THIS AGREEMENT is made this 21 day of March 2007

Exhibit
      (e) (1)
 
THIS
      AGREEMENT is made this 21 day of March 2007
 
BETWEEN:
 
            (1)

            PEGASUS,
                a public company with limited liability (naamloze vennootschap),
                incorporated under the laws of The Netherlands, having its registered
                seat
                at Amsterdam, and its address at Xxxxxx Xxxxxxxxxx 00 XX0000, 0000
                XX,
                Xxxxxxxxx, Xxx Xxxxxxxxxxx ("Pegasus");
                and

            (2)

            ODYSSEUS,
                a public limited company, incorporated under the laws of England
                and
                Wales, having its registered seat at London, and its address at 0
                Xxxxxxxxx Xxxxx, Xxxxxx Xxxxx, X00 0XX, Xxxxxx, Xxxxxx Xxxxxxx
                ("Odysseus");

WHEREAS:
 
            A.

            In
                connection with the potential interest of the Parties in a negotiated
                transaction involving a combination of Pegasus and Odysseus by way
                of a
                public offer, a merger, asset transfer or any alternative transaction
                structure to be determined between the Parties (the
                "Transaction"), Pegasus and Odysseus are exploring such
                Transaction, on the basis of the principles as set forth in Annex
                1 hereto;

            B.

            In
                order to enable Odysseus to make an informed assessment of Pegasus,
                and in
                order to enable Pegasus to make an informed assessment of Odysseus,
                each
                Party (the "Disclosing Party") may, subject to any
                restrictions imposed by applicable law, provide the other Party (the
                "Receiving Party") with information on the condition that
                the Receiving Party shall have confirmed its agreement with the terms
                and
                conditions set forth herein by signing this
                agreement.

            1.

            DEFINITIONS
                AND INTERPRETATION

            1.1

            In
                this Agreement the term "Confidential Information" shall
                include all business, financial, legal, operational and marketing
                information, or other information of a non-public, confidential or
                proprietary nature, relating to the Disclosing Party's business,
                which may
                be disclosed to the Receiving Party prior to, during or in connection
                with
                the Transaction orally or in writing or any other form, including
                but not
                limited to notes, analyses, interpretations, compilations, forecasts,
                studies or other documents prepared by the Receiving Party and its
                respective agents, representatives (including, but not limited to,
                outside
                legal counsel, accountants, consultants and financial advisers) or
                employees, that contain, reflect or are otherwise based in whole
                or in
                part upon such information; the term Confidential Information does
                not
                include any information which is:

            1.1.1

            generally
                known to the public, provided that such is not the result of any
                violation
                by the Receiving Party or any of its Representatives of any of the
                terms
                and conditions set forth in this
                Agreement;

            1.1.2

            available
                to the Receiving Party on a non-confidential basis from a source
                other
                than the Disclosing Party or its external advisors, unless the Receiving
                Party knows or should reasonably have known that the information
                was
                obtained unlawfully by such other source;
                or

            1.1.3

            independently
                acquired or developed by the Receiving Party, without violating any
                of the
                obligations pursuant to this Agreement and without using any of the
                Confidential Information.

            1.2

            In
                this Agreement, a reference to:

            1.2.1

            a
                clause, paragraph or schedule, unless the context otherwise requires,
                is a
                reference to a clause, paragraph of, or schedule to, this
                Agreement;

            1.2.2

            a
                person includes a reference to a body corporate, association or
                partnership;

            1.2.3

            a
                Receiving Party shall include a reference to its directors, employees
                and/or representatives (including, but not limited to, lawyers,
                accountants, consultants and financial advisors) of such Receiving
                Party
                or any other person retained by the Receiving Party and involved
                in the
                Transaction, who shall hereinafter be referred to as the
                "Representatives", unless the context indicates
                otherwise;

            1.2.4

            a
                "Related Person" shall mean, in respect of a company, any
                person or entity directly or indirectly solely or jointly controlling
                or
                controlled by that company, any of its group companies, shareholders
                (excluding the shareholders in Pegasus and Odysseus, respectively),
                supervisory directors and managing directors, employees, advisers,
                agents
                and consultants at any time during the period in which the provisions
                of
                this Agreement apply;

            1.2.5

            a
                "group company" or "group companies"
                shall be construed in accordance with Section 2:24b of the Dutch
                Civil
                Code.

