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<SEC-DOCUMENT>/in/edgar/work/0000950123-00-010513/0000950123-00-010513.txt : 20001115
<SEC-HEADER>0000950123-00-010513.hdr.sgml : 20001115
ACCESSION NUMBER:		0000950123-00-010513
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20001114
GROUP MEMBERS:		BRIAN SHERMAN
GROUP MEMBERS:		EQUITILINK LTD
GROUP MEMBERS:		EQUITILINK U.S.A., INC.
GROUP MEMBERS:		LAURENCE FREEDMAN

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIRST AUSTRALIA FUND INC
		CENTRAL INDEX KEY:			0000779336
		STANDARD INDUSTRIAL CLASSIFICATION:	 [0000
]		IRS NUMBER:				133304681
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1031
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		SC 13D/A
			SEC ACT:		
			SEC FILE NUMBER:	005-55117
			FILM NUMBER:		763141
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		100 MUDBERRY STREET
				CITY:			NEW YORK
				STATE:			NJ
				ZIP:			07102-4077
				BUSINESS PHONE:		2122141250
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		100 MUDBERRY STREET
					CITY:			NEWARK
					STATE:			NJ
					ZIP:			07102-4077
</MAIL-ADDRESS>
</SUBJECT-COMPANY>

					FILED BY:		

						COMPANY DATA:	
							COMPANY CONFORMED NAME:			EQUITILINK LTD
							CENTRAL INDEX KEY:			0001083114
							STANDARD INDUSTRIAL CLASSIFICATION:	 [
]</COMPANY-DATA>

							FILING VALUES:
								FORM TYPE:		SC 13D/A
</FILING-VALUES>

								BUSINESS ADDRESS:	
									STREET 1:		190 GEORGE STREET LEVEL 3
									STREET 2:		SYDNEY NSW 2000 AUSTRALIA
									BUSINESS PHONE:		01161299502888
</BUSINESS-ADDRESS>

									MAIL ADDRESS:	
										STREET 1:		190 GEORGE STREET LEVEL 3
										STREET 2:		SYDNEY NWS 2000 AUSTRALIA
</MAIL-ADDRESS>
</FILED-BY>
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>y42614sc13da.txt
<DESCRIPTION>AMENDMENT NO. 7 TO SCHEDULE 13D
<TEXT>

<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 7)*

                         The First Australia Fund, Inc.
                         -------------------------------
                                (Name of Issuer)

                          Common Stock ($.01 par value)
                         ------------------------------
                         (Title of Class of Securities)

                                  318652104
                                  ------------
                                 (CUSIP Number)

                             Meredith M. Brown, Esq.
                              Debevoise & Plimpton
                                875 Third Avenue
                               New York, NY 10022


- --------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                November 10, 2000
                               ------------------
             (Date of Event which Requires Filing of this Statement)

              If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), (f) or (g), check the
following box [ ].

              Note: Schedules filed in paper format shall include a signed
original and five copies of the Schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.

              The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

              The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).


<PAGE>   2


<TABLE>
<S>                                                                           <C>
1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Laurence Freedman
      I.R.S. No.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                        (a) [ ]
                                                                                              (b) [ ]

3     SEC USE ONLY

4     SOURCE OF FUNDS
      AF, PF

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS                                                                  2(d) OR 2(e)[ ]


6     CITIZENSHIP OR PLACE OF ORGANIZATION
      Australia

7     SOLE VOTING POWER

 NUMBER OF
   SHARES                  4,000
BENEFICIALLY          8    SHARED VOTING POWER
  OWNED BY
    EACH                   2,751,908(1)
  REPORTING           9    SOLE DISPOSITIVE POWER
   PERSON
    WITH                   4,000
                      10   SHARED DISPOSITIVE POWER

                           2,751,908

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                           2,751,908

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                          [ ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           16.0%

14       TYPE OF REPORTING PERSON

                IN


</TABLE>


- ------------------
(1) An affiliate of Messrs. Freedman and Sherman has agreed to sell 2,742,461
    shares.


                                        2


<PAGE>   3
<TABLE>
<S>                                                                                     <C>
1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Brian Sherman
      I.R.S. No.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                           (a) [ ]
                                                                                                 (b) [ ]

3        SEC USE ONLY


4        SOURCE OF FUNDS
      AF, PF

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TOITEMS

                                                                                         2(d) OR 2(e)[ ]
6     CITIZENSHIP OR PLACE OF ORGANIZATION
      Australia

                      7    SOLE VOTING POWER
 NUMBER OF
   SHARES                  4,000
BENEFICIALLY          8    SHARED VOTING POWER
  OWNED BY
    EACH                   2,751,908(2)
  REPORTING           9    SOLE DISPOSITIVE POWER
   PERSON
    WITH                   4,000
                      10   SHARED DISPOSITIVE POWER

                           2,751,908

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,751,908

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                          [ ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         16.0%

14       TYPE OF REPORTING PERSON
         IN

</TABLE>

- -------------------
(2) An affiliate of Messrs. Freedman and Sherman has agreed to sell 2,742,461
    shares.

