UNITED PAN-EUROPE COMMUNICATIONS N.V. AND PRIORITY TELECOM N.V. ALLEN & OVERY NEW YORK INDEX

EXHIBIT 10.32

CONFORMED COPY

SHAREHOLDERS AGREEMENT
BETWEEN
EACH OF THE SHAREHOLDERS IN
PRIORITY TELECOM N.V.
AND
UNITED PAN-EUROPE COMMUNICATIONS N.V.
AND
PRIORITY TELECOM N.V.

▇▇▇▇▇ & ▇▇▇▇▇
NEW YORK

INDEX

CLAUSE PAGE
------ --------

1. Article 1: Definitions...................................... 2
2. Article 2: Conditions....................................... 4
3. Article 3: Representations and Warranties................... 4
4. Article 4: Supervisory Board and Management Board........... 7
5. Article 5: Conduct of Business by the Company............... 8
6. Article 6: The IPO.......................................... 12
7. Article 7: Stock Purchase Option............................ 13
8. Article 8: Sale of the Company.............................. 16
9. Article 9: Transfer of Company Shares....................... 17
10. Article 10: Valuation of Acquisitions....................... 18
11. Article 11: Fees and expenses............................... 19
12. Article 12: Notices......................................... 19
13. Article 13: Power of Attorney............................... 20
14. Article 14: Amendments...................................... 20
15. Article 15: Saving clause................................... 20
16. Article 16: Assignment...................................... 21
17. Article 17: Annulment, Rescission and Dissolution........... 21
18. Article 18: Governing Law and Arbitration................... 21
19. Article 19: Counterparts.................................... 21
20. Article 20: Termination..................................... 21
21. Article 21: Succession...................................... 21
22. Article 22: Beneficiary..................................... 21

SHAREHOLDERS AGREEMENT

This Shareholders Agreement is made as of this day of ,
2000 by and between (1) the shareholder (the "SHAREHOLDER") of Priority Telecom
N.V. named on the signature page of this Agreement, (2) United Pan-Europe
Communications N.V. ("UPC"), and (3) Priority Telecom N.V. (the "COMPANY").

WHEREAS

(A) UPC, the Company, Priority Acquisition Subsidiary Inc. ("MERGER SUB") and
Cignal Global Communications, Inc ("CIGNAL") have entered into that certain
First Amended and Restated Agreement and Plan of Merger (the "MERGER
AGREEMENT") dated August 11, 2000. The Merger Agreement inter alia
contemplates that, subject to the conditions precedent as stated therein, on
the Effective Date, Merger Sub will merge with and into Cignal, and in
consideration therefore the Company will issue a certain number of new
shares in the Company (the "COMPANY SHARES") to the Shareholder, and to the
Escrow Agent (as defined below) for the contingent benefit of the
Shareholder, upon surrender by the Shareholder to the Company of title of
ownership and all certificates representing his entire shareholding in
Cignal (the "CIGNAL SHARES"). Such transaction will hereinafter be referred
to as the "SHARES EXCHANGE."

(B) On the assumption that and subject to the condition that the Shares Exchange
will take place on the Closing Date, the Shareholder and the Company
herewith agree that the following terms and conditions will apply to the
Shareholder in his/her capacity of holder of the Company Shares and to the
holding by him/her of the Company Shares.

IT IS AGREED AS FOLLOWS:

1. ARTICLE 1: DEFINITIONS

1.1 In this Agreement, capitalised terms not defined herein will unless the
context otherwise requires have the meanings ascribed thereto in the Merger
Agreement.

1.2 In this Agreement, the following terms will have the following meanings
unless the context otherwise requires:

"AGGREGATE COMPANY SHARES" means the aggregate number of Company Shares
issued by the Company to all former Cignal shareholders, and to the Escrow
Agent for the contingent benefit of all such Shareholders, pursuant to the
Shares Exchange. The term Aggregate Company Shares as used in this Agreement
shall further include all such shares in the Company (i) that are
hereinafter issued by the Company to such former Cignal shareholder
(including without limitation as a result of the exercise of any options or
warrants), and/or (ii) that are acquired by such shareholder from any other
shareholder.

"AGREEMENT" means this Agreement as the same may be amended between the
parties thereto from time to time, including all Appendices and Schedules
attached thereto. Such Appendices and Schedules form an integral part of
this Agreement.

"ARTICLES" means the Articles of Association ("STATUTEN") of the Company as
the same may be amended from time to time.

"CIGNAL SHARES" means the shares held by the Shareholder in Cignal that are
the subject of the Shares Exchange.

"COMPANY SHARES" means the shares which will be issued by the Company to the
Shareholder, and to the Escrow Agent for the contingent benefit of the
Shareholder, pursuant to the Shares Exchange. The term Company Shares as
used in this Agreement shall further include all such

shares in the Company (i) that are hereinafter issued by the Company to the
Shareholder (including without limitation as a result of the exercise of any
options or warrants), and/or (ii) that are acquired by the Shareholder from
any other Shareholder.

"ESCROW AGENT" means the Escrow Agent under the Escrow Agreement.

"ESCROW AGREEMENT" means the agreement among the Company, MeesPierson Trust
B.V., as Escrow Agent, and the Shareholder, dated the date hereof.

"GENERAL MEETING" means a general meeting of shareholders, being either an
extraordinary general meeting of shareholders or the annual general meeting
of shareholders, of the Company.

"GROUP" means at any time collectively a company and its ultimate parent
company and all the subsidiaries and group companies of the latter as
defined in Articles 2:24a and 2:24b of the Netherlands Civil Code.

"GROUP COMPANY" means a company or other legal entity which forms part of a
Group.

"IPO" means the listing of new shares in the Company and/or any existing
shares in the Company on the Stock Exchange and/or the New York Stock
Exchange, Nasdaq National Market System, London Stock Exchange or on any
other similar major stock exchange selected for that purpose by the Company
in consultation with UPC, which listing results in an active public trading
market for the class of shares so listed on such stock exchange.

"MANAGEMENT BOARD" means the board of managing directors ("BESTUUR") of the
Company

"MANAGING DIRECTORS" means the members of the Management Board from time to
time.

"MERGER AGREEMENT" means the agreement as described in Recital A to this
Agreement, as the same may be amended between the parties thereto from time
to time, together with all Appendices and Annexes which are attached
thereto.

"REGISTRATION RIGHTS AGREEMENTS" means each of (i) the registration rights
agreement dated as of February 8, 1999 among Cignal, ▇▇▇▇▇▇▇ Corporate
Finance and each Investor named therein, and (ii) the registration rights
agreement dated as of October 29, 1997 among Cignal, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Securities, Incorporated, ST Partners L.P. and each of the persons listed on
the signature pages thereto under the heading the "▇▇▇▇▇ Group" and each of
the other Investors named therein.

"SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

"SHAREHOLDER" and "SHAREHOLDERS" means a signatory or signatories to this
Agreement who hold shares in the Company, excluding UPC and the Company.

The "SHAREHOLDERS REPRESENTATIVE" means ▇▇▇▇▇ ▇▇▇▇▇▇ or his replacement
appointed as contemplated by Article 4.5.

"SHAREHOLDERS' VOTE" means a vote at a General Meeting in favour of a matter
put before the shareholders of the Company meeting all corporate law
requirements under the laws of the Netherlands, including quorum, notice and
percentage vote.

"SPONSOR" means the lead manager and/or arranger, appointed by the Company
(and/or by UPC) to lead manage and/or arrange the IPO. If there are more
than one lead manager and/or arranger, the term Sponsor as used in this
Agreement refers to the lead managers and/or arrangers jointly.

"STOCK EXCHANGE" means the Amsterdam Stock Exchange or any successor stock
exchange with or into which the Amsterdam Stock Exchange may hereafter be
merged.

"SUPERVISORY BOARD" means the supervisory board ("RAAD VAN COMMISSARISSEN")
of the Company.

"SUPERVISORY DIRECTORS" means the members of the Supervisory Board from time
to time.

"UPC SHARE PRICE" shall be the average per share price of the UPC Shares for
the five consecutive business days prior to the Option Trigger Date.

1.3 In this Agreement, unless otherwise specified:

(a) references to Articles, Paragraphs, Schedules and Appendices are to
articles and, paragraphs in, and schedules and appendices to this
Agreement;

(b) a reference to any statute or statutory provision shall be construed as
a reference to the same as it may have been, or may from time to time be,
amended, modified or re-enacted except to the extent that any amendment
or modification made after the date of this Agreement would increase or
alter the liability of the Parties under this Agreement;

(c) references to a "person" shall be construed so as to include any
individual, firm, company, government, state or agency of a state or any
joint venture, association or partnership (whether or not having separate
legal personality);

(d) references to writing shall include any modes of reproducing words in a
legible and non-transitory form;

(e) references to times of the day are to Amsterdam time;

(f) headings to Articles, Schedules and Appendices are for convenience only
and do not affect the interpretation of this Agreement;

(g) the Schedules and Appendices form part of this Agreement and shall have
the same force and effect as if expressly set out in the body of this
Agreement, and any reference to this Agreement shall include the
Schedules and Appendices; and

(h) references to words importing the singular will include the plural and
vice versa and references to words importing one gender will include both
genders.

2. ARTICLE 2: CONDITIONS

The rights and obligations of each of the parties hereto is subject to the
condition precedent ("OPSCHORTENDE VOORWAARDE") that the Shares Exchange takes
place.

3. ARTICLE 3: REPRESENTATIONS AND WARRANTIES

3.1 The Company makes the following representations and warranties to the
Shareholder in relation to itself as of the date hereof:

(a) It is duly incorporated and validly existing under the laws of the
Netherlands.

(b) It has the power to enter into this Agreement and to exercise its rights
and to fulfil its obligations hereunder. All necessary or appropriate
corporate, governmental or statutory approvals have been obtained and any
other action required to authorise the execution of this Agreement by it
and the fulfilment by it of its obligations hereunder has been duly
taken.

(d) The execution of this Agreement and the exercising of its rights and the
fulfilment of its obligations hereunder do not conflict with the laws of
the Netherlands, do not constitute a violation of any terms of its
articles of association (or other comparable constitutional documents)
and do not constitute and will not result in a breach of any agreement,
law, regulation, government policy, license, approval, judgment or order
of any court or any other instrument having legal effect to which it is a
party.

(e) No license, approval, consent, filing, registration or any other act or
deed is required to be obtained or made in the Netherlands by it in
connection with the execution of this Agreement and the exercise of its
rights and the fulfilment of its obligations under this Agreement.

3.2 UPC makes the following representations and warranties to the Shareholder in
relation to itself as of the date hereof:

(a) It is duly incorporated and validly existing under the laws of the
Netherlands.

3.3 The Shareholder hereby makes the following representations, warranties and
covenants to each of the Company and to UPC with regard to itself as of the
date hereof:

(a) The Shareholder has the power to enter into this Agreement and to
exercise his/her rights hereunder and to fulfil his/her obligations
hereunder.

(b) This Agreement constitutes the legal, valid and binding obligations of
the Shareholder, enforceable in accordance with its terms.

(c) The execution of this Agreement by the Shareholder and the exercise of
his/her rights hereunder and the fulfilment of his/her obligations
hereunder do not conflict with the laws of the Netherlands or of the
United States of America or of any State thereof and do not constitute
and will not result in a breach of any agreement, law, regulation,
government policy, license, approval, judgment or order of any court or
any other instrument having legal effect to which he/she is a party.

(d) If the Shareholder is a legal entity rather than an individual: the
execution of this Agreement by the Shareholder and the exercise of its
rights hereunder and the fulfilment of its obligations hereunder do not
conflict with its Articles of Incorporation or by-laws, and have been
duly authorised by all corporate and other action by or in respect of the
Shareholder.

(e) The Shareholder has full title of ownership to the Cignal Shares, the
Cignal Shares are free of any encumbrances, liens, pledges or other
security rights, and there are no third parties who have a right to
purchase the Cignal Shares or any other contractual rights in relation to
the Cignal Shares.