            1.3

            The
                headings in this Agreement are for convenience only and do not affect
                its
                interpretation.

            2.

            CONFIDENTIAL
                INFORMATION

            2.1

            During
                the course of negotiations the Parties may exchange Confidential
                Information with each other.

            2.2

            The
                Receiving Party and its Representatives may use any Confidential
                Information received hereunder solely for the purpose of the assessment
                of
                the Disclosing Party for the purpose of evaluating the Transaction
                and
                shall not use the Confidential Information in any other way or for
                any
                other purpose.

            2.3

            The
                Confidential Information shall be kept secret and confidential and
                shall
                not, without the prior written consent of the Disclosing Party and
                subject
                to the provisions of this Agreement, be disclosed, either directly
                or
                indirectly, by the Receiving Party in any manner whatsoever, in whole
                or
                in part.

-2-

            2.4

            The
                Receiving Party may only disclose Confidential Information to its
                Representatives who are directly concerned with the assessment of
                the
                Disclosing Party for the purpose of evaluating, concluding or completing
                the Transaction and only to such of the Representatives who need
                to know
                the Confidential Information for these purposes. Each Receiving Party
                shall keep an up-to-date list of all Representatives that are involved
                in
                the Transaction. At the request of the Disclosing Party, the Receiving
                Party shall submit a copy of such list to the Disclosing
                Party.

            2.5

            Each
                Party shall take reasonable steps to ensure that its Representatives
                are
                aware of the terms of this Agreement. In addition, each Receiving
                Party
                shall ensure that any of its Representatives who receives any Confidential
                Information adheres to the terms of this Agreement and more specifically
                Clause 2 as if such Representative were a party hereto instead of
                the
                Receiving Party. Each Receiving Party will be responsible for any
                breach
                of this Clause 2 by its
                Representatives.

            2.6

            In
                the event that the Receiving Party or any of its Representatives
                becomes
                legally compelled (by deposition, interrogatory, request for documents,
                subpoena, civil investigative demand or similar process) to disclose
                any
                Confidential Information provided by or on behalf of the other Party,
                the
                Receiving Party or its Representatives, as applicable, shall, to
                the
                extent legally permissible:

            2.6.1

            use
                reasonable efforts to provide the Disclosing Party with prompt written
                notice of such requirement as soon as practicable after such requirement
                becomes effective;

            2.6.2

            use
                reasonable efforts to provide the Disclosing Party, in advance of
                any such
                disclosure, with specific details of the Confidential Information
                provided
                by the Disclosing Party to the Receiving Party that the Receiving
                Party
                intends to disclose (and the relevant text of any disclosure language
                itself, if applicable) so that the Disclosing Party may seek a protective
                order or other appropriate remedy or the Disclosing Party may waive
                compliance with the terms of this Agreement;
                and

            2.6.3

            reasonably
                cooperate with the Disclosing Party in seeking such a protective
                order or
                other confidential treatment for the Confidential Information. In
                the
                event such protective order or other remedy is not obtained or the
                Disclosing Party waives compliance with the provisions hereof and
                the
                Receiving Party or any of its Representatives are, upon the advice
                of
                outside legal counsel to the Receiving Party, legally compelled to
                disclose the Confidential Information to any court or tribunal, the
                Receiving Party and its Representatives may furnish only that portion
                of
                the Confidential Information that is, upon the advice of outside
                legal
                counsel to the Receiving Party, legally required (provided that the
                Receiving Party and its Representatives exercise all reasonable efforts
                to
                obtain assurance that confidential treatment will be accorded such
                Confidential Information).