                                        3


<PAGE>   4


<TABLE>
<S>                                                                                     <C>
1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      EquitiLink Limited
      I.R.S. No.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                           (a) [ ]
                                                                                                 (b) [ ]
3        SEC USE ONLY


4        SOURCE OF FUNDS
         WC, BK


5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS         2(d) OR 2(e)[ ]


6     CITIZENSHIP OR PLACE OF ORGANIZATION
      New South Wales, Australia

7        SOLE VOTING POWER

 NUMBER OF
   SHARES                  None
BENEFICIALLY          8    SHARED VOTING POWER
  OWNED BY
    EACH                   1,068,950(3)
  REPORTING           9    SOLE DISPOSITIVE POWER
   PERSON
    WITH                   None
                      10   SHARED DISPOSITIVE POWER

                           1,068,950

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                           1,068,950

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                          [ ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           6.2%

14       TYPE OF REPORTING PERSON
         HC, CO

</TABLE>

- -------------------
(3) An affiliate of Messrs. Freedman and Sherman have agreed to sell 2,742,461
    shares.


                                        4


<PAGE>   5


<TABLE>
<S>                                                                                     <C>


1     NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      EquitiLink U.S.A., Inc.
      I.R.S. No. 521635331

2              CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                  (a) [ ]
                                                                                                 (b) [ ]
3        SEC USE ONLY


4        SOURCE OF FUNDS
         AF

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS         2(d) OR 2(e)[ ]


6     CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

7     SOLE VOTING POWER

 NUMBER OF
   SHARES                  None
BENEFICIALLY          8    SHARED VOTING POWER
  OWNED BY
    EACH                   1,624,627(4)
  REPORTING           9    SOLE DISPOSITIVE POWER
   PERSON
    WITH                   None
                      10   SHARED DISPOSITIVE POWER


11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                           1,624,627

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                          [ ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           9.5%

14       TYPE OF REPORTING PERSON
         CO
</TABLE>

- ----------------------
(4) An affiliate of Messrs. Freedman and Sherman have agreed to sell 2,742,461
shares.


                                        5


<PAGE>   6



                            Statement on Schedule 13D

       This Amendment No. 7 amends and supplements Items 4, 5, 6 and 7 of the
       Schedule 13D of the Reporting Persons with respect to the shares of
       common stock, par value $.01 per share, of The First Australia Fund, Inc.
       (the "Fund") as originally filed on April 1, 1999 and as amended by
       Amendment No. 1 thereto filed on July 9, 1999, Amendment No. 2 thereto
       filed on August 27, 1999, Amendment No. 3 thereto filed on September 30,
       1999, Amendment No. 4 thereto filed on October 21, 1999, Amendment No. 5
       thereto filed on November 4, 1999 and Amendment No. 6 thereto filed on
       December 7, 1999.

       1.     Items 4 and 6 of the Schedule 13D are hereby amended by adding
       thereto the following:

              On November 10, 2000, EquitiLink Holdings Limited, EquitiLink
              Limited, EquitiLink International Management Limited and
              EquitiLink U.S.A., Inc. (the "Sellers") entered into a Stock
              Purchase Agreement (the "Agreement") with Mira, L.P. ("Mira"),
              pursuant to which the Sellers agreed to sell to Mira 2,742,461
              shares of Common Stock. The shares of Common Stock to be sold
              constitute all of the Common Stock beneficially owned by the
              Reporting Persons, except for 4,000 shares held by each of
              Laurence Freedman and Brian Sherman and 5,447 shares held by
              EquitiLink International Management Limited. Mira has also agreed
              that it will not solicit proxies in opposition to the proposal to
              approve a new management agreement and a new advisory agreement
              at the Fund's special meeting of shareholders scheduled for
              November 30, 2000, and that it will vote all shares of Common
              Stock beneficially owned by it in favor of the proposal. A copy
              of the Agreement is attached hereto as Exhibit 6 and is
              incorporated herein by reference.