(f) The Shareholder understands that the Company Shares have not been
registered under the Securities Act. The Shareholder also understands
that the Company Shares are being offered and sold pursuant to an
exemption from registration contained in the Securities Act based in

part upon the Shareholder's representations contained in this Agreement.
The Shareholder hereby represents and warrants, for purposes of
compliance on the part of the Company with the Securities Act, that:

(1) he/she has experience in evaluating and investing in private
placement transactions of securities in companies similar to the
Company so that it is capable of evaluating the merits and risks of
its investment in the Company and has the capacity to protect its own
interests.

(2) he/she must bear the economic risk of this investment indefinitely
unless the Company Shares are registered pursuant to the Securities
Act, or an exemption from registration is available.

(3) he/she understands that there is no assurance that any exemption from
registration under the Securities Act will be available and that,
even if available, such exemption may not allow the Shareholder to
transfer all or any portion of the Company Shares under the
circumstances, in the amounts or at the times the Shareholder might
propose.

(4) he/she is acquiring the Company Shares for his/her own account for
investment only, and not with a view towards their distribution.

(5) by reason of his/her, or of its management's, business or financial
experience, he/she has the capacity to protect his/her own interests
in connection with the acquisition of the Company Shares.

(6) he/she is an accredited investor within the meaning of Regulation D
under the Securities Act, which definition is attached hereto as
Exhibit L.

(7) the Company Shares have not been registered with or approved by the
Securities and Exchange Commission (the "SEC") or any securities
regulatory authority of any state or other jurisdiction, nor has the
SEC or any such authority passed upon the adequacy or accuracy of the
Information Statement.

(8) he/she has read and received the Information Statement (as defined in
the Merger Agreement) and has had an opportunity to discuss the
Company's business, management and financial affairs with directors,
officers and management of the Company. The Shareholder understands
and acknowledges that neither audited historical financial
information with respect to all of the entities and businesses that
have been or will be acquired by the Company as described in the
Information Statement nor audited or unaudited pro forma financial
information for the Company that gives effect to the acquisition by
the Company of such entities and businesses are available and,
accordingly, it would be impracticable to include such information in
the Information Statement at this time. The Shareholder acknowledges
and agrees that, notwithstanding that the foregoing information is
not provided in the Information Statement, the Information Statement
contains such other information as the Shareholder deems necessary or
appropriate to review in order to make his/her investment decision.
The Shareholder has also had the opportunity to ask questions of and
receive answers from, the Company and its management regarding the
terms and conditions of the Merger and the Company.

(9) he/she acknowledges and agrees that the Company Shares must be held
indefinitely unless they are subsequently registered under the
Securities Act, an exemption from such registration is available, or
their resale is otherwise permitted under applicable securities laws.

(10) he/she has been advised of and is aware of the provisions of
Rule 144 promulgated under the Securities Act as in effect from time
to time, which permits limited resale of shares

purchased in a private placement subject to the satisfaction of
certain conditions, including, among other things: the availability
of certain current public information about the Company, the resale
occurring following the required holding period under Rule 144 and
the number of shares being sold during any three-month period not
exceeding specified limitations.

(11) he/she acknowledges that the Company Shares may be legended as
appropriate to comply with applicable securities laws.

(j) No license, approval, consent, filing, registration or any other act or
deed is required to be obtained or made in the United States of America
or in the Netherlands by the Shareholder in connection with the execution
of this Agreement and the exercise of his/her rights and the fulfilment
of his/her obligations under this Agreement.

(k) The Shareholder shall pay any transfer, stamp or similar tax imposed on
such Shareholder in connection with this Agreement, the Merger Agreement
and the transactions contemplated hereby and thereby, including the
Shares Exchange.

(l) The Shareholder has not relied on any oral statements or representations
from any person in connection with this Agreement.

(m) The Shareholder acknowledges that upon the Effective Date, such
Shareholder will cease to be an owner of Cignal Shares and will instead
become an owner of Company Shares and, accordingly, all rights,
obligations, entitlements and claims relating to such Shareholder's share
ownership will thereafter arise solely from ownership of Company Shares,
and such rights shall be as provided in or pursuant to the Company's
articles of association, this Agreement, the Merger Agreement, the
Shareholders Agreement, the Escrow Agreement and the laws of The
Netherlands. Upon the Effective Date, the Shareholder hereby waives any
and all rights, entitlements and obligations with respect to, and any and
all claims relating to, the Cignal Shares owned by such Shareholder,
whether contained in or pursuant to Cignal's articles of incorporation or
by-laws or in any written or oral agreement or understanding, other than
the right to receive Company Shares pursuant to the Merger Agreement. The
Shareholder agrees that any and all of the aforementioned rights,
entitlements, obligations or claims with respect to their ownership of
Cignal Shares will terminate on the Effective Date in all such cases,
except with respect to and to the extent of any claim that has been
asserted by the Shareholder in any legal proceedings against Cignal which
may exist at the date hereof, in which case such Shareholder agrees not
to initiate any new or additional proceedings, or otherwise attempt to
extend or expand the scope of the pending proceedings, with respect to
the alleged right or entitlement that is the subject of such claim.

4. ARTICLE 4: SUPERVISORY BOARD AND MANAGEMENT BOARD

4.1 The Supervisory Board will consist of 6 (six) Supervisory Directors, who
will be appointed by a shareholders' vote at the General Meeting. As
provided in the Articles, the Supervisory Directors will be appointed by a
shareholders' vote taken at a General Meeting from a binding nomination of
UPC as long as UPC holds the special rights share ("PRIORITEITSAANDEEL").
UPC hereby agrees to nominate and vote in favour of the candidate nominated
by the Shareholders Representative (the "SHAREHOLDERS REPRESENTATIVE
NOMINEE") as Supervisory Director. The other five Supervisory Directors
shall be nominated and appointed at the discretion of UPC and the General
Meeting. Without prejudice to article 4.2 hereof, UPC shall exercise its
nomination and voting rights in such a manner that the Shareholders
Representative Nominee shall remain a Supervisory Director until the later
of December 31, 2001 and the date 6 (six) months after the consummation of
the IPO (for purposes of this Agreement, the consummation of the IPO will be
deemed to occur on the date upon which public trading in shares in the
Company will commence on the relevant stock

exchange). Effective as of such date, the Shareholders will cooperate with
the removal of the Shareholders Representative Nominee as a Supervisory
Director. The foregoing is without prejudice to the right of a shareholders'
vote taken at a General Meeting to dismiss the Shareholders Representative
Nominee effective as of such date.

4.2 If in a shareholders' vote taken at a General Meeting the Shareholders
Representative Nominee is deemed to no longer function in the manner he
should reasonably be expected to function as a Supervisory Director of a
Dutch company such as the Company, the shareholders of the Company may
dismiss the Shareholders Representative Nominee as a Supervisory Director.
In such case, the Shareholders Representative may designate another
Shareholders Representative Nominee as a replacement Supervisory Director.
Such replacement will be effected as soon as practicable after such
designation is made. The provisions of this article 4 will MUTATIS MUTANDIS
also apply with respect to any such replacement Supervisory Director.

4.3 The Management Board will consist of such number of Managing Directors as
the shareholders of the Company may from time to time determine. As provided
in the Articles, the Managing Directors will be appointed by a shareholders'
vote taken at a General Meeting from a binding nomination of UPC as long as
UPC holds the special rights share ("PRIORITEITSAANDEEL"). UPC hereby agrees
to nominate and vote in favour of the election of the Shareholders
Representative as Managing Director. Without prejudice to article 4.4
hereof, UPC shall exercise its nomination and voting rights in such a manner
that the Shareholders Representative shall remain a Managing Director until
the later of December 31, 2001 and the date 6 (six) months after the
consummation of the IPO. Effective as of such date, the shareholders will
cooperate in the removal of the Shareholders Representative as a Managing
Director. The foregoing is without prejudice to the right of a shareholders'
vote taken at a General Meeting to dismiss the Shareholders Representative
effective as of such date.

4.4 If in a shareholders' vote taken at a General Meeting the Shareholders
Representative is deemed to no longer function in the manner he should
reasonably be expected to function as a Managing Director of a Dutch company
such as the Company, the shareholders of the Company may dismiss the
Shareholders Representative as a Managing Director. In such case, UPC agrees
to nominate and vote in favour of the election of such other candidate as
the Shareholders may designate for that purpose. Such replacement will be
effected as soon as practicable after such designation is made. If such
replacement is made, such replacement Managing Director will not affect
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇'▇ or such other person's status as the Shareholders
Representative. The provisions of this article 4 will MUTATIS MUTANDIS also
apply with respect to any such replacement Managing Director.

4.5 The initial Shareholders Representative is ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The
Shareholders may appoint a replacement Shareholders Representative at any
time by a majority vote.

5. ARTICLE 5: CONDUCT OF BUSINESS BY THE COMPANY

5.1 Until the earlier of the IPO or the Option Expiration Date (as defined in
Section 7.1), the Company and UPC agree to the following:

The Company's activities will include, but not be limited to, providing
telecommunications services (listed in Exhibit A hereto) to business
customers in Europe (defined in Exhibit B hereto), both inside and outside
the UPC Affiliate Area. Expansion by the Company outside of Europe,
excluding the activities included in the Cignal's current business plan as
presented to the Board of Directors of Cignal, will be at the discretion of
the Company but will require UPC consent, for which a consideration may be
agreed upon at the time of such expansion; provided, however, that the
Company shall not in any event be required to conduct any activity if
(A) such activity would result in a breach or violation of any agreement or
contract among UPC, UGC or the Company,

respectively, and any third parties, (B) such activity would result in a
breach of any law, regulation, government policy, license, governmental or
regulatory approval, judgement or order of any court, or (C) such activity
would constitute a taxable transaction, for which no tax ruling or
exemption, satisfactory to UPC, is available; provided further, however,
that UPC and the Company shall use their reasonable efforts to resolve any
impediment created under (A), (B) or (C), so long as such efforts do not
require the expenditure of cash to third parties, are in accordance with
prudent business practices and are not impracticable.

5.2 Until the earlier of the IPO of the Company or the Option Expiration Date,
the Company and UPC agree to the following:

(i) to set up local Company entities identified in Exhibit C and to
contribute the existing relevant business customers and associated revenues;
and (ii) to the extent legally possible, to grant for value to the Company
from its current operations exclusive rights of use on commercial
arms-length terms, on an un-encumbered basis (to the explicit exclusion of
Mundi Telecom), required to support the Company's subscriber base at the
Closing Date; provided, however, that UPC shall not in any event be required
to take any of the actions in (i) or (ii) above if (A) such action would
result in a breach or violation of any indenture or financing arrangement,
among UPC, UGC or the Company, respectively, and any third parties,
(B) such activity would result in a breach or violation of any agreement or
contract among UPC, UGC or the Company, respectively, and any third parties,
(C) such action would require consent or approval from any municipality,
workers council, trade union or shareholder, and such consent or approval is
withheld, (D) such activity would result in a breach of any law, regulation,
government policy, license, governmental or regulatory approval, judgement
or order of any court, or (E) such activity would constitute a taxable
transaction, for which no tax ruling or exemption, satisfactory to UPC, is
available; provided further, however, that UPC and the Company shall use
their reasonable efforts to resolve any impediment created under (A),
(B) or (C), so long as such efforts do not require the expenditure of cash
to third parties, are in accordance with prudent business practices and are
not impracticable.

5.3 Until the earlier of the IPO of the Company or such time when UPC and the
Company have entered into a separate agreement with regard to their
affiliate relationship, such agreement to be on terms no less favorable than
those provided below, UPC and the Company agree to the following:

The Company will have the exclusive right (subject to any restriction
imposed by applicable laws, including without limitation any law regulating
competition) to the use of the existing UPC fiber footprint for a term of
seven years for the purpose of the Company's activities. The Company will be
UPC's primary vehicle to provide national and international, retail and
wholesale, CLEC products and services to business customers throughout
Europe for a period of not less than seven years. The Company will have the
sales and marketing functions to serve business customers, with the
exception of the legacy chello broadband N.V. ("CHELLO") customers.
Notwithstanding the foregoing, UPC shall not in any event be required to
take any of the actions in this clause 5.3 if such action would result in a
breach of any law, regulation, government policy, license, governmental or
regulatory approval, judgement or order of any court; provided further,
however, that UPC and the Company shall use their reasonable efforts to
resolve any impediment created under (A), (B) or (C), so long as such
efforts do not require the expenditure of cash to third parties, are in
accordance with prudent business practices and are not impracticable.

