DATED DECEMBER 15, 1999




                                 CERPLEX LIMITED



                                       and



                            BURDALE FINANCIAL LIMITED







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

                                DEED OF DEBENTURE

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


                                    THEODORE
                                     GODDARD


<PAGE>
<TABLE>
<CAPTION>


                                                                 INDEX


Clause                                                                                                     Page
------                                                                                                     ----
<S>                                                                                                  <C>

1.    INTERPRETATION..........................................................................................1
2.    FIXED SECURITY..........................................................................................5
3.    FLOATING CHARGE.........................................................................................7
4.    INTEREST................................................................................................8
5.    REPRESENTATIONS AND WARRANTIES..........................................................................8
6.    UNDERTAKINGS...........................................................................................11
7.    DEFAULT................................................................................................19
8.    WHEN SECURITY BECOMES ENFORCEABLE......................................................................20
9.    ENFORCEMENT OF SECURITY................................................................................20
10.   RECEIVER...............................................................................................21
11.   POWERS OF RECEIVER.....................................................................................22
12.   APPLICATION OF PROCEEDS................................................................................24
13.   EXPENSES AND INDEMNITY.................................................................................25
14.   DELEGATION.............................................................................................25
15.   FURTHER ASSURANCES.....................................................................................25
16.   POWER OF ATTORNEY......................................................................................25
17.   MISCELLANEOUS..........................................................................................26
18.   RELEASE................................................................................................27
19.   NOTICES................................................................................................27
20.   GOVERNING LAW..........................................................................................27


SCHEDULES

1.       The Mortgaged Property..............................................................................29
2.       Forms of Notice to Banks and Acknowledgement........................................................30
3.       Group Shares........................................................................................38
4.       Credit Insurance Policies...........................................................................39
5.       Form of Notice to Insurers and Acknowledgement......................................................40
6.       Form of Notice to be affixed to invoices and sent to Account Debtors................................43
7.       Other Accounts......................................................................................44

SIGNATORIES..................................................................................................45

</TABLE>

<PAGE>

THIS DEED OF DEBENTURE is dated                                            1999

BETWEEN:

(1)      CERPLEX  LIMITED  (Registered  in England and Wales No.  2953372)  (the
         "Company"); and

(2)      BURDALE FINANCIAL LIMITED (Registered in England and Wales No. 2656007)
         ("Burdale").

BACKGROUND:

(A) The Company  enters into this Deed to secure the repayment and  satisfaction
of the Secured Liabilities.

(B) The  Company and Burdale  intend  that this  document  take effect as a deed
notwithstanding that it may be executed under hand.

IT IS AGREED:

1.       INTERPRETATION

1.1      DEFINITIONS

         In this Deed:

         "ACCOUNT BANKS" is defined in the Facility Agreement.

         "AMOUNTS"  means the  aggregate  of the  Blocked  Amounts and the Other
         Amounts.

         "ASSIGNABLE   RECEIVABLES"   means  all   Receivables   which  are  not
         Unassignable Receivables or Purchased Receivables.

         "BLOCKED ACCOUNT" is defined in the Facility Agreement.

         "BLOCKED  AMOUNTS"  means all sums from  time to time  standing  to the
         credit of the Blocked Account,  all interest on such sums and all other
         amounts of whatever  nature  deriving  directly or indirectly from such
         sums, whether or not credited to the Blocked Account.

         "BOOK DEBTS" means:

(a)      all book and other  debts in  existence  from time to time  (including,
         without  limitation,  any sums  whatsoever  owed by  banks  or  similar
         institutions)  both  present  and  future,  due,  owing to or which may
         become due, owing to or purchased or otherwise acquired by the Company;
         and

(b)      the benefit of all rights whatsoever  relating to the debts referred to
         above including, without limitation, any related agreements, documents,
         rights and  remedies

<PAGE>

           (including,   without   limitation,   negotiable  or   non-negotiable
           instruments,  guarantees,  indemnities,  legal and equitable charges,
           reservation of proprietary rights, rights of tracing, unpaid vendor's
           liens and all similar connected or related rights and assets).

           "CHARGED ACCOUNTS" means the Blocked Account and the Other Accounts.

           "DANGEROUS  SUBSTANCE"  means any substance of whatever kind and form
           and in whatever  combination  capable of causing harm to any lifeform
           or the environment.

           "ENVIRONMENTAL LAW" means all laws, regulations, directives, statutes
           and  any  guidance,   circular  or  regulations   issued  thereunder,
           subordinate legislation, common law, equity, all other international,
           national and local laws and all judgments,  orders,  instructions  or
           awards of any court or competent authority  concerning the protection
           of or compensation for damage to human health,  the  environment,  or
           the condition, of any work place or the generation,  dealing with, or
           disposal of any Dangerous Substance.

           "ENVIRONMENTAL LICENSE" means any consent,  approval,  authorisation,
           exemption,   licence,  order,   permission,   condition,   recording,
           registration,  variation,  modification  or transfer  required by any
           Environmental Law.

           "EQUIPMENT" means all present and future plant, equipment, machinery,
           computers  and  computer  hardware  and  software  (whether  owned or
           licensed),   vehicles,   tools,   furniture   and  fixtures  and  all
           attachments,  accessories  owned by the Company and  property  (other
           than Fixtures) now or in future  relating to it or used in connection
           with it and replacements and substitutions for it wherever located.

           "EVENT OF DEFAULT" is defined in the Facility Agreement.

           "FACILITY  AGREEMENT" means the facility  agreement dated on or about
           the date of this Deed between Burdale and the Company as Borrower.

           "FINANCE DOCUMENTS" is defined in the Facility Agreement.

           "FIXTURES" means all fixtures and fittings (including those of trade)
           and fixed plant and machinery on the Mortgaged Property.

           "GROUP SHARES" means all shares specified in Schedule 3 together with
           all other stocks, shares,  debentures,  bonds,  warrants,  coupons or
           other  securities and  investments  now or in the future owned by the
           Company from time to time;

           "INSURANCES"  means all contracts and policies of insurance taken out
           by or for the Company or in which the Company has an interest (to the
           extent of that interest)  including,  without limitation,  the credit
           insurance policies specified in Schedule 4.