            3.

            CONTACTS
                WITH COMPETENT AUTHORITIES

            3.1

            The
                Parties recognise that, in order to investigate the feasibility of
                the
                Transaction, it is essential for the Parties to closely coordinate
                their
                approaches to, discussions with, requests for approvals, declarations,
                licences, orders, consents and waivers from,
                and

-3-

                submissions
                    and filings with the competent supervisory authorities, regulators
                    and
                    governmental authorities in the jurisdictions in which the Parties
                    conduct
                    their business in relation to the Transaction (each a "Competent
                    Authority", and together the "Competent
                    Authorities"). Therefore, each Party undertakes with the other
                    Party that it shall:

            3.1.1

            discuss
                and draw up with the other Party an overview of filings, approvals,
                declarations, licences, orders, consents and waivers with or from,
                as the
                case may be, any Competent Authority that the Parties believe are
                necessary or reasonably conducive to completing the Transaction,
                including
                any aspect thereof (the "Filings"), as well as the time
                required for preparing and submitting those Filings to the relevant
                Competent Authorities;

            3.1.2

            keep
                the other Party reasonably informed of any discussions between such
                Party
                and its lead regulators (which, in relation to Odysseus, shall mean
                the
                Competent Authorities in the United Kingdom and in relation to Pegasus,
                shall mean the Competent Authorities in the Netherlands (each a
                "Lead Regulator")) in relation to the Transaction, and
                engage in prior coordination with such other Party as to the timing,
                contents and manner of any discussions with its Lead Regulators in
                relation to the Transaction to the extent such is reasonably deemed
                appropriate and conducive;

            3.1.3

            keep
                the other Party reasonably informed of any discussions in relation
                to the
                Transaction between such Party and its Competent Authorities in the
                United
                States (the "US Authorities"), and engage in prior
                coordination and consultation with such other Party as to: (i) the
                timing,
                contents and manner of any discussions in relation to the Transaction
                with
                its US Authorities to the extent such is reasonably deemed appropriate
                and
                conducive; and (ii) as to the disclosure to its US Authorities of
                any
                Confidential Information;

            3.1.4

            not
                approach or initiate discussions with any Competent Authority other
                than
                the respective Lead Regulators and the respective US Authorities
                (each, a
                "Remaining Competent Authority") in relation to the
                Transaction, or any aspect thereof, and procure that its Representatives
                do not contact any Remaining Competent Authority in relation to the
                Transaction, or any aspect thereof without prior coordination with
                the
                other Party as to the timing, contents and manner of such approach
                or
                discussions, taking into account such other Party's reasonable requests,
                and obtain such other Party's prior written approval in relation
                to the
                disclosure to any Remaining Competent Authority of any Confidential
                Information provided by the other Party to such
                Party;

            3.1.5

            promptly
                inform the other Party upon receiving, directly or indirectly, any
                communication, orally or in writing or in any other form, from any
                Remaining Competent Authority in relation to the Transaction, and
                in
                particular upon receiving, directly or indirectly, any indication
                from any
                Remaining Competent Authority in relation to a fact or circumstance
                that
                will, or is reasonably expected to, adversely affect the ability
                of the
                Parties to complete the Transaction, or any aspect thereof, as envisaged
                by the Parties.

-4-

            4.

            NON-DISCLOSURE
                AND ANNOUNCEMENTS

            4.1

            The
                disclosure of a Party's possible interest in the Transaction could
                have a
                material adverse effect on such Party's or the other Party's business.
                Accordingly, neither Party shall, and agrees that none of its
                Representatives shall, without the prior written consent of the other
                Party, directly or indirectly, disclose or announce to any person
                or
                entity (other than to a Representative in accordance with the provisions
                of Clause 2 (Confidential Information)), the contents of this Agreement,
                the fact that Confidential Information has been made available in
                connection with the Transaction, the contents of the discussions
                that are
                taking place or have taken place concerning the Transaction or any
                other
                potential business relationship between the Parties or any of the
                terms,
                conditions or other facts with respect thereto, including the status
                thereof, nor will either Party make any announcement relating to
                any of
                the matters referred to above or of any interest in the Transaction,
                except as provided in Clause 4.2
                below.