5.4 Until the earlier of the IPO of the Company or such time when UPC and the
Company have entered into a separate agreement with regard to their
affiliate relationship, such agreement to be

on terms no less favorable than those provided below, UPC and the Company
agree to the following:

For any acquisitions completed by UPC which extend its existing fiber
footprint and in which it has at least a majority ownership interest, UPC
will, to the extent legally possible or allowed for pursuant to the
transaction documents underlying any such acquisition, grant for value to
the Company the rights of use of relevant assets and infrastructure (in the
form of either IRU contracts, leasing agreements, distribution contracts
and/or other legal contracts and arrangements) on a preferred basis (as
described in Exhibit D) without any obligation on the part of the Company to
contribute to the associated UPC acquisition costs; provided, however, that
UPC shall not in any event be required to make any of the above grants if
(A) such grant would result in a breach or violation of any agreement or
contract among UPC, UGC or the Company, respectively, and any third parties,
(B) such grant would result in a breach of any law, regulation, government
policy, license, governmental or regulatory approval, judgement or order of
any court, or (C) such grant would constitute a taxable transaction, for
which no tax ruling or exemption, satisfactory to UPC, is available;
provided further, however, that UPC and the Company shall use their
reasonable efforts to resolve any impediment created under (A), (B) or (C),
so long as such efforts do not require the expenditure of cash to third
parties, are in accordance with prudent business practices and are not
impracticable.

5.5 Until the earlier of the IPO of the Company or such time when UPC and the
Company have entered into a separate agreement with regard to their
affiliate relationship, such agreement to be on terms no less favorable than
those provided below, UPC and the Company agree to the following:

For any acquisitions completed by UPC in which all or a material portion of
the acquired operations directly relate to the Company's activities and will
result in a majority ownership by UPC of that acquired business, UPC will,
to the extent legally possible or allowed for pursuant to the transaction
documents underlying any such acquisition, offer to transfer, for value, the
relevant operations or a material portion thereof; provided, however, that
UPC shall not in any event be required to make any of the above transfers if
(A) such transfer would result in a breach or violation of any agreement or
contract among UPC, UGC or the Company, respectively, and any third parties,
(B) such transfer would result in a breach of any law, regulation,
government policy, license, governmental or regulatory approval, judgement
or order of any court, or (C) such transfer would constitute a taxable
transaction, for which no tax ruling or exemption, satisfactory to UPC, is
available; provided further, however, that UPC and the Company shall use
their reasonable efforts to resolve any impediment created under (A),
(B) or (C), so long as such efforts do not require the expenditure of cash
to third parties, are in accordance with prudent business practices and are
not impracticable.

5.6 Until the earlier of the IPO of the Company and the Option Expiration Date,
UPC will use reasonable efforts to integrate any acquired business customer
which falls within the Company's activities; provided, however, that UPC
shall not in any event be required to take any of the above actions if
(A) such actions would result in a breach or violation of any agreement or
contract among UPC, UGC or the Company, respectively, and any third parties,
(B) such actions would result in a breach of any law, regulation, government
policy, license, governmental or regulatory approval, judgement or order of
any court, or (C) such actions would constitute a taxable transaction, for
which no tax ruling or exemption, satisfactory to UPC, is available;
provided further, however, that UPC and the Company shall use their
reasonable efforts to resolve any impediment created under (A), (B) or (C),
so long as such efforts do not require the expenditure of cash to third
parties, are in accordance with prudent business practices and are not
impracticable.

5.7 Until the earlier of the IPO of the Company or the Option Expiration Date,
UPC and the Company agree that irrespective of the price paid by UPC in the
acquisitions described in Article 5.5 above, valuation of such acquisitions
will need to be agreed upon by UPC, the Company and the Shareholders
Representative, or otherwise through the independent appraisal process
described in Article 10.1 of this Agreement.

5.8 Until the earlier of the IPO of the Company and the Option Expiration Date,
the Company and UPC agree to the following:

For any acquisition consummated by the Company directly, any such
acquisition may be funded through the incurrence of debt or the issue of
stock. The Company will fund its operations in the first instance with debt
(including vendor financing) to the extent reasonably practicable; provided,
however, that the Company will not be obligated to incur any indebtedness if
such incurrence would, in the opinion of the Management Board of the
Company, unduly prejudice its operating and financial flexibility. The
availability and cost of such debt, as well as the Company's debt capacity,
will be determined by the Management Board of the Company in consultation
with internationally recognised banks and/or investment banks based on the
Company's business plan and the Company's then current financial position;
provided, however, that the Company shall not in any event be required to
incur such debt if such incurrence would result in a breach or violation of
any agreement or contract among UPC, UGC or the Company, respectively, and
any third parties. If the Company requires additional funding beyond its
determined debt capacity, then such funding shall come from UPC or other
parties in the form of equity at the time such funding is provided.

5.9 Until the earlier of the IPO of the Company and the Option Expiration Date,
the Company and UPC agree that any shareholder loans, including accrued
interest, provided by UPC and/or its affiliates to the Company after the
date hereof will be repaid by the Company either (a) from available cash or
(b) from proceeds of the Company IPO (if consummated), subject to
acceptability of such use of proceeds by the IPO underwriters; provided,
however, that the Company shall not in any event be required to take any of
the above actions if such actions would result in a breach or violation of
any agreement or contract among UPC, UGC or the Company, respectively, and
any third parties.

5.10 Until the earlier of the IPO of the Company and the Option Expiration Date,
the Company and UPC agree to that if for any reason such shareholder loans
may not be repaid at the time of the IPO, they will immediately convert to
equity in the Company at a price equal to the high end of the initial filing
range utilised to market the IPO (the "IPO Filing Price"); provided,
however, that UPC and the Company shall not in any event be required to take
any of the above actions if such actions would result in a breach or
violation of any agreement or contract among UPC, UGC or the Company,
respectively, and any third parties.

5.11 The Shareholder agrees that any lawsuit against UPC, the Company or any
affiliates of UPC or the Company under this Article 5 can only be brought if
it is supported in writing by Shareholders owning directly or indirectly the
majority of the aggregate equity interest in the Company owned by all
Shareholders.

5.12 Notwithstanding the foregoing, the Company shall retain the right to
dispose of any assets or operations, without compensation to the Company
therefor, at any time, that are unrelated to the Company's activities,
including, but not limited to, the disposition of the businesses of Cesky
Mobil AS and Priority Wireless Communication Gmbh.

5.13 Notwithstanding the foregoing, UPC retains the right to allow third parties
to participate in the Company's or its subsidiaries' activities, as
shareholders or otherwise, to the extent that UPC is required, as of the
date hereof, to do so pursuant to any agreement or contract among UPC or

any affiliate of UPC, or UGC or any affiliate of UGC, respectively, and any
such third parties. In addition, until the earlier of the IPO of the Company
and the Option Expiration Date, with the consent of the Shareholders
Representative, UPC may allow third parties to participate in the Company's
or its subsidiaries' activities, as shareholders or otherwise.

5.14 For the purpose of this Article 5:

(i) "assets" means physical assets, IRU contracts, leasing agreements,
distribution contracts and/or other legal contracts and arrangements.

(ii) "business subscribers" means for profit and non-profit entities with
more than five employees.

(iii) "CLEC" means competitive local exchange carrier.

(iv) "fiber footprint" means UPC's national and metropolitan fiber networks,
excluding HFC networks.

(v) "IRU" means indefeasible rights of use.

(vi) "legacy chello" means customers of chello broadband N.V. as of the
Closing Date in the Merger Agreement.

(vii) "Mundi Telecom" means a voice and data reseller operating in the
Spanish market since 1997.

(viii) "UPC Affiliate Area" means the current and future fiber footprint.

6. ARTICLE 6: THE IPO

6.1 It is the intention of UPC and the Company that the IPO is consummated on or
prior to October 1, 2001, and that UPC and the Company will use their
reasonable endeavours to effect the IPO. The Shareholders shall have no
remedy or claim against UPC or the Company (or against any of UPC's or the
Company's supervisory directors, managing directors, officers, employees or
agents) of any kind whatsoever if such IPO is not effected on or prior to
October 1, 2001 other than the exercise of their UPC Stock Purchase Option
as set out in Article 7 below (and except for remedies which may be
available to the Shareholders in the case of a willful breach of contract
under this Agreement or in case of gross negligence or willful misconduct).
The Shareholder hereby irrevocably and unconditionally waives any such right
or claim against UPC or the Company (or UPC's or the Company's supervisory
directors, managing directors, officers, employees or agents) for UPC's or
the Company's failure to consummate the IPO, except as set forth above.

6.2 If and when an IPO is effected and it is determined by UPC and the Company
together with the Sponsor that existing shares in the Company will be
offered for sale as part of such IPO:

(a) the Shareholder shall have the right to offer, on the same terms as
those agreed pursuant to a shareholders' vote at a General Meeting, all
the Company Shares or, in case the IPO only concerns a portion of the
then existing ordinary shares in the Company, excluding the Escrow Shares
(as defined in the Escrow Agreement), the Shareholder shall be entitled
to include in the IPO such portion of the Company Shares pro rata with
the portion of existing ordinary shares in the Company which is offered
for sale through the IPO, subject always to the provisions of
Article 6.3; and

(b) the Shareholder shall do all things required or appropriate to effect
the IPO in accordance with the relevant resolutions made at the General
Meeting and in accordance with the rules of the Stock Exchange and/or
other stock exchange at which the ordinary shares in the Company will be
listed.

6.3 If in the judgement of the Sponsor, in consultation with the management
board of the Company, the total number of shares of the Company proposed to
be offered in the IPO exceeds that which could be sold in then current
market conditions without an adverse effect on the pricing of such shares,
then the Sponsor shall limit the total number of existing shares to be
included in the IPO. All reductions of existing shares to be offered in the
IPO shall be made on a pro rata basis among all selling shareholders.

6.4 If the IPO is effected, the Shareholder shall not sell any Company Shares
which remain owned by him/her for the longer of (i) six months after the
consummation of the IPO, without the consent of the Company which shall not
be unreasonably withheld or (ii) for such period as may be required by the
relevant stock exchange.

6.5 The net proceeds of the IPO for shares sold by the Company may be used by
the Company to (a) fund the Business Plan (as the same may hereafter be
amended from time to time) and/or (b) repay shareholder loans then
outstanding (provided that such use of proceeds is acceptable to the Sponsor
of such use of proceeds) or (c) to the extent such proceeds are not used in
accordance with (a) or (b) and to the extent required by indentures entered
into by UPC or affiliates of UPC, grant inter-company loans to UPC or such
affiliate.

6.6 In the event of an IPO of the same class of securities as the Company
Shares, the Company will list such securities on the relevant stock
exchange. In the event the Company decides to list only a separate class of
ordinary shares in the Company other than the Company Shares, the
Shareholder shall have the right to convert his Company Shares into the
listed class of ordinary shares at any time, so that he or she may trade the
shares at the relevant stock exchange.

7. ARTICLE 7: STOCK PURCHASE OPTION

7.1 UPC hereby grants and issues to the Shareholder and the Escrow Agent (to the
extent it holds Company Shares for the contingent benefit of the
Shareholder) an option (the "UPC STOCK PURCHASE OPTION") to purchase UPC
ordinary shares ("UPC SHARES") upon the terms and conditions set forth in
this Article 7. The Shareholder shall receive his or her pro rata share of
the total number of UPC shares to be delivered to all Shareholders pursuant
to Article 7.2. If the IPO is not consummated on or prior to October 1,
2001, (the "OPTION TRIGGER DATE"), the Shareholders Representative shall be
entitled to exercise and exchange, the UPC Stock Purchase Option in whole,
but not in part, on behalf of all the Shareholders and the Escrow Agent, for
such number of UPC Shares as is determined pursuant to Article 7.2, by
delivering to UPC an exercise notice (the "EXERCISE NOTICE"), substantially
in the form of Exhibit E hereto, together with all Aggregate Company Shares
and all of the options, unit options and warrants relating to the Aggregate
Company Shares then owned by such Shareholders or any owner who would be
obligated to become a Shareholder upon exercise of their warrant, unit
option or options (which shares and rights shall constitute the exchange
exercise price). The Exercise Notice must be received by UPC on October 30,
2001 (the "OPTION EXPIRATION DATE") at 17:00 hrs EST. UPC may elect to treat
its acquisition of Aggregate Company Shares and options, unit options and
warrants relating to Aggregate Company Shares pursuant to this Article 7 as
arising from a contribution to UPC's equity in exchange for UPC shares, or
UPC's purchase of Aggregate Company Shares, as the case may be.
Notwithstanding anything to the contrary in this Article 7, UPC shall have
the option to permit the UPC Stock Purchase Option to be exercised in part,
subject to applicable law, with such partial exercise being entirely in the
discretion of UPC after consultation with the Shareholders Representative
with respect to which Shareholders and what portion of Aggregate Company
Shares will be exercised.