           "INTELLECTUAL  PROPERTY" means all subsisting  patents and subsisting
           rights  of  a  similar   nature  held  in  any  part  of  the  world,
           applications for patents and such rights, divisions and continuations
           of such applications for patents,  registered and unregistered  trade
           marks, registered and unregistered service marks, registered designs,
           utility models (in each case for their full period and all extensions
           and renewals of them),  applications for any of them


<PAGE>


           and the  right  to apply  for any of them in any  part of the  world,
           inventions, confidential information, Know-how, business names, trade
           names, brand names,  copyright and rights in the nature of copyright,
           design  rights and  get-up and any  similar  rights  existing  in any
           country;  and the  benefit  (subject  to the  burden)  of any and all
           agreements,  arrangements  and licences in connection with any of the
           foregoing.

           "KNOW-HOW"  means all the body of  knowledge,  technical  experience,
           expertise and skills, technical processes, secret processes, formulae
           and  technical  information  held by the Company and  relating to its
           business, which is not in the public domain.

           "MORTGAGED   PROPERTY"  means  any  freehold  or  leasehold  property
           (including the Premises) the subject of the security  created by this
           Deed.

           "OTHER ACCOUNTS" means the bank accounts of the Chargor  specified in
           Schedule 7 and/or  such  other  bank  accounts  of the  Chargor  with
           Account Banks as Burdale may permit.

           "OTHER  AMOUNTS"  means all sums from  time to time  standing  to the
           credit of the Other  Accounts,  or withdrawn from the Blocked Account
           for payment into (but not yet credited to) any of the Other Accounts,
           all interest on such sums and all other amounts of whatsoever  nature
           deriving  directly  or  indirectly  from such  sums,  whether  or not
           credited to the Other Accounts.

           "PERMITTED  ENCUMBRANCE"  means any Encumbrance  which the Company is
           permitted  to create  or  maintain  under  the terms of the  Facility
           Agreement.

           "PLANNING  ACTS" means the Town and Country  Planning  Act 1990,  the
           Planning  (Listed  Buildings and  Conservation  Areas) Act 1990,  the
           Planning (Hazardous Substances) Act 1990, the Planning (Consequential
           Provisions) Act 1990 and the Planning and  Compensation  Act 1991 and
           all other legislation regulating the use and development of land.

           "PREMISES"  means any  building  or other  edifice  on the  Mortgaged
           Property or other Security Asset.

           "PURCHASED RECEIVABLES" is defined in the Facility Agreement.

           "RECEIVABLE" is defined in the Facility Agreement.

           "RECEIVER"  means a receiver  and manager or (if Burdale so specifies
           in the relevant  appointment) a receiver,  in either case,  appointed
           under this Deed or pursuant to any statute.

           "RELATED  RIGHTS"  means,  in  relation  to  the  Group  Shares,  all
           dividends and other  distributions paid or payable after today's date
           on all or any of the Group Shares and all stocks, shares,  securities
           (and the  dividends or interest on them),  rights,  money or property
           accruing  or  offered  at  any  time  by way  of  redemption,  bonus,
           preference, option rights or otherwise to or in respect of any of the
           Group  Shares or in  substitution  or  exchange  for any of the Group
           Shares.
<PAGE>

           "REPORT  ON TITLE"  means any title  report or  certificate  of title
           pertaining to the Mortgaged  Property and provided to Burdale  before
           today's date.

           "SECURED  LIABILITIES"  means all present and future  obligations and
           liabilities, whether actual or contingent and whether owed jointly or
           severally  or in any other  capacity  whatsoever,  of the  Company to
           Burdale  except for any  obligation  which,  if it were so  included,
           would result in a  contravention  of section 151 of the Companies Act
           1985.

           "SECURITY  ASSETS" means all assets of the Company the subject of any
           security created by this Deed (and includes the Mortgaged Property).

           "SECURITY PERIOD" means the period beginning on the date of this Deed
           and ending on the date on which Burdale is satisfied that the Secured
           Liabilities  have been irrevocably and  unconditionally  satisfied in
           full. If Burdale considers that any amount paid by the Company and/or
           in connection  with the  satisfaction  of the Secured  Liabilities is
           capable of being avoided or otherwise set aside on the liquidation or
           administration  of the Company or  otherwise,  then that amount shall
           not be  considered to have been  irrevocably  paid for the purpose of
           this Deed.

           "SECURITY SHARES" means the Group Shares and the Related Rights.

           "STOCK"  means the  Company's  stock and inventory at any time which,
           for the  avoidance of doubt,  includes  Eligible  Stock and any other
           finished goods, raw materials or unfinished goods.

           "UNASSIGNABLE  RECEIVABLES" means any Receivables which are or become
           unassignable  or  assignable  only  with  the  prior  consent  of the
           relevant  Account  Debtor (where such consent has not been  obtained)
           and which are not Purchased Receivables.

1.2        CONSTRUCTION

           (a)  Any  reference  in this Deed to any assets or accounts  includes
                present and future  assets or accounts  and any  substitutes  of
                such assets or accounts, unless the context requires otherwise.

           (b)  Any reference in this Deed, express or implied, to any enactment
                includes  references  to  any  amendment,  re-enactment,  and/or
                legislation  subordinate to that enactment and/or any permission
                of whatever kind given under that enactment.

           (c)  The headings in this Deed do not affect its interpretation.

           (d)  Any  reference  in this  Deed to a  charge  or  mortgage  of any
                freehold  or  leasehold   property  includes  all  Premises  and
                Fixtures on that  property,  the proceeds of sale of any part of
                that  property,  and the benefit of any  covenants for title (or
                any moneys  paid or payable in respect of them) given or entered
                into by any predecessor in title in respect of that property.
<PAGE>

           (e)  Any  obligation  in this Deed to commit or not to commit any act
                or thing shall be deemed to include a like obligation to procure
                or not to permit any such act or thing.

           (f)  Any  reference  in this  Deed to,  and the  definition  of,  any
                document  (including  this Deed) is a reference to such document
                as it may be amended,  supplemented,  modified  and replaced (in
                whole or in part), but disregarding any such change taking place
                otherwise than in accordance with this Deed.

           (g)  Any  reference in this Deed to any party or person  includes any
                person  deriving title from it or any  successor,  transferee or
                assignee.

           (h)  Any   reference  in  this  Deed  to  a  "person"   includes  any
                individual,  company,  corporation,   partnership,  firm,  joint
                venture, association, organisation, trust, state or state agency
                (in  each  case,   whether  or  not  having  a  separate   legal
                personality).