            4.2

            Where
                any of the parties reasonably determines, after having taken advice
                from
                such Party's outside legal counsel and its financial advisers, and
                acting
                in good faith, that a disclosure or announcement is required by law,
                regulations, any rule of any relevant stock exchange, any governmental
                authority, other authority with relevant powers or court order (the
                ''Announcing Party") and such Party is not otherwise in
                breach of this Agreement, the disclosure or announcement shall be
                made by
                the Announcing Party, as appropriate in the reasonable opinion of
                the
                Announcing Party, after consultation (but without undue delay) between
                the
                Parties and taking into account any of the Parties' reasonable
                requirements as to its timing, contents and manner of making or despatch
                provided, however, that under no circumstance shall such disclosure
                or
                announcement contain references that, directly or indirectly, reveal
                the
                identity of the other Party or the terms of any proposal communicated
                by
                such Party, including without limitation any financial terms, price
                or
                exchange ratio, without such Party's prior written
                consent.

            5.

            NO-TALK
                AND NON-SOLICITATION

            5.1

            Neither
                Party shall without the prior written consent of the other Party,
                initiate
                any contact (except in relation to discussions regarding the Transaction,
                with the current members of the Board of Directors of Odysseus and
                the
                Management Board and Supervisory Board of Pegasus and other individuals
                specifically designated by each Party in writing) concerning the
                Transaction with directors, officers, employees, former employees,
                shareholders, customers, suppliers, external advisors or joint venture
                partners of the other Party.

            5.2

            Each
                Party agrees that for a period of twelve (12) months following the
                date of
                this Agreement, it and its group companies will not, directly or
                indirectly, solicit for employment or hire any employee of the other
                Party
                or any of its group companies with whom the Receiving Party or any
                of its
                Representatives has had contact or who became known to such Party
                or any
                of its Representatives in connection with such Party's consideration
                of
                the Transaction; provided, however, that the foregoing provision
                will not
                prevent such Party or its group companies from hiring or soliciting
                any
                such employee:

            (i)

            who
                responds to a general solicitation of such Party or any of its group
                companies conducted in the ordinary course of business (including
                any
                recruitment efforts conducted by any recruitment agency or pursuant
                to a
                bona fide advertisement or recruitment campaign in newspapers,
                magazines, internet

-5-

                or
                    any other publications) and not directed specifically at the
                    employees of
                    the other Party;

            (ii)

            with
                an annual remuneration (including pensions and bonuses) of less than
                EUR
                100,000;

            (iii)

            if
                such employee approaches such Party or any of its group companies
                on an
                unsolicited basis; if such employee has engaged in discussions in
                relation
                to a possible employment or hiring with such Party or its group companies
                within six months prior to the date of this Agreement and such discussions
                are continuing at the date of this Agreement; or if notice has been
                given
                in relation to termination of the employment of such employee with
                the
                other Party or any of its group companies before the date of this
                Agreement; or

            (iv)

            following
                termination of such employee's employment with the other Party without
                any
                solicitation or encouragement by such Party or its Related
                Persons.

            6.