7.2 The total number of UPC Shares to be delivered by UPC to all Shareholders
pursuant to Article 7.1 shall be determined by (x) dividing the Company
Share Value (as defined below) by the

UPC Share Price and (y) multiplying such result by the number of Aggregate
Company Shares on a fully converted basis assuming conversion of the
options, warrants and unit options relating to the Aggregate Company Shares.
"COMPANY SHARE VALUE" shall be an amount equal to:

(a) the higher of (i) the fair market value of the Aggregate Company Shares
on a fully converted basis assuming conversion of the options, warrants
and unit options, relating to the Aggregate Company Shares owned or held
by the Shareholders, the Escrow Agent, option holders, warrant holders or
unit option holders, as the case may be, as at the Option Expiration Date
determined in accordance with the provisions of Article 7.3, and
(ii) US$200,000,000 plus the aggregate strike prices that would be
payable on all of the options, unit options and warrants relating to
Aggregate Company Shares and participating in the exercise of the UPC
Stock Purchase Option,

(b) divided by the total number of Aggregate Company Shares on a fully
converted basis assuming conversion of the options, warrants and unit
options relating to the Aggregate Company Shares.

Notwithstanding the foregoing, however, the number of UPC Shares to be
delivered by UPC pursuant to Article 7.1 to holders of options, warrants and
unit options shall be reduced by any strike price that would have been paid
by such holder upon exercise of its options, warrants or unit options, as
applicable for Aggregate Company Shares.

The UPC Shares to be delivered to the Shareholders pursuant to Section 7.1
shall, to the extent other UPC Shares are listed on the primary stock
exchange, be listed on such primary stock exchange, and shall have no
greater restrictions on transfer than any other UPC Shares so listed.

7.3 Notwithstanding anything to the contrary in this Article 7, if the
Shareholders Representative exercises the UPC Stock Purchase Option, UPC
shall have (a) the option to redeem the UPC Stock Purchase Option for such
amount of cash equal to the Company Share Value times the number of
Aggregate Company Shares, and (b) the option, which UPC may assign to any
subsidiary or affiliate of UPC or to any third party (provided that,
notwithstanding any such assignments, UPC shall remain obligated under this
Article 7) (the "COMPANY STOCK PURCHASE OPTION"), to purchase all or any
portion of the Aggregate Company Shares and all or any portion of the
options, unit options and warrants relating to Aggregate Company Shares for
such amount of (i) cash, or (ii) if agreed by the Shareholders
Representative acting on behalf of the Shareholders participating in the UPC
Stock Purchase Option, marketable securities, equal to the Company Share
Value times the number of Aggregate Company Shares. UPC's right to redeem
any UPC Stock Purchase Option under this Article 7.3 will be exercisable by
UPC by the delivery of a redemption notice substantially in the form of
Exhibit F hereto to the Shareholders Representative on behalf of the
Shareholders concerned. In connection with the completion of any such
redemption or partial exercise, the UPC Stock Purchase Option shall be
redeemed and all Aggregate Company Shares and all of the options, unit
options and warrants relating to Aggregate Company Shares owned by the
Shareholders concerned will be surrendered. UPC and the Shareholders
concerned will implement the provisions of the redemption notice delivered
pursuant to this Article 7.3 in accordance with its terms.

7.4 The fair market value of the Aggregate Company Shares owned by the
Shareholders will be determined in accordance with the following provisions:

(a) UPC and the Shareholders Representative shall first as soon as
practicable after the Option Expiration Date consult with each other to
arrive at a fair market value of the Aggregate Company Shares held by the
Shareholders.

(b) If UPC and the Shareholders Representative shall not agree on the fair
market value on or prior to the date 30 days after the Option Expiration
Date, then each of UPC and the

Shareholders Representative shall appoint an independent appraiser to
perform the valuation. Such appointment shall be made on or prior to the
date 30 days after the Option Expiration Date. If either party fails to
timely appoint such independent appraiser, the other party may make such
appointment on behalf of the failing party. The independent appraisers
will be instructed to provide their appraisals on or prior to the date
60 days after the Option Expiration Date.

(c) If the valuations made in these two appraisals are within 10% of each
other, the fair market value shall be deemed to be the average of the two
valuations. If the valuations are more than 10% apart, a third
independent appraiser will be appointed by mutual agreement between UPC
and the Shareholders Representative. If no such mutual agreement is
reached prior to the date 65 days after the Option Expiration Date, the
third independent appraiser shall be appointed by the two independent
appraisers acting jointly.

(d) The third independent appraiser shall be instructed to provide its
appraisal on or prior to the date 90 days after the Option Expiration
Date. The third independent appraiser shall be given the earlier two
valuations and any underlying data used or developed by the two
independent appraisers which the third independent appraiser may
reasonably require. The fair market value shall be deemed to be the
average of the third valuation and the closest of the earlier two
valuations.

(e) The fair market value arrived at pursuant to this Article 7 shall be
final and binding on all parties.

(f) Only internationally recognised investment banks may be appointed as
independent appraisers.

(g) The Company and UPC will, subject to the condition that appropriate
confidentiality agreements have been concluded between the Company, UPC
and such independent appraiser, provide to each independent appraiser
such information in relation to the Company and its business as such
independent appraiser may reasonably require to complete its appraisal.
Information provided by any party to the independent appraisers shall be
provided in such manner as will reasonably ensure that each of the
independent appraisers makes its valuation on the basis of the same
information.

(h) The fact that the Aggregate Company Shares owned by the Shareholders
represent a minority interest in the Company shall not affect the
valuation given to such shares under this Article 7.

7.5 On the date not later than 3 days after the date upon which the Company
Share Value has been finally determined in accordance with the provisions of
Article 7.3 (the "VALUE DETERMINATION DATE"), the Company will notify the
Shareholders in writing of the Company Share Value so determined.

7.6 The date upon which the Shareholder shall exchange the Company Shares owned
by the Shareholder (the "STOCK OPTIONS COMPLETION DATE") for the UPC Shares
will be a date, determined by UPC, being a date not less than 30 days and
not more than 60 days after the Value Determination Date.

7.7 UPC will notify the Shareholders Representative and, if applicable, the
Escrow Agent of the Stock Options Completion Date. On the Stock Options
Completion Date, the Shareholders and the Escrow Agent shall exchange the
UPC Stock Purchase Option and transfer all of the Aggregate Company Shares
owned by them and all of the options, unit options and warrants relating to
Aggregate Company Shares owned by them or any other warrant holder or option
holder participating in the UPC Stock Purchase Option to UPC or its designee
for such number of UPC Shares, as determined in accordance with Article 7.2
or such amount of cash or marketable

securities as determined in accordance with Article 7.3, as the case may be.
In case the Company Stock Purchase Option is settled in whole or in part in
cash, such amount of cash will be paid into a separate bank account (and/or,
in case the UPC Stock Purchase Option or the Company Stock Purchase Option
is settled in whole or in part in securities, a separate securities account)
designated for that purpose by the Shareholders Representative.

7.8 If not all Shareholders and the Escrow Agent appropriately deliver their
Aggregate Company Shares pursuant to the UPC Stock Purchase Option following
exercise thereof in accordance with Section 7.1, then UPC may (but will not
be obliged to) redeem any such undelivered Aggregate Company Shares and the
related Aggregate Company Shares, options, unit options or warrants, on the
Stock Options Completion Date (or any date not more than 30 days thereafter
to be determined by UPC in its discretion), for the consideration paid to
the other Shareholders under Sections 7.2 and 7.3. UPC's right to redeem any
UPC Stock Purchase Option under this Article 7.8 will be exercisable by UPC
by the delivery of a redemption notice substantially in the form of
Exhibit G hereto to the Shareholders Representative on behalf of the
Shareholders and the Escrow Agent concerned. In connection with the
completion of any such redemption, the UPC Stock Purchase Option shall be
redeemed and all the shares in the Company and all of the options and
warrant rights relating to shares in the Company owned by the Shareholders
and the Escrow Agent concerned will be surrendered. UPC and the Shareholders
and the Escrow Agent concerned will implement the provisions of the
redemption notice delivered pursuant to this Article 7.8 in accordance with
its terms.

7.9 The Shareholder, the Escrow Agent, UPC and/or the Company shall perform all
such acts as may be reasonably requested in order to give effect to the
provisions of this Article 7.

8. ARTICLE 8: SALE OF THE COMPANY

8.1 If UPC sells and transfers any shares in the Company to any third party on
or prior to October 1, 2001, the Shareholder shall have the right to
simultaneously sell and transfer to such third party the same percentage of
his Company Shares for a consideration which is equal to the per share
consideration which UPC will receive for its shares in the Company and the
same percentage of his option rights and warrants relating to shares in the
Company for the same per option right or per warrant consideration minus the
applicable strike price, and on the same terms and conditions and with the
same representations and warranties and covenants (MUTATIS MUTANDIS) which
UPC will in its discretion agree upon with such third party. If UPC intends
to so sell and transfer its shares as contemplated in this Article 8.1, it
shall issue a sale notice (the "NOTICE OF SALE") substantially in the form
of Exhibit H hereto to the Shareholders. If the Shareholder wishes to
exercise its rights under this Article 8.1, it shall within 15 days of the
date of its receipt of a Notice of Sale issue an exercise notice (a "SALE
EXERCISE NOTICE") substantially in the form of Exhibit I hereto. Any Sale
Exercise Notice shall be irrevocable. If a Sale Exercise Notice is not
timely issued, it shall be deemed for all purposes not to have been issued.

8.2 If UPC sells and transfers at least 50% of its shares in the Company to any
third party who is not affiliated with UPC on or prior to October 1, 2001,
UPC may require all of the Shareholders and the Escrow Agent who have not
issued a Sale Exercise Notice, to simultaneously sell and transfer to UPC
(or, at the option of UPC, to such third party) the same percentage of their
Company Shares for a per share consideration which is equal to the greater
of (i) the Company Share Value or (ii) the per share consideration received
by UPC in such transaction, and the same percentage of their option rights
and warrants relating to shares in the Company for a per option right or per
warrant consideration which is equal to the Company Share Value or
transaction value, as the case may be, minus the applicable strike price. In
such case, the valuation provisions of Article 7 shall apply MUTATIS
MUTANDIS, and UPC and the Company will ensure that such consideration is
determined prior to the date upon which the Company Shares, option rights
and warrants are

transferred to UPC (or such third party). The date of the receipt of the
Notice of Sale for the purpose of applying MUTATIS MUTANDIS the valuation
provisions of Article 7.5 shall be deemed to be the Option Trigger Date.

8.3 After October 1, 2001, if an IPO has not occurred and the Shareholders
Representative has not exercised the UPC Stock Purchase Option pursuant to
the provisions of Article 7 or if any Shareholder or the Escrow Agent has
retained (all or some of) the Company Shares, if UPC sells and transfers its
shares in the Company to any third party who is not affiliated with UPC, UPC
may require the Shareholder and the Escrow Agent to simultaneously sell and
transfer to UPC (or, at the option of UPC, to such third party) all of their
shares in the Company for a per share consideration which is equal to the
per share consideration which UPC will receive for its shares in the
Company, and all option rights and warrants relating to shares in the
Company for the same per option right or per warrant consideration minus the
applicable strike price, and on the same terms and conditions and with the
same representations and warranties and covenants (MUTATIS MUTANDIS) which
UPC will in its discretion agree upon with such third party.

8.4 The Shareholder, the Escrow Agent, UPC and/or the Company shall perform all
such acts as may be reasonably requested in order to give effect to the
provisions of this Article 8.