           (i)  Save where the context requires otherwise, words in this Deed in
                the singular shall include the plural and vice versa.

           (j)  A  reference  in  this  Deed  to  Clauses  and  Schedules  are a
                reference to the clauses of and schedules to this Deed.

           (k)  Capitalised  terms  defined in the Facility  Agreement  have the
                same meaning when used in this Deed unless the context  requires
                otherwise.

           (l)  In the event of any conflict between the provisions of this Deed
                and the provisions of the Facility Agreement,  the provisions of
                this Deed shall prevail.

2.         FIXED SECURITY

2.1        CREATION

           The  Company,  as security  for the payment  and  performance  of the
           Secured Liabilities and in the manner specified in Clause 2.3 of this
           Deed:

           (a)   charges in favour of Burdale by way of a first  legal  mortgage
                 all the property (if any) now  belonging to it and specified in
                 Schedule 1 and all other interests in any freehold or leasehold
                 property now or in the future belonging to it; and

           (b)   charges in favour of Burdale by way of a first fixed charge:

                 (i)   (to the extent that they are not within paragraph 2.1(a))
                       all  interests in any freehold or leasehold  property now
                       or in the future belonging to it;

                 (ii)  all  of  its  rights  and  benefit  under  any  agreement
                       relating to the acquisition of the Mortgaged  Property by
                       it  or  for  it  and  the  benefit  of  all   agreements,
                       contracts,  deeds, undertakings,  guarantees,  warranties
                       and other  documents  now or  hereafter  in  existence in
                       relation to the Mortgaged Property;
<PAGE>

           (iii)   all  Equipment  now or in the future  belonging to it and its
                   interest in any  Equipment  in its  possession  now or in the
                   future and in all Fixtures;

           (iv)    all of its  benefits,  claims  and  returns  of  premiums  in
                   respect of the Insurances;

           (v)     all moneys  standing to the credit of any account  (including
                   the Charged Accounts and  notwithstanding  that the existence
                   of such an  account  may be in breach of this  Deed) with any
                   person and the debts  represented by them including,  without
                   limitation, the Blocked Amounts and the Other Amounts;

           (vi)    its goodwill and its uncalled capital;

           (vii)   its Book Debts, both uncollected and collected,  the proceeds
                   of the same and all moneys otherwise due and owing to it;

           (viii)  the  benefit of all  rights,  securities  and  guarantees  of
                   whatsoever  nature  enjoyed  or  held  by it in  relation  to
                   anything in sub-paragraph 2.1(b)(vii);

           (ix)    its rights under any hedging arrangements;

           (x)     any of its beneficial  interest,  claim or entitlement in any
                   pension fund;

           (xi)    the  benefit  of all  permissions  of  whatsoever  nature and
                   whether  statutory or otherwise,  held in connection with its
                   business  or the use of any  Security  Asset and the right to
                   recover and receive all compensation  which may be payable to
                   it;

           (xii)   its Intellectual Property;

           (xiii)  all of its  rights,  title and  interest  and  benefit in the
                   Unassignable Receivables;

      (c)  mortgages  and charges  and agrees to mortgage  and charge to Burdale
           all Group  Shares  held now or in the future by it and/or any nominee
           on its behalf,  the same to be a security by way of a first mortgage;
           and

      (d)  mortgages  and charges  and agrees to mortgage  and charge to Burdale
           all the Related  Rights  accruing  to all or any of the Group  Shares
           held now or in the future by it and/or any nominee on its behalf, the
           same to be a security by way of a first mortgage or charge.

           PROVIDED THAT:

           (i)     whilst no Event of Default  exists,  all  dividends and other
                   distributions paid or payable as referred to in paragraph (d)
                   above may be paid  directly  to the  Company  (in which  case
                   Burdale or its nominee shall  execute any necessary  dividend
                   mandate)  and,  if paid  directly  to  Burdale  shall be paid
                   promptly by it to the Company; and
<PAGE>

           (ii)    subject to Clause 6.4(c)  whilst no Event of Default  exists,
                   all voting rights  attaching to the relevant Group Shares may
                   be  exercised  by the Company or,  where the shares have been
                   registered  in the name of  Burdale  or its  nominee,  as the
                   Company may direct in writing, and Burdale and any nominee of
                   Burdale in whose name such Group Shares are registered  shall
                   execute  any  form of  proxy  or  other  document  reasonably
                   required in order for the Company to do so.

2.2      ASSIGNMENTS

         The  Company,  in the  manner  specified  in Clause  2.3 of this  Deed,
         assigns  to  Burdale by way of  security  all of its  right,  title and
         interest (if any) in and to:

         (a)   all  rental  income  and  any  guarantee  of  any  rental  income
               contained  in or  relating  to any  lease or  other  occupational
               arrangements affecting the Mortgaged Property;

         (b)   the Insurances;

         (c)   the Assignable Receivables.

2.3      TITLE GUARANTEE

         (a)   Every  disposition  effected by this Deed is made with full title
               guarantee.

         (b)   The other  terms of this  Deed do not limit or extend  any of the
               covenants  implied  by  virtue  of Part 1 of the Law of  Property
               (Miscellaneous  Provisions)  Act 1994  but  create  separate  and
               independent  obligations  having effect  cumulatively  with those
               implied covenants.

3.       FLOATING CHARGE

3.1      CREATION

         The Company as security for the payment of the Secured  Liabilities and
         in the manner specified in Clause 2.3 of this Deed charges in favour of
         Burdale  by way of a  floating  charge  all its  assets  not  otherwise
         effectively  mortgaged or charged by way of fixed mortgage or charge by
         Clause 2.

3.2      CONVERSION BY NOTICE

         Burdale  may by notice  to the  Company  convert  the  floating  charge
         created by this Deed into a fixed  charge in  relation to all or any of
         the Company' s assets specified in the notice if:

         (a)   Burdale has reasonable grounds for considering those assets to be
               in jeopardy, by legal process or otherwise; or

         (b)   an Event of Default has occurred; or
<PAGE>

         (c)   Burdale  becomes  aware or has reason to believe  that steps have
               been taken which would, in the reasonable opinion of Burdale,  be
               likely to lead to the  presentation  of a petition  to appoint an
               administrator   in   relation   to  the   Company   (or  such  an
               administrator  has been  appointed) or to wind up the Company (or
               that such a petition has been presented).