            EXCLUSIVITY

            6.1

            Each
                Party undertakes that, as of the date of this letter until 18 April
                2007
                or such other date as the Parties may agree in writing, neither it
                nor any
                of its Related Persons shall, directly or indirectly, seek, initiate,
                solicit or encourage, any offer or proposal by any third party with
                respect to:

            (i)

            the
                acquisition by such third party of all or any significant part (with
                a
                market value that is at least equal to 5% of the consolidated balance
                sheet total) of its assets or of any of the shares of such Party
                or any of
                its Related Persons; or

            (ii)

            the
                issuance to such third party of any shares by such Party or any of
                its
                Related Persons except pursuant to the performance by such Party
                or any of
                its Related Persons of obligations existing on the date of this Agreement,
                including obligations arising from outstanding options, conversion
                rights
                or similar rights; or

            (iii)

            any
                other transaction which could be a material impediment to the
                Transaction;

(each
      offer or proposal relating to (i), (ii) or (iii), a "Competing
      Proposal"); or
 
            (iv)

            enter
                into any agreement or arrangement, have any discussions with (other
                than
                as permitted by Clause 6.3), engage in negotiations with, or provide
                any
                information to, any third party with respect to any Competing
                Proposal;

provided
      that nothing shall prevent either Party from acting in the ordinary course
      of
      its investment banking, stockbroking or asset or fund management business.
      Without prejudice to Clause 6.1, and for the avoidance of doubt, both Parties
      agree that it is not intended that the exclusivity arrangements set out in
      this
      Clause 6 should impair or restrict the conduct of operational activities in
      the
      ordinary course of either Party's business in any material respect.
 
-6-

            6.2

            Each
                Party warrants and undertakes to the other Party that neither it
                nor any
                of its Related Persons is currently engaged in any discussion or
                negotiations with a third party in relation to any Competing Proposal
                or
                has received any offer or request from a third party in relation
                to any
                Competing Proposal which it or any of its Related Persons is presently
                still considering.

            6.3

            If
                a
                Party receives a bona fide unsolicited Competing Proposal from a
                third party, such Party may, after having taken advice from such
                Party's
                outside legal counsel and its financial advisers and acting in good
                faith,
                provide information to and/or enter into discussions or negotiations
                and/or agreements with such third party. However, prior to entering
                into
                such negotiations, discussions or agreements with and/or providing
                information to such third party in any manner, such Party shall first
                inform the other Party in writing of its intention to do so and confirm
                that in its reasonable determination, after having taken the steps
                referred to above, the fiduciary duties of the members of its boards
                or
                board may require it to do so. In the event a notice is sent in accordance
                with the immediately preceding sentence in relation to (i) a Party's
                intention to provide to a third party information regarding its business
                of a non-public, confidential or proprietary nature; or (ii) its
                intention
                to enter into negotiations with such third party or (iii) its intention
                to
                enter into any agreements with such third party, the notice will
                so
                specify. For the avoidance of doubt, following receipt by a Party
                of a
                bona fide unsolicited indication of interest from a third party,
                such Party may have contacts with such third party to understand
                its
                contents, provided that such Party will promptly inform the other
                Party if
                after forty-eight hours following the initial approach by such third
                party, such contacts are continuing and have not been
                terminated.

            7.

            STAND
                STILL AGREEMENT

            7.1

            Subject
                to the terms of Clause 10 (Term and Termination) each Party agrees
                that it
                shall not, directly or indirectly, either alone or together with
                another
                person, without the prior written consent of the other
                Party:

            (a)

            acquire
                or dispose, or cause, assist or advise another person to acquire
                or
                dispose, or enter into an agreement or arrangement (whether legally
                binding or not) or do or omit to do any act as a result of which
                it or
                another person may acquire or dispose, any shares or other securities
                of
                the other Party or any derivative products related to any such shares
                or
                other securities or any interests in any of them (the "Relevant
                Securities");

            (b)

            obtain,
                or cause another person to obtain, or enter into an agreement or
                arrangement (whether legally binding or not) or do or omit to do
                any act
                as a result of which it or another person may obtain, (i) voting
                rights
                attached to shares in the other Party or (ii) control over the exercise
                of
                those voting rights;

             (c)

            make
                or announce, or cause, assist or advise another person to make or
                announce, an offer for any Relevant Securities or enter into an agreement
                or arrangement or do or omit to do any act as a result of which it
                or
                another person may become obliged to make or announce an offer for
                any
                shares or other securities of the other Party;
                or

-7-

            (d)

            cause,
                assist, advise or coordinate with a third party to make or announce
                an
                offer for any Relevant Securities while entering into an agreement
                or
                arrangements with such third party providing for the sale or transfer
                of
                any assets of the other Party to such
                Party.