9. ARTICLE 9: TRANSFER OF COMPANY SHARES

9.1 A transfer of any Company Shares by the Shareholder or the Escrow Agent
shall be made only in accordance with the relevant provisions of the
Articles and applicable law. A Shareholder or the Escrow Agent wishing to
transfer any of the Company Shares needs to fill out and sign the share
certificate and send the share certificate to the Company. The Company will
then instruct a Dutch civil law notary to effect the transfer by a Dutch
notarial deed. Upon completion of the transfer the Company will provide the
relevant Shareholders or the Escrow Agent with new share certificates.

9.2 The Company Shares shall be characterised as "RESTRICTED SECURITIES" for
purposes of Rule 144 under the Securities Act. As set out in Article 3.2
(g), the Company Shares are being issued to the Shareholder and the Escrow
Agent in reliance on an exemption from registration under the Securities
Act. All certificates representing the Company Shares shall have endorsed
thereon a legend in substantially the following form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT IS AVAILABLE. THE COMPANY OF THESE SECURITIES
REQUIRES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT
TO THESE SECURITIES UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH THE
ACT. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO TRANSFER RESTRICTIONS AS SET OUT IN THE SHAREHOLDERS AGREEMENT DATED
[ ], 2000.

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDER
AGREEMENT DATED AS OF [ ], 2000 AND THE TRANSFER AND VOTING THEREOF
ARE SUBJECT TO THE TERMS OF SUCH AGREEMENT.

COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE
OFFICES OF THE COMPANY."

9.3 Any transfer of ordinary Shares by any Shareholder or the Escrow Agent to a
third party in accordance with the provisions of this Article and
article 10 of the Articles, shall be subject to the condition that the third
party transferee, as of the date of transfer, becomes a party to this
Agreement and is legally bound by the terms thereof, by entering into a deed
of accession in the form attached hereto as Exhibit J. No Party shall effect
any such transfer unless the condition described above is fulfilled. The
term "third party" means any third party (including, without limitation, any
other Shareholder).

9.4 In the event that any of the options or warrants held by the Shareholders
are not exercised for any reason, the Company Shares reserved for issuance
to such Shareholders shall be released to the Shareholders Representative
who shall be obligated to distribute such Company Shares to the Shareholders
based on their proportionate ownership as of the Effective Time as set forth
on Exhibit K.

10. ARTICLE 10: VALUATION OF ACQUISITIONS

10.1 For the purposes of Article 5.8, valuation of future acquisitions will be
determined in accordance with the following provisions:

(a) UPC, the Company and the Shareholders Representative shall first consult
with each other to arrive at a fair market value of the acquisition.

(b) If UPC and the Shareholders Representative shall not agree on the
valuation, then each of UPC and the Shareholders Representative shall
appoint an independent appraiser to perform the valuation. If either
party fails to timely appoint such independent appraiser, the other party
may make such appointment on behalf of the failing party.

(c) If the valuations made in these two appraisals are within 10% of each
other, the valuation shall be deemed to be the average of the two
valuations. If the valuations are more than 10% apart, a third
independent appraiser will be appointed by mutual agreement between UPC
and the Shareholders Representative. If no such mutual agreement is
reached, the third independent appraiser shall be appointed by the two
independent appraisers acting jointly.

(d) The third independent appraiser shall be given the earlier two
valuations and any underlying data used or developed by the two
independent appraisers which the third independent appraiser may
reasonably require. If the third valuation is not more than 10% higher or
lower than either of the earlier two appraisals, the fair market value
shall be deemed to be the average of the third valuation and the closest
of the earlier two valuations. If the third valuation is more than 10%
higher or lower than either of the earlier two appraisals, the fair
market value shall be deemed to be equal to the amount of the third
valuation.

(e) The valuation arrived at pursuant to this Article 10 shall be final and
binding on all parties.

(f) Only internationally recognised investment banks may be appointed as
independent appraisers.

(g) The Company and UPC will, subject to the condition that appropriate
confidentiality agreements have been concluded between the Company, UPC
and such independent appraiser, provide to each independent appraiser
such information in relation to the Company and its business as such
independent appraiser may reasonably require. Information provided by any
party to the independent appraisers shall be provided in such manner as
will reasonably ensure that each of the independent appraisers makes its
valuation on the basis of the same information.

(h) The independent appraisers shall be instructed to consider the assets to
be transferred by UPC in the context of the value that they provide to
the Company relative to its then existing scope of operations and its
then current business plan.

11. ARTICLE 11: FEES AND EXPENSES

The Shareholder shall pay his/her own costs and expenses, including fees of
legal, tax and other advisers, (other than the fees and expenses of Cignal
counsel) in relation to the preparation, execution and implementation of this
Agreement.

12. ARTICLE 12: NOTICES

12.1 Any notice or other communications required or permitted under this
Agreement, shall be given in writing and personally delivered or sent by
airmail, postage prepaid, or by international air courier, or by telefax
addressed as follows or to such other address as the party concerned shall
have given notice of pursuant to this Article 12:

If to UPC, to:

United Pan-Europe Communications ▇.▇.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

For the attention of:

Anton Tuijten

If to the Company:

Priority Telecom N.V.
Kon. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ HIC Amsterdam
The Netherlands

For the attention of:

▇▇▇ ▇▇▇▇

If to the Shareholders Representative:

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Priority Telecom N.V.
Kon. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ HIC Amsterdam
The Netherlands

If to the Shareholder, to:

The address of the Seller as recorded at the relevant time in the share
register of the Company

12.2 Any notice or other document shall be deemed to have been served:

(a) if delivered by hand, then at the time of delivery, if delivered between
the hours of 9.30 a.m. and 5.30 p.m. (local time at the place of receipt)
if sent on a Business Day; or if not, then at 9.30 a.m. (local time) on
the next following Business Day;

(b) if posted, then at 10.00 a.m. (local time) on the day four (4) Business
Days after it was put in the post; or

(d) if sent by telefax, then at the time sent, if sent between the hours of
9.30 a.m. and 5.30 p.m. (local time at the place of receipt) if sent on a
Business Day; or, if not, then at 9.30 a.m. (local time) on the next
following Business Day.

For the purposes of this Article 12, a Business Day shall be deemed a day on
which banks' branches situated in Amsterdam and New York are open to their
clients for general business purposes.

13. ARTICLE 13: POWER OF ATTORNEY

13.1 The Shareholder herewith gives unconditional (save as expressly provided in
this Article 13) and irrevocable power of attorney to the Shareholders
Representative and to any replacement of the Shareholders Representative as
contemplated in Article 4.5, on behalf of the Shareholder:

(a) to take such action which this Agreement contemplates may be taken by
the Shareholders Representative on behalf of the Shareholders;

(b) to take such action as may reasonably be deemed necessary or appropriate
by the Shareholders Representative to implement the provisions of this
Agreement and of the Merger Agreement in accordance with its terms; and

13.2 The Shareholder agrees that he/she will be bound by any action taken by the
Shareholders Representative in accordance with the provisions of
Article 13.1 above, and that he/she will if requested by the Shareholders
Representative, UPC and/or the Company confirm in writing to be so bound and
to ratify the action so taken.

13.3 If for any reason the Shareholders Representative will not take any action
which this Agreement contemplates he will take on behalf of the Shareholder,
then UPC or the Company, as the case may be, may request that the
Shareholder him/herself to take such action.

14. ARTICLE 14: AMENDMENTS

This Agreement may not be amended, supplemented or changed except by a
written instrument making specific reference to this Agreement signed by the
parties hereto. Any amendments which are not materially adverse to the position
of the Shareholder as holder of the Company Shares may be negotiated and agreed
on behalf of the Shareholder by the Shareholders Representative.

15. ARTICLE 15: SAVING CLAUSE

If any provision of this Agreement shall be held by any court of competent
jurisdiction or arbitral tribunal to be illegal, void or unenforceable, such
provision shall (i) be of no force and effect, but the illegality or
unenforceability of such provision shall have no effect upon and shall not
impair the enforceability of any other provision of this Agreement and (ii) the
parties shall commit themselves to replace the non-binding and/or
non-enforceable provisions by provisions that are binding and

enforceable and differ as little as possible, taking into account the object and
purpose of this Agreement, from the non-binding and/or non-enforceable
provisions. The Shareholder will in this instance be represented by the
Shareholders Representative, whose agreement on the replacement of such
provisions shall be binding on the Shareholder.

16. ARTICLE 16: ASSIGNMENT

None of the rights or obligations under this Agreement may be assigned or
transferred by the Shareholder without the prior written consent of UPC and the
Company. None of the rights or obligations under this Agreement may be assigned
or transferred other than pursuant to Article 21 herein by the Company or UPC
without the prior written consent of the Shareholders Representative.

17. ARTICLE 17: ANNULMENT, RESCISSION AND DISSOLUTION

The parties to this Agreement waive their rights, if any, to annul, (partly)
rescind, (partly) dissolve ("ONTBINDEN") or cancel this Agreement, or to request
annulment, (partly) rescission, (partly) dissolution ("ONTBINDEN") or
cancellation of this Agreement after the Closing Date on the basis of articles
6:265 or 6:228 of the Dutch Civil Code.

18. ARTICLE 18: GOVERNING LAW AND ARBITRATION

18.1 This Agreement shall be governed by and construed in accordance with the
laws of the Netherlands.

18.2 It is agreed that any power of attorney executed in connection with this
Agreement or any other document executed pursuant to the transactions
contemplated hereby shall be governed by and construed in accordance with
the laws of the Netherlands.

18.3 All disputes arising out of or in connection with this Agreement which
cannot be amicably settled between the parties hereto shall be submitted to
the exclusive jurisdiction of the competent courts in Amsterdam, The
Netherlands.

19. ARTICLE 19: COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.

20. ARTICLE 20: TERMINATION

This Agreement shall terminate upon the IPO, except for Articles 4, 5.11, 6,
8, 9 and 11 through 21 that pursuant to their terms survive the IPO or require
performance after the IPO. This Agreement shall terminate in its entirety
vis-a-vis a Shareholder upon the sale of all Company Shares owned by the
Shareholder. This Agreement shall terminate automatically in the event the
Merger Agreement is terminated.

21. ARTICLE 21: SUCCESSION

The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.

22. ARTICLE 22: BENEFICIARY

Articles 7, 8 and 9 hereof shall be construed as clauses irrevocably
granting to the Escrow Agent as third party beneficiary the right to claim
performance thereof (ONHERROEPELIJK DERDENBEDING).

IN WITNESS WHEREOF, this Agreement is signed by UPC and the Company on
August 11, 2000 and by the Shareholder on the day and date hereinbelow specified
by the Shareholder.

UNITED PAN-EUROPE COMMUNICATIONS N.V.

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------

PRIORITY TELECOM N.V.

By: /s/ ▇▇▇ ▇▇▇▇
-------------------------------------------

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------

SHAREHOLDER

By: SEE ATTACHED LIST
-------------------------------------------

Date:

THE SHAREHOLDER IS REQUIRED TO FILL IN THE DATA BELOW:

The Shareholder executing this Agreement is:

Name:

Address:

Number of Cignal Shares owned by him/her:

Number of Company Shares to be issued to him/her on the Closing Date:

By signing this Agreement, the Shareholder agrees that the above data will
be entered into the share register of the Company upon completion of the Shares
Exchange.