3.3      AUTOMATIC CONVERSION

         The  floating  charge  created by this Deed shall (in  addition  to the
         circumstances   in  which  the  same  will  occur  under  general  law)
         automatically be converted into a fixed charge over the assets,  rights
         and  property  of the  Company on the  convening  of any meeting of the
         members of the Company to consider a resolution  to wind the Company up
         (or not to wind the Company up) provided that this Clause 3.3 shall not
         apply  to  any of the  Company's  undertaking  and  assets  situate  in
         Scotland if, and to the extent that, a Receiver would not be capable of
         exercising  his  powers  in  Scotland  pursuant  to  Section  72 of the
         Insolvency Act 1986 by reason of such automatic conversion.

3.4      NO WAIVER

         The giving by Burdale of a notice pursuant to Clause 3.2 in relation to
         any class of the  Company's  assets,  rights and property  shall not be
         construed as a waiver or abandonment of Burdale's  rights to give other
         similar notices in respect of any other class of assets.

4.       INTEREST

         Interest  shall  accrue  on the  Secured  Liabilities  from the date of
         demand by Burdale until  payment  (after as well as before any judgment
         obtained or the  liquidation or  administration  of the Company) at the
         Default Rate upon such days as Burdale may from time to time  determine
         and such  interest  shall be  compounded  in the  event of it not being
         punctually  paid  with  monthly  rests in  accordance  with  the  usual
         practice of Burdale but  without  prejudice  to the right of Burdale to
         require payment of such interest when due.

5.       REPRESENTATIONS AND WARRANTIES

5.1      MAKING OF REPRESENTATIONS

         The Company makes the  representations  and  warranties set out in this
         Clause 5 to Burdale and the Company  repeats  the  representations  and
         warranties in Clause 13 of the Facility Agreement.  The representations
         and  warranties  so set out are made on the  date of this  Deed and are
         deemed to be repeated  by the Company  daily  throughout  the  Security
         Period with reference to the facts and circumstances then existing.

5.2      CAPACITY

         The Company has the  capacity,  power and  authority to enter into this
         Deed and the obligations  assumed by it are its legal,  valid,  binding
         and enforceable obligations.
<PAGE>

5.3      ENVIRONMENTAL MATTERS

         (a)   The  Company  has at  all  times  complied  with  all  applicable
               Environmental  Law including the obtaining of and compliance with
               all requisite Environmental Licences.

         (b)   No Dangerous  Substance  has been used,  disposed of or otherwise
               dealt with at, on, from or under any  premises  while  within the
               Company's ownership, occupation or control in circumstances which
               could result in a liability on the Company.

5.4      MORTGAGED PROPERTY

           Save as is disclosed in any Report on Title:

         (a)   the Company is the legal and  beneficial  owner of such Mortgaged
               Property;

         (b)   other  than as  notified  in writing to  Burdale,  the  Mortgaged
               Property is free from any  agreement for lease,  lease,  licence,
               tenancy,  overriding lease or other  occupational  arrangement or
               overriding interest;

         (c)   the Premises are in good and substantial repair;

         (d)   there  subsists  no breach of any law or  regulation  which could
               affect materially the value of the Mortgaged Property;

         (e)   there are no covenants, agreements,  stipulations,  reservations,
               conditions,  interests,  rights or other matters whatsoever which
               could  affect  adversely  the  Mortgaged  Property  so far as the
               Company is aware;

         (f)   the Mortgaged Property is free from any financial  encumbrance of
               whatsoever nature other than Permitted Encumbrances;

         (g)   the Company has not received any notice of any adverse claim, nor
               has any acknowledgement been given in respect of the ownership of
               the Mortgaged Property, or any interest in it; and

         (h)   no facility  necessary for the enjoyment and use of the Mortgaged
               Property may be terminated or curtailed.

5.5      REPORT ON TITLE

         The  information  provided  for the purpose of the  preparation  of any
         Report on Title was true and complete in all  material  respects at the
         date that such information was given to Burdale and remains so.

5.6      SECURITY

         This Deed  creates the various  forms of security it purports to create
         and  is  not  liable  to be  avoided  or  otherwise  set  aside  on the
         liquidation or administration of the Company,
<PAGE>

         or otherwise,  save that no representation  is given that any charge is
         of a fixed or floating nature.

5.7      SECURITY SHARES

         (a)   The Company is and will remain the sole  beneficial  owner of the
               Security  Shares and,  save where the  Security  Shares have been
               registered in the name of Burdale or its nominee pursuant to this
               Deed and/or its nominee,  is and will remain the  absolute  legal
               owner of the Security Shares.

         (b)   The Company will not take any action whereby the rights attaching
               to the Security Shares are altered or diluted.

         (c)   The Group  Shares are fully paid and  non-assessable  and neither
               the Group  Shares  nor the  Related  Rights  are  subject  to any
               options to purchase or similar rights of any person.

5.8      RECEIVABLES, AMOUNTS AND INSURANCES

         (a)   The Company is absolutely,  solely and  beneficially  entitled to
               its rights,  interest  and  benefit  under the  Receivables,  the
               Amounts and the  Insurances  as from the date they or any part of
               them  falls to be  charged  or  assigned  under this Deed and its
               rights  in  respect  of the  Receivables,  the  Amounts  and  the
               Insurances are free from any Encumbrance of any kind save for any
               Permitted Encumbrances.

         (b)   In  relation to each  Receivable  and  Insurance  which is either
               stated to be expressly  assignable  under the  contractual  terms
               governing  it or in  relation  to which  such  terms  are  silent
               regarding  its  assignability  the Company knows of no reason why
               such  Receivable  or Insurance  should not be  assignable on such
               date.

         (c)   The Company has to the best of its knowledge and belief after due
               and  careful  enquiry  disclosed  or  provided  to Burdale or its
               agents,  legal advisers or representatives  all the documentation
               or other information  requested of it relating to Receivables and
               Insurances,  it is not aware,  after reasonable  enquiry,  of any
               further such  documentation or information in its possession and,
               in relation to the documentation which it has so disclosed,  such
               documentation  governs the whole of the value of the  Receivables
               or Insurances to which it relates.