In
      this
      Clause 7.1 an "offer" means a general, partial, tender or other type of offer
      including, without limitation, an acquisition, takeover or merger transaction
      (however effected), reverse takeover, offer by a parent company for shares
      in
      its subsidiary, share exchange or any other similar transaction.
 
            7.2

            Each
                Party undertakes not to, directly or indirectly trade in, or in any
                way
                encourage any other party to trade in, any Relevant Securities, as
                long as
                it has price sensitive information and such actions result or could
                result
                in a breach of any applicable law or regulations with respect to
                abuse of
                price sensitive information in any
                jurisdiction.

            7.3

            Each
                Party shall procure that each of its Representatives to whom the
                Confidential Information was disclosed complies with this Clause
                7.

            7.4

            Nothing
                in this Clause 7 shall prevent either Party or their respective
                Representatives from acting in the ordinary course of its investment
                banking, stockbroking or asset or fund management
                businesses.

            7.5

            The
                standstill undertakings of a Party under this Clause 7 will terminate
                at
                the earlier of:

            7.5.1

            the
                later of: (i) the date three months following the date of this Agreement;
                and (ii) the date two months following the expiry date of any extension
                agreed by the Parties of the exclusivity arrangements on the terms
                provided for in Clause 6 of this Agreement; and (iii) such other
                date as
                the Parties may agree in writing;

            7.5.2

            the
                occurrence of one or more of the following
                events:

            (a)

            the
                other Party has materially breached Clause 6;
                or

            (b)

            the
                other Party has, in accordance with Clause 6.3, given written notice
                that
                it intends to enter into negotiations or agreements with or provide
                information relating to its business of a non-public, confidential
                or
                proprietary nature to a third party that has made a bona fide
                unsolicited third party proposal of the type as contemplated by Clause
                6.3; or

            (c)

            a
                third party has indicated in writing, or has publicly announced,
                its
                intention to make a bona fide public offer for the shares or
                other securities of the other
                Party.

            8.

            ACTION
                UPON TERMINATION OF
                NEGOTIATIONS

            8.1

            If
                negotiations for the Transaction are terminated by one of the Parties,
                each Receiving Party shall, as soon as practicable and on its own
                initiative and expense:

-8-

            8.1.1

            so
                far as it is practicable to do so, return all material embodying,
                or
                copies of, Confidential Information to the other or destroy such
                without
                keeping any copies thereof;

            8.1.2

            expunge
                or destroy any Confidential Information from any computer, word processor
                or other device;

            8.1.3

            so
                far as it is practicable to do so, destroy any notes, analyses,
                compilations, forecasts, studies, interpretations or other documents
                prepared by it on the basis of the Confidential
                Information;

provided,
      however, that the Receiving Party and certain of such Party's advisors shall
      not
      be obligated to return, expunge or destroy Confidential Information, or
      otherwise comply with the provisions of this paragraph 8.1 to the extent
      otherwise required by: (a) any law, regulation, rule or practice; (b) any
      internal compliance policy or procedure of a banking or other regulated
      institution that is implemented pursuant to mandatory law or regulations; or
      (c)
      any internal policy or procedure relating to the safeguarding or backup storage
      of electronic data, provided that the confidentiality provisions of the
      Agreement shall continue to apply to any information so retained by the
      Receiving Party or such advisors.
 