       2.     Item 5 of the Schedule 13D is hereby amended by adding thereto the
       following:

              (a) The Reporting Persons beneficially own an aggregate of
              2,755,908 shares of Common Stock, constituting approximately 16.0%
              of the


                                        6


<PAGE>   7


              outstanding shares of Common Stock (computed on the basis of
              17,189,998 shares of Common Stock outstanding as of April 30, 2000
              as reported in the Fund's Semi-Annual Report to the SEC on Form
              N-30D for the six months ended April 30, 2000). In the aggregate,
              all persons named in Item 2 and Annex A to the Schedule 13D as
              originally filed on April 1, 1999, which is incorporated herein by
              reference, beneficially own 2,756,915.7907 shares of Common Stock,
              which represents approximately 16.0% of the outstanding shares of
              Common Stock.

              (b) Each of Laurence Freedman, Brian Sherman and Richard Strickler
              owns 4,000, 4,000 and 1,007.7907 shares of Common Stock,
              respectively, with sole voting and dispositive power for all such
              shares.

              (c) On November 10, 2000, EquitiLink Holdings Limited, EquitiLink
              Limited, EquitiLink International Management Limited, and
              EquitiLink U.S.A., Inc. entered into a Stock Purchase Agreement
              with Mira, L.P., pursuant to which the Sellers agreed to sell to
              Mira 2,742,461 shares of Common Stock.

       3.     Item 7 of the Schedule 13D is hereby amended and supplemented to
       add the following:

Item 7.  Materials to be Filed as Exhibits.

         EXHIBIT 6. Stock Purchase Agreement, dated as of November 10, 2000,
         among Mira, L.P. and EquitiLink Holdings Limited, EquitiLink Limited,
         EquitiLink International Management Limited, and EquitiLink U.S.A.,
         Inc.


                                        7


<PAGE>   8


                                    SIGNATURE


        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to the
undersigned is true, complete and correct.

Date:  November 10, 2000
                                  Laurence Freedman


                                  /s/ Laurence Freedman
                                  ---------------------------------------------

                                  Brian Sherman


                                  /s/ Brian Sherman
                                  ---------------------------------------------


                                  EQUITILINK LIMITED


                                  By:  /s/ Barry Sechos
                                      -----------------------------------------
                                      Name:   Barry Sechos
                                      Title:  Director


                                  EQUITILINK U.S.A., INC.


                                  By:  /s/ Richard P.
                                      -----------------
                                  Strickler
                                  ------------------------------------
                                      Name:  Richard P. Strickler
                                      Title: Managing Director


                                        8


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>2
<FILENAME>y42614ex99-6.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>

<PAGE>   1


                            STOCK PURCHASE AGREEMENT

        AGREEMENT, dated as of November 10, 2000 (the "Agreement"), among Mira,
L.P. (the "Purchaser"), and EquitiLink Holdings Limited, EquitiLink Limited,
EquitiLink International Management Limited and EquitiLink U.S.A., Inc. (the
"Sellers").

        1. Purchase and Sale. (a) The Sellers agree to sell, or cause one of
their affiliates to sell, to the Purchaser, and the Purchaser agrees to purchase
from the Sellers or such affiliate, upon the terms and subject to the conditions
set forth herein, 2,742,461 shares (the "Shares") of common stock, par value
$.01 per share (the "Fund Common Stock"), of The First Australia Fund, Inc., a
Maryland corporation (the "Fund"), at an aggregate price (the "Purchase Price")
equal to the product of (a) 2,742,461 (as may be adjusted pursuant to Section
1(b)) and (b) the average of the daily volume-weighted average price per share
of Fund Common Stock on the American Stock Exchange ("AMEX") over the Measuring
Period. The "Measuring Period" shall be the ten trading days immediately
following the earlier of (i) the fifth business day following the closing (the
"Aberdeen Closing") of the transactions contemplated by the Share Sale
Agreement, dated October 19, 2000, among Aberdeen Asset Management, PLC, the
Seller, EIML Australia Pty Limited and the shareholders of EquitiLink
International (Channel Islands) Limited (the "Aberdeen Agreement") and (ii)
January 15, 2001.

        (b) If the number of outstanding shares of Fund Common Stock is
increased or decreased as a result of any stock dividend, stock split, stock
combination or other similar corporate action, the number of Shares subject to
this Agreement shall be equitably adjusted to take into account such event.

        2. Withdrawal of Proxy Statement. In consideration of the terms and
conditions set forth herein, the Purchaser agrees promptly to make an
appropriate filing under the U.S. federal proxy rules stating that it will not
continue to solicit, and will not vote, proxies in opposition to the proposal to
approve the Fund's new management agreement and the new advisory agreement at
the special meeting of the Fund's stockholders scheduled to be held on November
30, 2000 (the "Proposal"), and that it will not solicit such proxies after the
date hereof.