         (d)   So far as the Company is aware  (after due and  careful  enquiry)
               the creation of a fixed  charge over  Receivables  in  accordance
               with  Clause  2.1(b) will not breach the  contractual  terms upon
               which such Receivables are based;

         (e)   The Company has not sold or agreed to sell or otherwise  disposed
               of or agreed to  dispose  of,  the  benefit  of all or any of its
               rights,  title,  interest and benefit in the  Receivables  (other
               than  pursuant  to the  Facility  Agreement),  the Amounts or the
               Insurances.

         (f)   Each of the Receivables and Insurances is in full force and legal
               effect,  valid  and  binding  on both  parties  thereto,  with no
               default having occurred  thereunder or claim
<PAGE>

               threatened,  pending or subsisting  in respect  thereof,  and all
               premiums  have been fully  and  timeously  paid in respect of the
               Insurances.

6.       UNDERTAKINGS

6.1      DURATION

         The  undertakings in this Clause 6 shall remain in force throughout the
         Security Period and are given by the Company to Burdale.

6.2      GENERAL

         (a)   FACILITY AGREEMENT:  The Company repeats the undertakings set out
               in Clause 14 of the Facility Agreement as if they were set out in
               full in this Deed.

         (b)   BOOK DEBTS AND  RECEIPTS:  The Company  shall collect and realise
               the  following  and,  save to the extent that  Burdale  otherwise
               agrees, pay the proceeds thus realised into the Blocked Account:

               (i)    rent and other moneys due from tenants or other  occupiers
                      of the Mortgaged Property;

               (ii)   Book Debts and other moneys; and

               (iii)  securities   to  the  extent  held  by  way  of  temporary
                      investment,

               and, pending payment into the Blocked Account,  hold the proceeds
               thus realised upon trust for Burdale.

         (c)   COVENANT TO PERFORM:  The Company shall continuously  comply with
               the  terms  (both  express  and  implied)  of this  Deed  and any
               contracts relating to the Secured Liabilities.

         (d)   ENVIRONMENTAL MATTERS: The Company shall:

               (i)    comply  in  all  material  respects  with  all  applicable
                      Environmental   Law   including   the   obtaining  of  and
                      compliance with all requisite Environmental Licences; and

               (ii)   promptly upon receipt, notify Burdale of any communication
                      of whatsoever nature, whether specific or general,  served
                      on it concerning any alleged  breach of any  Environmental
                      Law or  non-compliance  with  any  Environmental  Licence,
                      which,  if  substantiated,  could have a material  adverse
                      effect upon its financial  position or upon its ability to
                      perform its obligations under this Deed.

         (e)   NOTICE TO INSURERS:  The Company shall, today, give notice to any
               relevant  insurers  in respect of each  Insurance  to which it is
               party  that the  Company  has  assigned  those  rights  by way of
               security to Burdale in substantially the form set out in

<PAGE>
               Schedule  5 and shall use its  reasonable  endeavours  to procure
               that the relevant insurer  acknowledges receipt of such notice in
               substantially  the form set out in  Schedule 5 or such other form
               acceptable to Burdale in its absolute discretion.

         (f)   RESTRICTIONS ON DEALINGS: The Company shall not:

               (i)    create or permit to subsist any  Encumbrance of whatsoever
                      nature  on any  Security  Asset  other  than  a  Permitted
                      Encumbrance or as created by this Deed; or

               (ii)   sell,  transfer,  grant, lease or otherwise dispose of any
                      Security  Asset,  except for the  disposal in the ordinary
                      course  of  trade of any  Security  Asset  subject  to the
                      floating  charge  created  by  Clause  3.1 and  except  as
                      provided for in the Finance Documents.

         (g)   PROVIDE  INFORMATION:   The  Company  shall  furnish  to  Burdale
               forthwith on demand by Burdale such  information  and supply such
               documents or papers  relating to the Security Assets from time to
               time as Burdale may in its discretion reasonably require.

         (h)   DEBENTURE  BY  SUBSIDIARY:  The Company  shall  procure  that any
               company which may be or become a Subsidiary of the Company at any
               time during the  subsistence of this Deed shall provide in favour
               of  Burdale  such  security  in such form as  Burdale  may in its
               discretion require but on terms no more onerous than the terms of
               this Deed.

               (i)    SHARES OF  SUBSIDIARY:  The  Company  shall not permit any
                      Subsidiary  of the  Company to issue any shares  except to
                      the  Company  or  to  one  of  its  other   wholly   owned
                      Subsidiaries.

         (j)   LABELLING  EQUIPMENT:  Forthwith after the date of this Deed, the
               Company  shall at the  request  of  Burdale  (acting  reasonably)
               attach to a visible part of each item of Equipment in a permanent
               manner a clear and distinctive label, no smaller than 3 inches by
               4 inches in size comprising the following notice:  "This piece of
               Equipment  is subject to a charge in favour of Burdale  Financial
               Limited  ("Burdale")  and may not be removed or sold  without the
               prior written consent of Burdale" (the "Notice").

6.3      PROPERTY

         (a)   ACCESS: At all reasonable times, the Company shall permit Burdale
               and any person  nominated  by it to enter and inspect any part of
               the Mortgaged Property or other Security Asset.

         (b)   COMPLIANCE  WITH  APPLICABLE  LAWS: The Company shall perform all
               its obligations  under any law or regulation in any way affecting
               any Security Asset.
<PAGE>

         (c)   DEPOSIT OF TITLE DEEDS:  For the duration of the Security  Period
               the Company shall deposit with Burdale all deeds and documents of
               title  relating  to the  Mortgaged  Property  owned by it and any
               property comprised within Clause 6.3(e).

         (d)   DEVELOPMENT: Save for any development carried out pursuant to the
               contract for sale dated 23 November  1999 between the Company and
               Easter Development Group Limited, the Company shall not:

               (i)    make any application for planning permission affecting any
                      part of the  Mortgaged  Property or other  Security  Asset
                      except with the previous written consent of Burdale; or

               (ii)   carry  out any  development  on any part of the  Mortgaged
                      Property or other  Security Asset except with the previous
                      written  consent  of  Burdale  (for the  purposes  of this
                      sub-clause development shall be defined as in the Planning
                      Acts  as  that  for  which  the  permission  of the  local
                      planning authority is required).