            8.2

            If
                negotiations in relation to the Transaction are terminated by one
                of the
                parties, each Receiving Parry shall at the request of the Disclosing
                Party, provide the Disclosing Party with a written statement by it
                and its
                Representatives to the effect that to the best of their respective
                knowledge, information and belief, having made all reasonable enquiries,
                the obligations under Clauses 8.1.1 to 8.1.3 (inclusive) have been
                fully
                complied with, save as otherwise permitted by Clause
                8.1.

            9.

            MISCELLANEOUS

            9.1

            Unless
                agreed otherwise in writing, all fees and expenses incurred by the
                parties
                in connection with this Agreement and the investigation of the Transaction
                shall be paid by the party incurring such
                expense.

            9.2

            Other
                than for an attributable breach of this Agreement, Odysseus shall
                not hold
                Pegasus, and Pegasus shall not hold Odysseus, liable for any damages
                suffered or costs incurred, irrespective whether a Transaction is
                concluded, the reasons for a Transaction not being concluded and/or
                discussions on a Transaction being
                terminated.

            9.3

            Each
                Party confirms that it is acting as principal on its own account
                and not
                as agent or broker for any other
                person.

            9.4

            Each
                Party understands and acknowledges that neither the other Party nor
                any of
                its Representatives or Related Persons are (i) under any obligation
                to
                provide such Party or any of its Representatives with Confidential
                Information or (ii) making any representation or warranty, express
                or
                implied, as to the accuracy or completeness of the Confidential
                Information provided to such Party or any of its Representatives.
                Except
                to the extent contemplated by the following sentence, neither Party,
                its
                Related Persons or Representatives will have any liability to the
                other
                Party or any other person resulting from such Party's use of the
                Confidential Information. Only those representations
                or

-9-

                warranties
                    that are made in a definitive merger protocol (the "Merger
                    Protocol"), when, as, and if executed, and subject to such
                    limitations and restrictions as may be specified therein, will
                    have any
                    legal effect. For purposes of this Agreement, the term "Merger
                    Protocol"
                    does not include an executed letter of intent or any other preliminary,
                    non-binding written agreement, nor does it include any written
                    or verbal
                    offer or acceptance of an offer or bid on the part of any Party
                    or its
                    Representatives.

            9.5

            Neither
                the disclosure of any Confidential Information nor anything else
                in this
                Agreement will constitute an offer by or on behalf of either Party
                with
                respect to any Transaction. Neither Party will be under any obligation
                to
                accept any offer or proposal with respect to such Transaction that
                may be
                made by or on behalf of the other Party. Without prejudice to the
                foregoing, neither Party shall have any obligation to accept or otherwise
                respond to any offer or proposal that may be made in connection with
                the
                Transaction, without regard to the contents of such offer or proposal.
                No
                contract or agreement providing for a Transaction shall be deemed
                to exist
                between the Parties hereto unless and until a Merger Protocol has
                been
                mutually executed.

            9.6

            It
                is understood and agreed that no failure or delay by any Party in
                exercising any right, power or privilege hereunder will operate as
                a
                waiver thereof, nor will any single or partial exercise preclude
                any other
                or further exercise of any right, power or privilege hereunder. Except
                as
                specifically otherwise set forth herein, neither this paragraph nor
                any
                other provision in this Agreement can be waived or amended except
                by the
                written consent of the Party against whom such waiver or amendment
                is
                sought to be enforced which consent shall specifically refer to this
                paragraph (or such other provision) and explicitly make such waiver
                or
                amendment.

            9.7

            Any
                assignment of this Agreement by a party without the prior written
                consent
                of the other Party shall be void. Notwithstanding the foregoing,
                without
                the consent of, but with prior written notice to, the other Party,
                this
                Agreement may be assigned by any Party to any person that acquires
                all or
                a material portion of the other Party to the extent it relates to
                such
                portion of the other Party.