EXHIBIT A

TELECOMMUNICATIONS SERVICES

For purposes of Section 5.1, CLEC services-traditional voice and data
services, as well as any services based on IP technology, include, but are not
limited to, the following:

1. Traditional Services

(i) Line Rental

(ii) Local, national and international calls

(iii) HFC telephone

(iv) Centrex central PBX services

(v) ATM connectivity

(vi) Voice over ATM

(vii) Local, national and international private leased lines

(viii) SDH based data services

(ix) InterLAN

(x) ISDN 10/20/30

(xi) The resale of mobile telephony as part of bundled fixed/mobile offers

(xii) Local, national and International IRUs and rights of way

2. Access-dependent IP-services:

(i) Internet access and transit

(ii) Secure Internet access/managed firewall

(iii) Private IP and VPN LAN Interconnection

(iv) VPN management

(v) Videoconferencing

(vi) Broadband teleworking and remote access

(vii) IP-based voice (retail telephony)

3. Access-Independent services:

(i) Server and web site Hosting

(ii) E-mail hosting

(iii) Intranet hosting

(iv) Application hosting

(v) Dial-up Internet access

(vi) Dial-up remote teleworking

(vii) Unified Messaging

(viii) IP telephony (retail and wholesale)

(ix) Content delivery (including: hosting, caching, IP connectivity, and
peering/transit)

(x) Facilities management and collocation

(xi) Server, router, and PABX resale and/or management

(xii) Applications Service Provider (ASP) services (outsourced software,
applications, storage

(xiii) Web/professional services

(a) Site design

(b) E-mail hosting

(d) General LAN/WAN/Web consultancy

(xiv) E-commerce services

EXHIBIT B

EUROPEAN COUNTRIES

For purposes of Section 5.1, the following countries constitute Europe:

Albania

Andorra

Austria

Belarus

Belgium

Bosnia

Bulgaria

Croatia

Czech Republic

Denmark

Estonia

Finland

France

Germany

Greece

Hungary

Ireland (including Northern Ireland)

Israel

Italy Switzerland

Latvia

Lithuania

Luxembourg

Malta

Moldova

Monaco

Netherlands

Norway

Poland

Portugal

Romania

Russia

Slovak Republic

Spain

Sweden

Turkey

Ukraine

United Kingdom

Vatican City

Yugoslavia

EXHIBIT C

LOCAL COMPANY ENTITIES

1. Priority Austria GmbH

2. Priority France S.A.S.

3. Priority Italy S.r.L.

4. Priority Sweden A.B.

5. Priority Norway A.S.

6. Priority Hungary Kft

7. Priority Belgium S.A.

8. Priority Telecom Netherlands B.V. (license holder)

9. Priority Germany GmbH

EXHIBIT D

RELATIONSHIP WITH UPC AND ITS AFFILIATES, INCLUDING CHELLO

1. UPC and its affiliates, including chello, will be preferred suppliers to the
Company.

2. The Company will be the preferred supplier of products and services for UPC
and its affiliates, including chello.

3. All such relationships will be on a contractual, arms-length basis.

(a) All goods and services will be provided through contracts with a service
level agreement.

4. The purchase and supply of goods and services will be at the lowest of:

(a) Competitive market prices; or

(b) Lowest rates to similar third parties.

5. The Company retains the right to purchase goods and services in the open
market, should the goods and services of UPC and its affiliates, including
chello, not meet agreed service levels or not be priced competitively
relative to comparable goods and services available in the open market;
provided however, that in the UPC Affiliate Areas, for a period of seven
years, if the services are available and the agreed service level agreement
is met, chello will be the sole provider to the Company of the Company
branded IP connectivity services (including access and portal) for business
customers with 50 or fewer employees.

6. Within the UPC Affiliate Area, chello will act as a wholesale provider of
certain services to either the UPC cable company (residential and SOHO(1)
market) or the Company (business customers). Notwithstanding the foregoing,
legacy customers of chello will continue to remain with chello.

EXHIBIT E

FORM OF EXERCISE NOTICE OF UPC STOCK PURCHASE OPTION

[DATE]

United Pan-Europe Communications
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Dear Sirs:

In accordance with Article 7.1 of the Shareholders Agreement, dated
, 2000, between the Shareholders in Priority Telecom N.V. named
therein, United Pan-Europe Communications N.V. and Priority Telecom N.V. (the
"SHAREHOLDERS AGREEMENT"), the undersigned, as Shareholders Representative under
the Shareholder Agreement and on behalf of all of the Shareholders (as defined
in the Shareholders Agreement), hereby gives notice of the exercise of the UPC
Stock Purchase Option (as defined in the Shareholders Agreement). Attached
herewith are all of the shares in the Company and all of the options, unit
options and warrant rights relating to shares in the Company owned by all of the
Shareholders, or any owner who would be obligated to become a Shareholder upon
exercise of their warrants, unit options or options.

Cordially,

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

Name:

EXHIBIT F

FORM OF REDEMPTION NOTICE UNDER ARTICLE 7.3

[DATE]

Shareholders Representative

[Address]

Dear Sirs:

In accordance with Article 7.3 of the Shareholders Agreement, dated ,
2000, between the Shareholders in Priority Telecom N.V. named therein, United
Pan-Europe Communications N.V. and Priority Telecom N.V. (the "SHAREHOLDERS
AGREEMENT"), you are hereby notified that:

/ / we are exercising our option to redeem the UPC Stock Purchase Option (as
defined in the Shareholders Agreement) for such amount of cash equal to the
Company Share Value (as defined in the Shareholders Agreement). The Company
Share Value equals $ per UPC Stock Purchase Option.

/ / we are exercising our option to purchase shares in Priority Telecom N.V.
(the "COMPANY") and options, unit options and warrants relating to the shares
in the Company for [such amount of cash or marketable securities equal to the
Company Share Value]. [Insert description of consideration to be received.]

Cordially,

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

United Pan-Europe Communications N.V.

EXHIBIT G

FORM OF REDEMPTION NOTICE UNDER ARTICLE 7.8

[DATE]

Shareholders Representative

[Address]

Dear Sirs:

In accordance with Article 7.8 of the Shareholders Agreement, dated
, 2000, between the Shareholders in Priority Telecom N.V. named
therein, United Pan-Europe Communications N.V. and Priority Telecom N.V. (the
"SHAREHOLDERS AGREEMENT"), we hereby notify you that we have chosen to redeem
shares of Priority Telecom N.V. undelivered pursuant to the UPC Stock
Purchase Option, as defined in the Shareholders Agreement, for the consideration
of .

Cordially,

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

United Pan-Europe Communications N.V.

EXHIBIT H

FORM OF NOTICE OF SALE

[DATE]

[Name of Shareholder]

[Address]

Dear Sirs:

In accordance with Article 8.1 of the Shareholders Agreement dated
, 2000 (the "SHAREHOLDERS AGREEMENT") between the Shareholders in
Priority Telecom N.V. named therein, United Pan-Europe Communications N.V. and
Priority Telecom N.V. (the "COMPANY"), we hereby notify you of our intention to
sell and transfer , or % of our Company Shares (as defined in the
Shareholders Agreement) to . You have the right to simultaneously sell the
same percentage of your Company Shares for a consideration equal to the per
share consideration which we will receive, which is per Company
Share. You also have the right to simultaneously sell the same percentage of
your options, unit options and warrants relating to the Company Shares for the
same per option right or per warrant consideration minus the applicable strike
price.

Cordially,

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

United Pan-European Communications

EXHIBIT I

FORM OF SALE EXERCISE NOTICE

[DATE]

United Pan-Europe Communications
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Dear Sirs:

In accordance with Article 8.1 of the Shareholders Agreement dated ,
2000 between the Shareholders in Priority Telecom N.V. named therein (the
"COMPANY"), United Pan-Europe Communications N.V. and Priority Telecom N.V. (the
"SHAREHOLDERS AGREEMENT") the undersigned owner hereby irrevocably notifies you
of [his/her] wish to exercise our rights to sell Company Shares (as defined in
the Shareholders Agreement) to on the same terms and conditions, and for
the same per share consideration which UPC will receive for its Company Shares.
Attached hereto are the certificates representing Company Shares.

[The undersigned owner hereby irrevocably notifies you of the exercise of
his/her right to sell [options/warrants] relating to the Company Shares for
the same per option right or per warrant consideration minus the applicable
strike price.]

Cordially,

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

Name:

EXHIBIT J

FORM OF DEED OF ACCESSION

The undersigned,

name:

address:

hereby declares to have purchased ordinary shares in the Dutch
company Priority Telecom N.V. ("Priority") from (insert
name of transferor) (the "Selling Shareholder");

hereby declares to United Pan-Europe Communications N.V. ("UPC") and
Priority that he/she assumes all terms of the "Shareholders Agreement" by, among
others, UPC and Priority as his or her own and that he/she is bound thereto as
if he/she had originally been party thereto as a Shareholder.

This deed shall be governed by Dutch law. The undersigned agrees that all
disputes arising in connection with this deed shall to the exclusive
jurisdiction of the competent court in Amsterdam, the Netherlands.

Date:

(Signature)

THIS DOCUMENT MUST BE MAILED TO:

United Pan-Europe Communications N.V.
Attention: Ms ▇▇▇▇ van der Werf
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

EXHIBIT K

SHARE OWNERSHIP

NUMBER OF
NAME OF SHAREHOLDERS SHARES
-------------------- ---------

1141 Inc.................................................... 75,000
555 Genesee/Beta Partners................................... 37,500
A.R.H. Business Partnership L.T.D........................... 37,500
▇▇▇▇-▇▇▇▇▇▇ Partners I...................................... 12,500
Abco Fund Ltd............................................... 127,500
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1997 Trust.......... 37,500
▇▇▇▇▇, ▇▇▇▇▇ ▇.............................................. 525,600
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇............................................ 372,300
▇▇▇▇▇, ▇▇▇▇▇ ▇.............................................. 65,700
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇............................................ 438,000
American High Growth Equities Retirement Trust.............. 50,000
American High Growth Equities Retirement Trust.............. 100,000
Anes Family Trust........................................... 150,000
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.......................................... 67,233
April ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, MD, as tenants in
common.................................................... 36,000
▇▇▇▇▇▇, M.D., Jan........................................... 149,600
ARS Revocable Family Trust U/A/D 8/11/97.................... 75,000
▇▇▇▇▇▇ ▇. ▇▇▇▇ Revocable Trust U/A dtd. 9/26/83............. 12,500
▇▇▇▇, ▇▇▇▇▇▇ ▇.............................................. 30,000
Avanti Technology Inc....................................... 35,000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇........................................... 35,000
▇▇▇▇▇, ▇▇▇▇▇ ▇.............................................. 150,000
Banque Nationale de Paris (Switzerland) S.A................. 2,000,000
Banque SCS Alliance S....................................... 199,000
▇▇▇▇▇▇, ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇▇▇ ▇........................... 37,500
▇▇▇▇▇, ▇▇▇▇................................................. 18,750
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇...................................... 18,750
▇▇▇▇, ▇▇▇▇▇▇................................................ 75,000
▇▇▇▇▇▇▇, ▇▇▇▇ ▇............................................. 11,250
▇▇▇▇▇▇▇, ▇▇▇▇ ▇ and ▇▇▇▇ M.S................................ 22,500
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇........................................... 30,000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇............................................ 2,500
Berthoumleux, ▇▇▇▇▇▇........................................ 60,000
▇▇▇▇ Family Trust dated 10/17/95............................ 37,500
▇▇▇▇▇, ▇▇▇▇▇▇............................................... 11,000
▇▇▇▇▇▇, ▇. ▇▇▇▇▇............................................ 75,000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇............................................ 135,000
▇▇▇▇▇▇, ▇▇▇▇................................................ 18,750
▇▇▇▇ ▇▇▇▇▇ Capital Inc...................................... 5,900
▇▇▇▇ ▇▇▇▇▇ Capital International............................ 27,600
▇▇▇▇ ▇▇▇▇▇ Capital Ventures, L.P............................ 41,500
▇▇▇▇ ▇▇▇▇▇ Capital, L.P..................................... 66,200
▇▇▇▇▇▇▇ Resources Company................................... 210,000
▇▇▇▇▇, C. ▇▇▇▇▇▇............................................ 45,000
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇......................................... 37,500
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇, New York........................... 37,000