         (e)   FUTURE ACQUISITIONS AND LEGAL MORTGAGE: The Company shall:

               (i)    notify Burdale  immediately  upon the acquisition by it of
                      any freehold or  leasehold  or other  interest in property
                      (and for the  purposes of this  Clause  6.3(e) the date of
                      exchange of  contracts  for such an  acquisition  shall be
                      deemed the date of acquisition);

               (ii)   at its cost, execute and deliver to Burdale,  on demand, a
                      legal  mortgage  (on terms no more onerous than this Deed)
                      in favour of Burdale of any freehold or leasehold or other
                      interest in property  which becomes vested in it after the
                      date of this Deed; and

               (iii)  in any  event,  if  applicable,  give H.M.  Land  Registry
                      written  notice of this Deed and procure that notice of it
                      be duly noted in the Registers to each such title.

         (f)   INSURANCE:  The  Company  shall  effect,  in a form  and  with an
               insurance company or underwriters acceptable to Burdale insurance
               of the  Security  Assets  in  accordance  with  the  terms of the
               Facility Agreement.

         (g)   INVESTIGATION  OF TITLE:  Upon  request,  the Company shall grant
               Burdale or its lawyers all facilities within its powers to enable
               Burdale or its lawyers to carry out such  investigations of title
               to and enquiries  into the Mortgaged  Property or other  Security
               Asset as may be carried out by a prudent mortgagee.

         (h)   LEASE AND COVENANT COMPLIANCE: THE COMPANY SHALL:

               (i)    perform all the terms on its part  contained  in any lease
                      or agreement for lease  comprising the Mortgaged  Property
                      or to which the Mortgaged Property is subject;
<PAGE>

               (ii)   not  do  anything  as a  result  of  which  any  lease  or
                      agreement for lease  comprising  Mortgaged  Property or to
                      which the Mortgaged Property is subject may become forfeit
                      or otherwise determinable;

               (iii)  properly perform (and indemnify Burdale for any breach of)
                      any  covenants  and   stipulation  of  whatsoever   nature
                      affecting the Mortgaged Property.

         (i)   NOTICES:  Within 10 days after the  receipt by the Company of any
               application,  requirement, order or notice served or given by any
               public,  local or other authority relating to any Security Asset,
               the Company shall:

               (i)    deliver a copy to Burdale; and

               (ii)   inform  Burdale of the steps taken or proposed to be taken
                      by way of compliance.

         (j)   POWER TO REMEDY:  In case of default by the Company in performing
               any obligation or other covenant affecting the Mortgaged Property
               or other Security Asset,  the Company shall permit Burdale or its
               agents and contractors:

               (i)    to  enter on the  Mortgaged  Property  or  other  Security
                      Asset;

               (ii)   to  comply  with or  object  to any  notice  served on the
                      Company  relating  to  the  Mortgaged  Property  or  other
                      Security Asset; and

               (iii)  to  take  any  action  Burdale  may  reasonably   consider
                      expedient to prevent or remedy any breach of any such term
                      or to comply with or object to any such notice.

         (k)   REPAIR: The Company shall keep:

               (i)    the Premises in good and substantial  repair and condition
                      and decorative order;

               (ii)   the Fixtures and other plant,  machinery,  implements  and
                      other  effects  belonging to it in a good state of repair,
                      working order and condition; and

               (iii)  all Equipment in good repair,  working order and condition
                      and fit for its purpose.

               Without  prejudice  to Clause  6.3(k),  if the  Company  fails to
               repair  any  damage,  within 6 months of its  occurrence,  to the
               satisfaction  of Burdale,  Burdale  may, but shall not be obliged
               and  without  liability,  take any of the  steps  referred  to in
               Clause 6.3(k).

6.4      DEPOSIT OF SECURITIES AND REGISTRATION

         (a)   The Company  shall  forthwith  deposit with Burdale or as Burdale
               may direct all bearer  instruments,  share certificates and other
               documents of title or evidence of

<PAGE>

               ownership  in relation to such Group Shares as are owned by it or
               in which it has or acquires an interest and their Related  Rights
               and shall execute and deliver to Burdale all such share transfers
               and other  documents  as may be  requested by Burdale in order to
               enable  Burdale or its nominees to be  registered as the owner or
               otherwise  to  obtain  a legal  title to the  same  and,  without
               limiting  the  generality  of the  foregoing,  shall  deliver  to
               Burdale on today's date executed (and, if required to be stamped,
               pre-stamped)  share  transfers  for all Group Shares in favour of
               Burdale and/or its  nominee(s) as  transferees  or, if Burdale so
               directs,  with the  transferee  left blank and shall procure that
               all such share transfers are at the request of Burdale  forthwith
               registered by the relevant company and that share certificates in
               the name of  Burdale  and/or  such  nominee(s)  in respect of all
               Group Shares are forthwith delivered to Burdale.

         (b)   The Company shall provide  Burdale with  certified  copies of all
               resolutions  and  authorisations  approving the execution of such
               transfer forms and  registration of such transfers as Burdale may
               reasonably require.

         (c)   Burdale and its nominee may at any time after an Event of Default
               has  occurred or in any other  instance  where  Burdale is of the
               reasonable  opinion that it is necessary  for the avoidance of an
               Event of Default or necessary for the  protection of its material
               interests exercise or refrain from exercising (in the name of the
               Company,  the  registered  holder or  otherwise  and  without any
               further consent or authority from the Company and irrespective of
               any  direction  given by the  Company) in respect of the Security
               Shares any voting rights and any powers or rights under the terms
               of the Security Shares or otherwise which may be exercised by the
               person or persons in whose name or names the Security  Shares are
               registered  or who  is the  holder  thereof,  including,  without
               limitation, all the powers given to trustees by Section 10(3) and
               (4) of the  Trustee  Act  1925 as  amended  by  Section  9 of the
               Trustee Investments Act 1961 in respect of securities or property
               subject to a trust  PROVIDED  THAT in the  absence of notice from
               Burdale the Company  may and shall  continue to exercise  any and
               all voting rights with respect to the Group Shares subject always
               to the terms of this Deed.  The  Company  shall not  without  the
               previous consent in writing of Burdale exercise the voting rights
               attached  to any of the Group  Shares  in  favour of  resolutions
               having the effect of changing  the terms of the Group  Shares (or
               any  class of them) or any  Related  Rights  or  prejudicing  the
               security  under this Deed or impairing  the value of the Security
               Shares.  The Company hereby  irrevocably  appoints Burdale or its
               nominees  its proxy to exercise  (as  provided in or permitted by
               this Deed) all voting  rights so long as the Group Shares  remain
               registered in the names of the Company.