            9.8

            This
                Agreement shall inure to the benefit of and be binding upon the respective
                successors and permitted assigns of the Parties. If any one or more
                provisions of this Agreement are declared void or otherwise unenforceable,
                such provisions shall, to the extent permitted by law, be deemed
                substituted by provisions (a) that are valid, legal and enforceable
                and
                (b) the operation and effect of which are as similar as possible
                to the
                provisions that they substitute
                for.

            9.9

            This
                Agreement sets forth the entire understanding of the Parties with
                respect
                to the subject matter hereof and supersedes any prior agreements
                between
                the Parties with respect to the subject matter
                hereof.

            10.

            TERM
                AND TERMINATION

            10.1

            The
                obligations set forth in this Agreement shall save as specifically
                provided otherwise expire upon the earliest of (a) the completion
                of a
                successful Transaction and (b) the expiry of six (6) months following
                the
                date on which the discussions between Pegasus and Odysseus terminate
                as
                evidenced by written notice of either Party (such date of expiry
                being the
                "Termination Date"); provided that Clauses 2
                (Confidential Information) and 4 (Announcements) shall only expire
                upon
                the expiry of twelve (12)

-10-

                months
                    following the Termination Date and furthermore provided that
                    Clauses 9
                    (Miscellaneous) through 11 (Governing Law and Jurisdiction) (inclusive)
                    shall survive termination and that Confidential Information disclosed
                    under this Agreement shall duly remain
                    confidential.

            10.2

            Nothing
                in this Agreement shall prohibit or otherwise prevent the negotiation
                of a
                Transaction or, after termination of discussions between the parties,
                communications between the boards of Pegasus and Odysseus requesting
                the
                consideration of further
                discussions.

            11.

            GOVERNING
                LAW AND JURISDICTION

            11.1

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

            11.2

            Each
                of the Parties also hereby irrevocably and unconditionally consents
                to
                submit to the non-exclusive jurisdiction of the competent court
                (Rechtbank) in Amsterdam, The Netherlands for any actions, suits
                or proceedings arising out of or relating to this Agreement or the
                Transaction, without prejudice to the right of appeal and that of
                appeal
                to the Supreme Court (Xxxx Xxxx), and agrees that service of any
                process, summons, notice or document by registered mail or internationally
                recognized courier to its address set forth above shall be effective
                service of process for any action, suit or proceeding brought against
                it
                in any such court.

            11.3

            Each
                of the parties hereby irrevocably and unconditionally waives any
                objection
                to the laying of venue of any action, suit or proceeding arising
                out of
                this Agreement or the Transaction in the competent court
                (Rechtbank) in Amsterdam, The Netherlands, and hereby further
                irrevocably and unconditionally waives and agrees not to plead or
                claim in
                any such court that any such action, suit or proceeding brought in
                any
                such court has been brought in an inconvenient
                forum.

-11-

DULY
      EXECUTED by the parties on the date first above
      written:
 
ABN
      AMRO HOLDING N.V. (PEGASUS)
 
            Name

            Name

            Title

            Title

            Date

            Date

BARCLAYS
      PLC (ODYSSEUS)
 
            Name

            Name

            Title

            Title

            Date

            Date

-12-

Annex
      1
 
Preliminary
      Parameters Transaction
 
            (i)

            The
                holding company of the combined entity would be a UK incorporated
                company
                (PLC) with a primary listing on the London Stock Exchange and secondary
                listing on Euronext Amsterdam.

            (ii)

            The
                new entity would have a UK unitary Board and clear governance and
                management structures.

            (iii)

            The
                first Chairman would be nominated by ABN AMRO and the first Chief
                Executive Officer would be nominated by
                Barclays.

            (iv)

            The
                head office for the combined entity would be located in
                Amsterdam.

            (v)

            Parties
                will seek the Dutch Central Bank (DNB) to act as lead regulator for
                the
                combined entity.
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Table of Contents

THIS AGREEMENT is made this 21 day of March 2007

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