NUMBER OF
NAME OF SHAREHOLDERS SHARES
-------------------- ---------

▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇............................................ 37,500
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.......................................... 37,500
▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇................................. 37,500
▇▇▇▇▇▇▇▇, ▇.▇............................................... 25,000
▇▇▇▇▇ ▇▇▇▇▇ Living Trust dated 8/9/97....................... 20,000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇......................................... 500
▇▇▇▇▇▇, ▇▇▇▇▇▇▇............................................. 1,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇......................................... 10,123
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇............................................ 25,000
▇▇▇▇▇▇, ▇▇▇▇▇▇.............................................. 80,000
CITCO GLOBAL CUSTODY NV-CASH................................ 100,000
▇▇▇▇▇▇, ▇▇▇▇▇ ▇............................................. 18,750
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇............................................ 37,500
Constructor's West, Inc..................................... 30,000
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇............................................ 45,000
Csiliag, ▇▇▇▇▇▇............................................. 50,000
▇▇▇▇▇▇, ▇▇▇▇▇▇.............................................. 37,500
▇▇▇▇▇, ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇................................. 32,500
▇▇▇▇▇▇, ▇▇▇▇ ▇.............................................. 12,500
Darier, ▇▇▇▇▇▇▇ & Cle....................................... 30,000
▇▇▇▇▇, ▇▇▇▇▇▇▇.............................................. 20,000
▇▇▇▇▇, ▇▇▇▇▇................................................ 20,000
▇▇▇▇ ▇▇▇▇▇▇ Custodian for the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ A/C #663
88093104.................................................. 18,750
Delaware Charter Guarantee & Trust Co....................... 67,000
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
MD ▇▇▇.................................................... 37,500
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇ ▇. Most
▇▇▇....................................................... 27,000
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇....................................................... 18,750
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇....................................................... 12,500
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ Rollover.............................................. 37,500
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇....................................................... 34,600
Delaware Charter Guarantee & Trust Co., FBO ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ▇▇▇.............................................. 112,500
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.......................................... 60,000
des Gachons, ▇▇▇▇▇▇ ▇....................................... 150,000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇........................................ 100,000
Domino, ▇▇▇▇ ▇.............................................. 150,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ Inter-Vivos Trust............................. 10,000
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇............................................ 15,000
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇............................................ 30,000
▇.▇. ▇▇▇▇ Co. Inc........................................... 37,500
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Joint
Tenant.................................................... 37,500
▇▇▇▇▇ & Co.................................................. 35,000
▇▇▇▇▇, ▇▇▇▇▇▇▇.............................................. 56,000
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇............................................ 27,500
▇▇▇▇▇▇, ▇▇▇▇▇............................................... 18,750
▇▇▇▇▇▇▇, ▇▇▇▇▇.............................................. 18,750
▇▇▇▇▇▇, ▇▇▇▇▇▇.............................................. 37,500
Fidulex Manager, Inc........................................ 80,000
▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇........................................... 56,250
▇▇▇▇▇, ▇▇▇▇▇▇............................................... 12,500

NUMBER OF
NAME OF SHAREHOLDERS SHARES
-------------------- ---------

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇............................................ 35,000
▇▇▇▇▇▇▇, ▇▇▇▇▇.............................................. 75,000
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇............................................ 30,000
▇▇▇▇▇▇, ▇▇▇▇▇▇▇............................................. 9,375
▇▇▇▇▇▇, ▇▇▇▇▇▇.............................................. 9,375
Gamzu, S. Zelda............................................. 30,000
▇▇▇▇, ▇▇▇▇▇▇ ▇.............................................. 37,500
Garfield Associates LLC..................................... 150,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.......................................... 150,000
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇........................................ 50,000
▇▇▇▇▇, ▇▇▇▇▇▇ ▇............................................. 37,500
Gensec Corporation NV....................................... 75,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust....................................... 37,500
Gerzof Investment Limited Partnership I..................... 180,000
Gerzof Investment Limited Partnership II.................... 90,000
Gestori Patrimoniali Associati SA........................... 75,000
GHI, Ltd.................................................... 40,000
Gili ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇............................ 26,250
▇▇▇▇▇▇▇▇, ▇▇▇▇▇............................................. 75,000
Goeljian, ▇▇▇▇▇▇ ▇.......................................... 71,250
▇▇▇▇▇▇▇, ▇▇▇▇ ▇............................................. 37,500
▇▇▇▇▇▇▇, ▇▇▇▇ ▇............................................. 37,500
▇▇▇▇▇▇▇▇, R. Nathan and ▇▇▇▇▇ ▇............................. 29,000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. and ▇▇▇▇ ▇., as joint tenants.......... 30,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇............................................ 30,000
▇▇▇▇▇, ▇▇▇▇▇▇............................................... 60,000
Gross Foundation, Inc....................................... 187,500
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇........................................... 37,500
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇............................................ 60,000
Gulfstream Asset Management Corp. Retirement Trust.......... 37,500
▇▇▇▇▇▇, ▇▇▇▇▇▇.............................................. 36,000
▇▇▇▇▇▇, ▇▇▇▇▇ ▇............................................. 37,500
Hare & Co................................................... 75,000
Henningsson, Bragi.......................................... 33,750
▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Community Property Trust
UAD 9/1/86................................................ 75,000
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇....................................... 6,000
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.......................................... 18,750
▇▇▇▇▇, ▇▇▇▇▇▇............................................... 18,750
▇▇▇▇▇, ▇▇▇▇▇▇............................................... 75,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.......................................... 37,500
▇▇▇▇▇▇, ▇▇▇▇▇ ▇............................................. 75,000
Horberg, ▇▇▇▇▇▇ ▇▇▇▇........................................ 40,000
▇▇▇▇▇▇, ▇▇▇▇▇ ▇............................................. 37,500
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇......................... 22,500
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, as tenants by the entireties.... 15,000
Intergalactic Growth Fund Inc............................... 75,000
▇▇▇▇▇▇▇▇, ▇▇▇▇.............................................. 647,400
▇▇▇▇▇▇▇▇, as Custodian for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, u/Mass UTMA,
▇▇▇▇▇ ▇................................................... 9,200
▇▇▇▇▇▇▇▇, as Custodian for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ u/ Mass UTMA,
▇▇▇▇▇ ▇................................................... 9,200

NUMBER OF
NAME OF SHAREHOLDERS SHARES
-------------------- ---------

▇▇▇▇▇▇▇▇, as Custodian for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ u/ Mass UTMA,
▇▇▇▇▇ ▇................................................... 9,200
Isell, Andre................................................ 75,000
Italian Jewelry Designs Inc................................. 37,500
Jamscor Inc................................................. 135,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ MD, PC Profit Sharing Plan & Trust, PC
Profit Sharing and Trust.................................. 112,500
▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇........................................... 120,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust..................................... 37,500
▇▇▇▇▇, Ltd.................................................. 75,000
▇▇▇▇▇, ▇▇▇▇▇▇............................................... 30,000
▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇, as joint tenants...................... 37,500
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇............................................ 37,500
▇▇▇▇, ▇▇▇▇.................................................. 37,500
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇ and ▇▇▇▇▇▇▇ ▇., as joint tenants......... 37,500
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.......................................... 40,000
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Partners, L.P............................... 1,125,000
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇......................................... 42,500
Kings Dental Group Profit Sharing Plan U/A/ 01/01/97 F.B.O.
▇▇▇▇▇▇▇ ▇. Zweifier D.D.S................................. 37,500
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇........................................ 1,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, as joint tenants................ 37,500
▇▇▇▇▇▇, ▇▇▇▇▇▇.............................................. 25,000
▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, as joint tenants................ 37,500
▇▇▇▇▇▇, ▇▇▇▇▇▇▇............................................. 22,500
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇........................................... 50,000
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇., as joint tenants........... 36,500
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.......................................... 18,750
Kunzweller, ▇▇▇▇▇▇▇......................................... 75,000
Lambda IV, LLC.............................................. 150,000
▇▇▇▇▇▇, ▇▇▇▇▇............................................... 37,500
Land, ▇▇▇▇▇▇ ▇.............................................. 10,000
Land, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇...................................... 10,000
Land, ▇▇▇▇.................................................. 10,000
Land, ▇▇▇▇ ▇................................................ 1,550,000
▇▇▇▇, ▇▇▇ and ▇▇▇▇▇......................................... 18,750
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇ ▇. ▇▇▇▇▇▇, JTWROS.................... 75,000
▇▇▇▇▇▇▇, ▇▇▇▇............................................... 37,500
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.......................................... 20,000
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇...................................... 39,000
▇▇▇▇▇▇, ▇▇▇▇▇ ▇............................................. 37,500
▇▇▇▇▇▇▇, DDS, Jan........................................... 37,500
▇▇▇▇ ▇▇▇▇▇, Custodian for ▇▇▇ ▇▇▇▇▇ UGMA/IL................. 4,000
▇▇▇▇, ▇▇▇▇▇▇ ▇., TTEE U/A DTD 9/26/63....................... 25,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ Part B Trust.................................. 75,000
▇▇▇▇▇, ▇▇▇▇▇▇ ▇.▇........................................... 15,750
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇........................................ 37,500
Mallampati, ▇▇▇▇▇▇▇▇▇ ▇▇▇................................... 49,500
▇▇▇▇▇▇▇, ▇▇▇▇▇.............................................. 37,500
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Successor Trust............................. 22,500
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.......................................... 37,500
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., P.A., Profit Sharing Plan........... 10,000

NUMBER OF
NAME OF SHAREHOLDERS SHARES
-------------------- ---------

▇▇▇▇▇, ▇▇▇▇▇ ▇.............................................. 254,500
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇........................................... 37,500
▇▇▇▇▇▇▇▇▇, ▇▇▇▇............................................. 59,600
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ A.............................. 37,500
▇▇▇▇▇, ▇▇▇▇▇ ▇.............................................. 75,000
▇▇▇▇▇▇, ▇▇▇▇ ▇.............................................. 36,000
Moazez Family Limited Partnership........................... 75,000
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.......................................... 5,000
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.......................................... 2,000
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇............................................ 25,000
Most, ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇................................ 10,500
Mover, J/T/W/R/O/S, ▇▇▇▇▇▇ Mover and ▇▇▇▇................... 262,800
Mower, Morton............................................... 37,500
MSSS Family Partners, Ltd................................... 58,000
Nano-Cap Hyper Growth Partnership L.P....................... 75,000
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇....................................... 262,800
Neko Enterprises Limited.................................... 37,500
Nexus Group LLC............................................. 127,500
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇........................................ 56,000
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇., as joint tenants.......... 25,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dated 9/4/74......................... 37,500
▇▇▇▇▇▇, ▇▇▇▇▇ ▇............................................. 100,000
▇▇▇▇▇, ▇▇▇▇▇................................................ 1,000
▇▇▇▇▇, ▇▇▇.................................................. 120,000
▇▇▇▇▇, ▇▇▇▇▇▇............................................... 1,000
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇....................................... 37,500
Oshkim Limited Partners, L.P................................ 1,156,000
▇▇▇▇▇, ▇▇▇▇ ▇............................................... 36,000
▇▇▇, ▇▇▇▇▇▇ ▇............................................... 112,500
Pace Capital Inc............................................ 25,000
▇▇▇▇ ▇. ▇▇▇▇▇ Foundation for Medical Research............... 127,500
▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Trust............................... 127,500
Pennygrows Ltd.............................................. 9,500
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, JTWROS....................... 18,750
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇.......................................... 14,350
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇........................................... 2,251,250
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇........................................... 14,700
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇........................................... 14,700
▇▇▇▇▇▇▇, ▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇.............................. 150,000
▇▇▇▇▇▇, ▇▇▇▇ ▇.............................................. 37,500
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇............................................ 36,000
Pintsov, ▇▇▇▇ ▇............................................. 28,000
▇▇▇▇▇, ▇▇▇▇ ▇............................................... 18,750
▇▇▇▇▇▇, ▇▇▇▇ ▇.............................................. 31,000
Porcelain Partners, L.P..................................... 127,500
Progressive Ins. Agency Inc................................. 33,750
Prudential Securities C/F ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rollover....... 25,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇........................................... 37,500
Rich, ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇., JTWROS...................... 75,000