        3. Purchaser's Representations and Warranties. The Purchaser represents
and warrants to the Seller that (a) the Purchaser is duly authorized to execute
and deliver this Agreement, (b) this Agreement is a valid and binding agreement,
enforceable against the Purchaser in accordance with its terms and (c) the
Purchaser has, or will have by Closing, the funds needed to pay for the Shares.

        4. Sellers' Representations and Warranties. The Sellers jointly and
severally represent and warrant to the Purchaser that (a) each Seller is duly
authorized to execute and deliver this Agreement and that this Agreement is a
valid and binding agreement,


<PAGE>   2


enforceable against such Seller in accordance with its terms, (b) the sale and
delivery of the Shares to Purchaser in accordance with the terms hereof will
vest in Purchaser legal and valid title to the Shares, free and clear of all
liens and encumbrances (other than any liens or encumbrances arising as a result
of the ownership of the Shares by the Purchaser), (c) the Sellers currently
anticipate that the Aberdeen Closing will occur prior to January 2001, and (d)
as of the date hereof and as of the date of the Closing, the Sellers have
aggregate net assets with a value of at least $80 million.

       5. Closing. The closing of the purchase and sale of the Shares
contemplated hereby (the "Closing") shall take place at the offices of Debevoise
& Plimpton, 875 Third Avenue, New York, N.Y. 10022, at 10:00 a.m. on the first
business day after the later of (a) the date that the conditions set forth in
Section 6 shall be satisfied or waived and (b) the last day of the Measuring
Period, or such other time, date or place as the parties may mutually agree. At
the Closing:

              (i) the Sellers or one of their affiliates will sell, transfer and
       deliver the Shares, represented by certificates duly endorsed in blank or
       other instruments of transfer; and

              (ii) the Purchaser will purchase the Shares and deliver to the
       Sellers or one of their affiliates the Purchase Price by a wire transfer
       of immediately available funds to the previously designated account of
       the Sellers or one of their affiliates.

       6. Conditions Precedent. The respective obligations of the Purchaser and
the Sellers to consummate the purchase and sale of the Shares as provided herein
(the "Transaction") is subject to (a) the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), having been terminated or expired; (b) there not being in effect any
injunction or other order issued by a court of competent jurisdiction
restraining or prohibiting the consummation of the Transaction; (c) the Aberdeen
Closing having occurred; and (d) all consents and approvals from all
governmental and self-regulatory authorities necessary for the consummation of
the Transaction having been obtained.

       7. Certain Covenants. (a) The Purchaser agrees to vote all shares of Fund
Common Stock beneficially owned by the Purchaser in favor of the Proposal at the
Special Meeting.

       (b) The Purchaser agrees that prior to the Closing it will not directly
or indirectly seek or propose (i) to initiate, or join any person in initiating,
any action to influence or control the Fund's management or policies (provided
that this covenant shall not restrict the Purchaser from voting its shares of
Fund Common Stock as it sees fit, except as otherwise provided in Sections 7(a)
and 7(b)(ii)), or (ii) to take any action or support any


                                        2


<PAGE>   3


action by any other person that is in opposition to the Proposal or to
shareholder approval of the Proposal.

       (c) The Purchaser agrees that it will not take any action intentionally
to depress the trading price of the Fund Common Stock.

       (d) The Sellers and the Purchaser agree to use all commercially
reasonable efforts to obtain as promptly as possible all regulatory approvals
required for them to consummate the Transaction as provided herein, including,
without limitation, approvals under the HSR Act. The Sellers will not
intentionally take or omit to take any action to delay the Aberdeen Closing
beyond December 2000. The Sellers will give the Purchaser reasonable advance
notice, to the extent practicable, of the date of the Aberdeen Closing.

       (e) The Sellers agree to notify the Purchaser promptly if (i) they learn
that the Aberdeen Closing will occur after December 2000, (ii) the Aberdeen
Agreement is terminated, or (iii) they learn of any event that would result in a
failure of the conditions set forth in Section 6 to be satisfied or that would
constitute a breach of their representations, warranties or covenants hereunder.
The Purchaser agrees to notify the Sellers promptly if it learns of any event
that would result in a failure of the conditions set forth in Section 6 to be
satisfied or that would constitute a breach of its representations, warranties
or covenants hereunder.

       (f) The Purchaser acknowledges that the Sellers are affiliates of the
Fund, within the meaning of Rule 405 under the Securities Act. The Purchaser
agrees that it will not sell the Shares otherwise than in compliance with Rule
144 under the Securities Act of 1933, as amended (the "Securities Act"), or
otherwise in a transaction that does not require registration under the
Securities Act.