         (d)   The Company during the continuance of this security will make all
               payments  which may become due in respect of any of the  Security
               Shares and,  in the event of default in making any such  payment,
               Burdale  may if it thinks fit make such  payment on behalf of the
               Company.  Any sums so paid by Burdale  shall be  repayable by the
               Company to Burdale on demand and  pending  such  repayment  shall
               constitute part of the Secured Liabilities.

         (e)   It is  expressly  agreed  that,  notwithstanding  anything to the
               contrary  contained in this Deed, the Company shall remain liable
               to observe  and  perform all of the  conditions
<PAGE>

               and  obligations  assumed by it in respect of the Security Shares
               and Burdale  shall not be under any  obligation  or  liability by
               reason of or arising out of the security over the Security Shares
               conferred  by this Deed.  Burdale  shall not be  required  in any
               manner to  perform  or fulfil any  obligation  of the  Company in
               respect of the Security  Shares,  or to make any  payment,  or to
               receive  any  enquiry  as to the  nature  or  sufficiency  of any
               payment received by them, or to present or file any claim or take
               any other  action to collect or enforce the payment of any amount
               to  which  they may have  been or to which  they may be  entitled
               under this Deed at any time or times.

         (f)   Upon  the  occurrence  of an  Event  of  Default  and at any time
               thereafter while the same is continuing Burdale shall be entitled
               to put into force and exercise immediately as and when it may see
               fit any and every  power  possessed  by  Burdale by virtue of the
               security  over the  Security  Shares  conferred  by this  Deed or
               available to a secured  creditor (so that  Sections 93 and 103 of
               the Law of  Property  Act 1925 shall not apply to this  security)
               and in particular (without limitation):

               (i)    to sell all or any of the  Security  Shares in any  manner
                      permitted  by law upon such terms as Burdale  shall in its
                      absolute discretion determine;

               (ii)   to  collect,   recover  or  compromise  and  give  a  good
                      discharge for any moneys payable to the Company in respect
                      of the Security Shares or in connection therewith; and

               (iii)  to act  generally  in relation to the  Security  Shares in
                      such manner as Burdale acting reasonably shall determine.

               For  the  avoidance  of  doubt,   the  Company  agrees  that  the
               enforceability of the security over the Security Shares conferred
               by  this   Deed  is  not   dependent   on  the   performance   or
               non-performance by Burdale of its obligations under any agreement
               with the Company.

         (g)   Immediately  on  conversion  of  any  of the  Group  Shares  from
               certificated  to  uncertificated  form,  and on the  creation  or
               conversion of any other  securities  which are for the time being
               comprised in the Security Shares in or into uncertificated  form,
               the Company shall give such instructions or directions as Burdale
               may require in order to protect or preserve its security.

         (h)   The Company shall, immediately upon receipt of any certificate or
               other  document  evidencing any  entitlement to further  Security
               Shares, deposit it with Burdale together with such share transfer
               forms in blank and other documents as Burdale may require.

6.5      OPENING OF ACCOUNTS AND COLLECTION OF RECEIVABLES

         (a)   Forthwith upon the execution of this Deed, the Company shall open
               the Blocked Account,  and maintain the Other Accounts and execute
               all deeds and documents and do all other acts and things required
               by Burdale in connection with them and
<PAGE>

               the  Company  shall   maintain  such  accounts   throughout   the
               maintenance of this security.

         (b)   Forthwith  upon the  execution  of this Deed,  the Company  shall
               serve notice upon the Account  Bank at which the Blocked  Account
               is opened (in  respect of the Blocked  Account) in  substantially
               the form set out in Part I of  Schedule  2 and upon each  Account
               Bank at which any Other Account is held (in respect of such Other
               Account(s))  in  substantially  the  form  set  out in Part II of
               Schedule 2, and shall use all  reasonable  endeavours  to procure
               that the relevant  Account Bank  returns the  acknowledgement  in
               substantially the form set out in the relevant Part of Schedule 2
               or  such  other  form  acceptable  to  Burdale  in  its  absolute
               discretion.

         (c)   Until the security  constituted by this Deed is  discharged,  the
               Company shall:

               (i)    get in and realise all  Receivables in the ordinary course
                      of its business save that the  expression "in the ordinary
                      course of its business" shall not include or extend to the
                      selling  or  assigning  or in any other way  factoring  or
                      discounting any Receivable save as permitted in this Deed;

               (ii)   forthwith  upon the date of this Deed, pay the proceeds or
                      procure  the  paying of  proceeds  of such  getting in and
                      realisation directly into the Blocked Account; and

               (iii)  maintain  no other  bank  accounts  save  for the  Charged
                      Accounts.

6.6      OPERATION OF BLOCKED ACCOUNT

         (a)   Until the security  constituted by this Deed is  discharged,  the
               Company  shall not be entitled to withdraw  the whole or any part
               of the Blocked  Amounts and shall not,  subject to paragraph  (b)
               below, take any action,  claim or proceedings  against Burdale or
               any other  party for the  return or  payment to any person of the
               whole or any part of the Blocked Amounts.

         (b)   The Company  agrees that until the security  constituted  by this
               Deed is discharged,  Burdale shall be able to withdraw on a daily
               basis all deposits  made into the Blocked  Account  provided that
               the amount so withdrawn is credited to Burdale's loan account and
               applied towards the Secured Liabilities in accordance with Clause
               6.2 of the Facility  Agreement  and the Company  shall direct the
               Blocked  Bank to  transfer  the  cleared  balance of the  Blocked
               Account to such account as Burdale  shall specify for the purpose
               from time to time at the end of each Business Day.

         (c)   Upon the  occurrence,  and during the  continuance of an Event of
               Default,  Burdale  shall  have the  exclusive  right to apply and
               determine the  application of any and all of the Blocked  Amounts
               in or towards satisfaction of the Secured Liabilities, whether by
               transfer into the Burdale's loan account or otherwise.
<PAGE>

6.7      OPERATION OF OTHER ACCOUNTS

         Other than on the  occurrence,  and during the continuance of a Default
         the Company  shall be entitled to operate the Other  Accounts and shall
         be  entitled  to  withdraw  the whole or any part of the Other  Amounts
         PROVIDED THAT:

         (a)   the Other  Accounts  each retain a credit or zero  balance at all
               times;

         (b)   the  Company  shall not and shall  procure  that no other  person
               shall  deposit or  transfer  any monies  into the Other  Accounts
               other  than those  transferred  from the  Blocked  Account or any
               Other Account; and

         (c)   the Company  shall not at any time transfer the whole or any part
               of the Other Amounts to any other Company bank account other than
               to another Charged Account.