NUMBER OF
NAME OF SHAREHOLDERS SHARES
-------------------- ---------

▇▇▇▇▇▇, Jr., Sheffield C.................................... 25,000
Ringier AG.................................................. 150,000
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.......................................... 37,500
Rockford Income Partnership................................. 37,500
Rolls, ▇▇▇▇▇▇▇▇▇ ▇.......................................... 37,500
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ JTWROS................. 8,500
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Trustee, or his successors in trust,
of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust, dated November 9, 1998.... 37,500
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇............................................ 30,000
▇▇▇▇▇, ▇▇▇▇▇▇▇.............................................. 37,500
▇▇▇▇▇, ▇▇▇▇▇▇ ▇............................................. 56,250
▇▇▇▇▇ ▇. ▇▇▇▇ Marital Trust U/W ▇▇▇▇ ▇▇▇▇ 6/17/87........... 33,750
▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇........................................ 22,500
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust.................................... 100,000
SANPAOLO BANK S.A........................................... 30,000
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.......................................... 37,500
▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇, as joint tenants..................... 37,500
▇▇▇▇▇▇, ▇▇▇▇▇▇▇............................................. 30,000
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇., as joint tenants............ 18,750
▇▇▇▇▇▇▇, ▇▇▇▇▇▇............................................. 76,500
Sharomart Limited Partners, L.P............................. 17,000
▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇. and ▇▇▇▇, as joint tenants.............. 37,500
Sigma Services Corp......................................... 37,500
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇........................................... 33,750
▇▇▇▇▇▇▇, ▇▇▇▇▇.............................................. 37,500
▇▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc............................... 184,500
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇ ▇., as joint tenants............... 33,750
State Street Bank and Trust Co, TTEEAIG Trading Group Inc.
Deferred Compensation Plan FBO ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.......... 22,500
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust "A".............................. 37,500
Swedroe Family Limited Partnership.......................... 52,500
▇▇▇▇▇▇, ▇▇▇▇▇▇▇............................................. 1,000
The ▇▇▇▇▇ Investment Company, LP............................ 18,750
The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Foundation............................ 150,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. C/F ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ DTD
11/08/99.................................................. 37,500
UBS AG, Zurich.............................................. 240,000
Venturetec, Inc............................................. 6,000,000
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇........................................ 18,750
Viatel, Inc................................................. 1,000,000
▇▇▇▇ ▇▇▇▇▇▇▇ Family Ltd. Pshp............................... 18,750
▇▇▇▇, ▇▇▇▇▇ ▇............................................... 150,000
▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇., as joint tenants.............. 35,000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇............................................. 105,000
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.......................................... 60,000
Wierner Charitable Remainder Unitrust....................... 37,500
▇▇▇▇▇▇▇▇, M.D., ▇▇▇▇▇ ▇..................................... 37,500
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Trust A.............................. 25,000
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ Trust dated 6/19/95.................... 17,500
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Trust A............................. 50,000

NUMBER OF
NAME OF SHAREHOLDERS SHARES
-------------------- ---------

▇▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ Trust dated 6/19/95................... 35,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇, JTWROS........................ 4,000
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.......................................... 262,800
▇▇▇▇▇, J. Michael........................................... 75,000
▇▇▇▇▇▇, ▇▇▇▇▇............................................... 2,000
▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, tenants in common........ 18,750
Wood Asset Management, LTD.................................. 37,500
▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, tenants in common................ 31,250
▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, as joint tenants............... 6,250
▇▇▇▇▇▇, ▇▇▇▇▇▇.............................................. 15,000
Zeiman TIC, ▇▇▇▇▇▇ and ▇▇▇▇▇▇............................... 60,000
▇▇▇▇▇▇▇▇, J/T/W/R/O/S, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇...... 37,500
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇............................................ 22,500

EXHIBIT L

DEFINITION OF "ACCREDITED INVESTOR" PURSUANT TO REGULATION D

ACCREDITED INVESTOR. "Accredited investor" shall mean any person who comes
within any of the following categories, or who the issuer reasonably believes
comes within any of the following categories, at the time the sale of the
securities to that person:

(1) Any bank as defined in Section 3(a) (2) of the Act, or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity; any broker or dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934;
any insurance company as defined in Section 2(13) of the Act; any investment
company registered under the Investment Company Act of 1940 or a business
development company as defined in Section 2(a)(48) of that Act; any Small
Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment
Act of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000; any employee benefit plan within the meaning
of the Employee Retirement Income Security Act of 1974 if the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of such
Act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan
has total assets in excess of $5,000,000 or, if a self directed plan, with
investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940;

(3) Any organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered,
with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or
general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that
person's spouse, at the time of his purchase exceeds $1,000,000;

(6) Any natural person who had an individual income in excess of $200,000 in
each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.

LIST OF SIGNATORIES TO THE SHAREHOLDER'S AGREEMENT

NAME OF SHAREHOLDERS
--------------------

1141 Inc.
555 Genesee/Beta Partners
A.R.H. Business Partnership L.T.D.
▇▇▇▇-▇▇▇▇▇▇ Partners I
Abco Fund Ltd.
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1997 Trust
▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
American High Growth Equities Retirement Trust
American High Growth Equities Retirement Trust
Anes Family Trust
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
April ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, MD, as tenants in
common
▇▇▇▇▇▇, M.D., Jan
ARS Revocable Family Trust U/A/D 8/11/97
▇▇▇▇▇▇ ▇. ▇▇▇▇ Revocable Trust U/A dtd. 9/26/83
▇▇▇▇, ▇▇▇▇▇▇ ▇.
Avanti Technology Inc.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇ ▇.
Banque Nationale de Paris (Switzerland) S.A.
Banque SCS Alliance ▇.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Bein, ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇ ▇ and ▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Berthoumleux, ▇▇▇▇▇▇
▇▇▇▇ Family Trust dated 10/17/95
Bloom, ▇▇▇▇▇▇
▇▇▇▇▇▇, E. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ Capital Inc.
▇▇▇▇ ▇▇▇▇▇ Capital International
▇▇▇▇ ▇▇▇▇▇ Capital Ventures, L.P.
▇▇▇▇ ▇▇▇▇▇ Capital, ▇.▇.
▇▇▇▇▇▇▇ Resources Company
▇▇▇▇▇, C. ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇, New York
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇

NAME OF SHAREHOLDERS
--------------------

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇▇▇ Living Trust dated ▇/▇/▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ GLOBAL CUSTODY NV-CASH
▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Constructor's West, Inc.
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.
Csiliag, ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇ ▇.
Darier, ▇▇▇▇▇▇▇ & Cle
▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ Custodian for the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ A/C #663
88093104
Delaware Charter Guarantee & Trust Co.
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
MD ▇▇▇
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇ ▇. Most
▇▇▇
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ Rollover
Delaware Charter Guarantee & Trust Co., C/F ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
Delaware Charter Guarantee & Trust Co., FBO ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
des Gachons, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇ Inter-Vivos Trust
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇.▇. ▇▇▇▇ Co. Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Joint Tenant
▇▇▇▇▇ & Co.
▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
Fidulex Manager, Inc.
▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇

NAME OF SHAREHOLDERS
--------------------

▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, S. ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ Associates LLC
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
Gensec Corporation NV
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust
Gestori Patrimoniali Associati SA
GHI, Ltd.
Gili ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Goeljian, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. and ▇▇▇▇ ▇., as joint tenants
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ Foundation, Inc.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Gulfstream Asset Management Corp. Retirement Trust
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇ & Co.
Henningsson, Bragi
▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Community Property Trust
UAD ▇/▇/▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, as tenants by the entireties
Intergalactic Growth Fund Inc.
▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇, as Custodian for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, u/Mass UTMA,
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, as Custodian for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ u/ Mass UTMA,
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, as Custodian for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ u/ Mass UTMA,
▇▇▇▇▇ ▇.
Isell, Andre
Italian Jewelry Designs Inc.
Jamscor Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ MD, PC Profit Sharing Plan & Trust, PC
Profit Sharing and Trust
▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust

NAME OF SHAREHOLDERS
--------------------

▇▇▇▇▇, Ltd.
▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇, as joint tenants
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ M and ▇▇▇▇▇▇▇ ▇., as joint tenants
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Partners, L.P.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
Kings Dental Group Profit Sharing Plan U/A/ 01/01/97 F.B.O.
▇▇▇▇▇▇▇ ▇. Zweifier
D.D.S.
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, as joint tenants
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, as joint tenants
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇., as joint tenants
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
Lambda IV, LLC
▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇.
Land, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Land, ▇▇▇▇
Land, ▇▇▇▇ ▇
▇▇▇▇, ▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇ ▇. ▇▇▇▇▇▇, JTWROS
Lebwohl, ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, DDS, Jan
▇▇▇▇ ▇▇▇▇▇, Custodian for ▇▇▇ ▇▇▇▇▇ UGMA/IL
▇▇▇▇, ▇▇▇▇▇▇ ▇., TTEE U/A DTD 9/26/63
▇▇▇▇▇ ▇▇▇▇▇▇▇ Part B Trust
▇▇▇▇▇, ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Successor Trust
Mastrilli, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., P.A., Profit Sharing Plan
▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇ Family Limited Partnership
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇

NAME OF SHAREHOLDERS
--------------------

▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
Most, ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇.
Mover, J/T/W/R/O/S, ▇▇▇▇▇▇ Mover and ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇
MSSS Family Partners, Ltd.
Nano-Cap Hyper Growth Partnership ▇.▇.
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Neko Enterprises Limited
Nexus Group LLC
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇., as joint tenants
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dated 9/4/74
▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
Oshkim Limited Partners, ▇.▇.
▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇, Robert R.
Pace Capital Inc.
Paul F. Glenn Foundation for Medical Research
Paul F. Glenn Revocable Trust
Pennygrows Ltd.
Perelman, Albert and Lorraine, JTWROS
Periman, Abbe Lynn
Perlman, Andrew T.
Perlman, Lesley A.
Perlman, Robert S.
Perrine, Gary R. and Rebecca C.
Petrus, Paul F.
Pfrommer, John W.
Pintsov, Leon A.
Pitts, John R.
Pohrer, Cori S.
Porcelain Partners, L.P.
Progressive Ins. Agency Inc.
Prudential Securities C/F John C. Martin IRA Rollover
Rich, Rodney L. and Kristin O., JTWROS
Richey, Jr., Sheffield C.
Ringier AG
Robinson, Newton Y.
Rockford Income Partnership
Rolls, Elizabeth A.
Ronald L. Nilsen & Carolyn M. Nilsen JTWROS
Ronald S. Sheldon, as Trustee, or his successors in trust,
of the Ronald S.
Sheldon Trust, dated November 9, 1998
Rosenberg, David
Rubin, Michael

NAME OF SHAREHOLDERS
--------------------

Saiia, Joseph A.
Sally S. Levy Marital Trust U/W John Levy 6/17/87
Salm, Alex and Caryn
Samual J. Holtzman Trust
SANPAOLO BANK S.A.
Saperstein, Paul E.
Sauer, Harry and Judy, as joint tenants
Schloo, Dietmer
Schwimer, Alfred and Cheryl M., as joint tenants
Shapiro, Edward
Sharomart Limited Partners, L.P.
Shuman, Dr. Alan M. and Jody, as joint tenants
Sigma Services Corp.
Slater, Bertram H.
Solomos, Stacy
Spencer Trask Securities, Inc.
Spitzman, David and Mary D., as joint tenants
State Street Bank and Trust Co, TTEEAIG Trading Group Inc.
Deferred
Compensation Plan FBO Henry Volquardsen
Stephen Kelly Warren Trust "A"
Swedroe Family Limited Partnership
Tanner, Christy
The Rayer Investment Company, LP
The William K. Warren Foundation
Tucker Anthony, Inc. C/F Richard W. Greene IRA DTD 11/08/99
UBS AG, Zurich
Venturetec, Inc.
Verstraeten, Thierry
Viatel, Inc.
Vito Stamato Family Ltd. Pshp.
Ward, David A.
Warner, Larry and Rebecca S., as joint tenants
Werlinich, Greg
Westermann, Alexis
Wierner Charitable Remainder Unitrust
Wilensky, M.D., Allan S.
William K. Warren, Jr. Trust A.
William M. Van Cleve Trust dated 6/19/95
Williams K. Warren, Jr. Trust A.
Williams M. Van Cleve Trust dated 6/19/95
Wilmer Stoudt & Helen Stoudt, JTWROS
Wolfe, Emily Allen
Wolfe, J. Michael
Womack, Betty
Wong, Barbara Schepps and Richard, tenants in common
Wood Asset Management, LTD

NAME OF SHAREHOLDERS
--------------------

Yordy, Harold and Phyllis, tenants in common
Yordy, Michael and Jennifer, as joint tenants
Zeiman, Marvin
Zeiman TIC, Martin and Robert
Zizzamia, J/T/W/R/O/S, Patricia K. Zizzamia and Mark H.
Zucker, Robert D.

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

1 Profit and non-profit entities with five or less employees

SHAREHOLDERS AGREEMENT BETWEEN EACH OF THE SHAREHOLDERS IN PRIORITY TELECOM N.V. AND UNITED PAN-EUROPE COMMUNICATIONS N.V. AND PRIORITY TELECOM N.V. ALLEN & OVERY NEW YORK INDEX

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