       8. Distributions. The Purchaser acknowledges and agrees that the Sellers
shall be entitled to receive the distribution on the Fund Common Stock declared
in December 2000 (the "December Distribution") with respect to the Shares, to
the extent the December Distribution is in the ordinary course consistent with
past practice. The Sellers agree that the Purchaser shall be entitled to receive
any other distribution made or declared with respect to the Shares during the
term of this Agreement.

       9. Expenses. Each of the parties hereto shall pay its own expenses
incurred in connection with this Agreement.

       10. Survival. All representations, warranties and agreements made by the
Sellers and by the Purchaser in this Agreement shall survive the Closing
hereunder and any investigation at any time made by or on behalf of either party
hereto.


                                        3


<PAGE>   4


       11. Notices. All notices, claims, requests, demands and other
communications hereunder will be in writing and will be deemed to have been duly
given if delivered or mailed (registered or certified mail, postage prepaid,
return receipt) as follows:

       (a)  If to the Purchaser, to:

       Mira, L.P.
       C/o Zurich Capital Markets, Inc.
       One Chase Manhattan Plaza
       New York, NY  10005
       Attention:  Terence S. Leighton

       with a copy to:

       Wilmer, Cutler & Pickering
       2445 M Street, N.W.
       Washington, D.C.  20037
       Attention:  Matthew A. Chambers


       (b)  If to the Sellers, to:

       EquitiLink Holdings Limited
       Level 3, 190 George Street
       Sydney, NSW, 2000
       Australia
       Attention:  Barry G. Sechos

       with a copy to:

       Debevoise & Plimpton
       875 Third Avenue
       New York, N.Y.  10022
       Attention:  Meredith M. Brown

       or such other address as the person to whom notice is to be given may
       have previously furnished to the others in writing in the manner set
       forth above (provided that notice of any change of address shall be
       effective only upon receipt thereof).

              12. Termination. This Agreement shall terminate without liability
       to any party if all conditions to the Closing shall not have been
       satisfied or waived on or prior to February 28, 2000, provided that such
       termination shall not relieve any


                                        4


<PAGE>   5


       party from obligation for any breach of this Agreement prior to
       termination.

              13. Miscellaneous. This Agreement may not be modified, amended,
       altered or supplemented except upon the execution and delivery of a
       written agreement executed by the parties hereto. No party to this
       Agreement may assign any of its rights or obligations under this
       Agreement without the prior written consent of the other parties, except
       that the rights and obligations of the Purchaser may be assigned by the
       Purchaser to a third party, but no such transfer shall relieve the
       Purchaser of its obligations hereunder if such transferee does not
       perform such obligations. This Agreement may be executed in two or more
       counterparts, each of which will be deemed to be an original but all of
       which together will constitute one and the same instrument. This
       Agreement shall be governed by and construed in accordance with the laws
       of the State of New York (regardless of the laws that might otherwise
       govern under applicable New York principles of conflicts of law). The
       Sellers and the Purchaser agrees to use its commercially reasonable
       efforts to cause the conditions to Closing set forth herein to be
       satisfied and to cause the Closing to occur in accordance with the terms
       hereof. At any time or times from and after the Closing, the Sellers, on
       the one hand, and the Purchaser, on the other hand, shall, at the request
       of the other party, execute and deliver any further instruments and
       documents and take all such further action as such other may reasonably
       request in order to evidence or effect the consummation of the
       Transaction.


                                        5


<PAGE>   6


       IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the general partner of the Purchaser and by duly authorized officers of the
Sellers as of the date first written above.

                                     MIRA, L.P.

                                     By:  Zurich Capital Markets, Inc.,
                                            its General Partner



                                     By:  /s/Terence S. Leighton
                                          -------------------------------------
                                          Name:  Terence S. Leighton
                                          Title: Managing Director


                                     EQUITILINK HOLDINGS LIMITED



                                     By:  /s/ Laurence Freedman
                                          -------------------------------------
                                          Name:  Laurence Freedman
                                          Title: Director


                                     EQUITILINK LIMITED



                                     By:  /s/ Laurence Freedman
                                          -------------------------------------
                                          Name: Laurence Freedman
                                          Title:Director


                                     EQUITILINK INVESTMENT
                                       MANAGEMENT LIMITED



                                     By:  /s/ Laurence Freedman
                                          -------------------------------------
                                          Name: Laurence Freedman
                                          Title:Director


                                        6


<PAGE>   7


                                     EQUITLINK U.S.A., INC.



                                     By:    /s/ Richard P. Strickler
                                            -----------------------------------
                                            Name:  Richard P. Strickler
                                            Title: Managing Director





                                        7

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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