6.8      RECEIVABLES

         (a)   The  Company  shall,  upon a Default,  in  respect of  Assignable
               Receivables  then in  existence  serve  notice of the  assignment
               contained  in  Clause  2.2 upon the  relevant  Account  Debtor by
               written  notice in  substantially  the form set out in Schedule 6
               and, in respect of Assignable Accounts Receivable created after a
               Default,  serve notice of the assignment contained in this Clause
               by a notice,  in the form set out in  Schedule  6 on the  invoice
               itself forthwith upon the creation of such Receivable.

         (b)   With  respect  to  any  Unassignable   Receivables   coming  into
               existence after the date of this Deed, the Company shall,  upon a
               Default, in respect of Unassignable Receivables then in existence
               serve notice of the charge  contained  in Clause  2.1(b) upon the
               relevant Account Debtor in substantially the form set out in Part
               I of  Schedule  6 and,  in respect  of  Unassignable  Receivables
               created  after  a  Default  shall  serve  notice  of  the  charge
               contained  in Clause  2.1(b)  upon the  relevant  Account  Debtor
               forthwith  upon the  creation  of such  Receivable  by  notice in
               substantially  the  form  Part I of  Schedule  6 on  the  invoice
               itself.

         (c)   The Company  covenants to Burdale that it will use all reasonable
               endeavours  to obtain the  necessary  consents  from the  Account
               Debtors in respect of Unassignable  Receivables to the assignment
               contained  in Clause 2.2 and where a Default has  occurred  shall
               forthwith upon  obtaining such consents,  serve upon the relevant
               Account  Debtors a written notice  substantially  in the form set
               out in Part II of Schedule 6;

         (d)   The Company  covenants to Burdale that it will not serve upon any
               Account  Debtor any notice whose terms conflict with those of the
               notices in Schedule 6 until the security constituted by this Deed
               has been released by Burdale.

6.9      RECEIVABLES, AMOUNTS AND INSURANCES

         The Company undertakes to Burdale that:
<PAGE>

         (a)   subject as otherwise provided in this Deed, it shall not take any
               action claim or proceeding against Burdale or any other party for
               the return or payment to any person of the  Charged  Accounts  or
               the Amounts or any part  thereof or permit  third party rights to
               arise over any of its rights,  title, interest and benefit in the
               Receivables (other than under the Finance Documents), the Amounts
               or the  Insurance  Policies  or any part  thereof,  or attempt or
               agree so to do save for Permitted Encumbrances;

         (b)   it shall not withdraw  the whole or any part of the  Amounts,  or
               deal in any other way with the  Receivables,  the  Amounts or the
               Insurances except as provided in this Deed;

         (c)   subject  as  otherwise  provided  in this Deed it shall not sell,
               release, exchange, compound, set-off, assign, transfer, discount,
               charge  or  otherwise  dispose  of or  agree  to  sell,  release,
               exchange,  compound, set-off, assign, transfer,  discount, charge
               or  otherwise  dispose of or deal with any of its rights,  title,
               benefit and interest  whether  present or future in  Receivables,
               the Amounts or the Insurances nor do or omit to do anything which
               may delay or prejudice the right of Burdale to utilise, withdraw,
               transfer  or  set-off  the   Receivables,   the  Amounts  or  the
               Insurances in accordance with the provisions of this Deed without
               prejudice to the  foregoing,  shall not without the prior written
               consent of Burdale,  settle or give credit against any Receivable
               or any  Insurance  and shall deliver to Burdale on a weekly basis
               until the Secured Liabilities have been irrevocably discharged in
               full,  a schedule of all  settlements  and credit  proposed to be
               given by it,  which  Schedule  shall  set out the  amount  of the
               invoice,  the proposed amount of the settlement and/or credit and
               the name of the debtor; and

         (d)   it shall do all such  things  and  execute  all such  assignments
               charges  authorities  and  documents  as Burdale may from time to
               time reasonably  require to enable Burdale to utilise,  withdraw,
               transfer  or  set-off  the  Receivables,   the  Amounts  and  the
               Insurances  in  accordance  with  the  terms of this  Deed,  such
               documents  to be  prepared by or on behalf of Burdale at the cost
               of the Company in such form as Burdale may reasonably require.

7.       DEFAULT

7.1      EVENTS OF DEFAULT

         Each of the events set out in Clause 15 of the Facility Agreement is an
         Event of Default (howsoever caused).

7.2      ACCELERATION

         On and at any time after the  occurrence  of an Event of Default and at
         any time whilst the relevant Event of Default is continuing Burdale may
         by  notice  to the  Company  demand  that  all or part  of the  Secured
         Liabilities,  together  with  accrued  interest  and all other  amounts
         accrued be  immediately  due and  payable,  and upon the giving of such
         notice they shall become immediately due and payable.
<PAGE>

8.       WHEN SECURITY BECOMES ENFORCEABLE

         The  security   constituted  by  this  Deed  shall  become  immediately
         enforceable and the power of sale and other powers conferred by section
         101 of the Law of Property Act 1925, as varied or amended by this Deed,
         shall  be  immediately  exercisable  upon  and at any  time  after  the
         occurrence  of any Event of  Default  after  which  Burdale  may in its
         absolute  discretion  enforce  all or any part of the  security  in any
         manner it sees fit.

9.       ENFORCEMENT OF SECURITY

9.1      GENERAL

         (a)   For the  purposes of all powers  implied by statute,  the Secured
               Liabilities  are  deemed to have  become  due on the date of this
               Deed.

         (b)   Section 103 of the Law of Property Act  (restricting the power of
               sale) and section 93 of the Law of Property Act 1925 (restricting
               the  right  of  consolidation)  do  not  apply  to  the  security
               constituted by this Deed.

         (c)   The statutory powers of leasing conferred on Burdale are extended
               so that, without the need to comply with any provision of section
               99 or 100 of the Law of Property  Act 1925,  Burdale is empowered
               to lease, make agreements for leases, accept surrenders of leases
               and grant options as Burdale may think fit.

9.2      AGENT OF THE COMPANY

         For all purposes each Receiver is deemed to be the agent of the Company
         and to be in the  same  position  as a  Receiver  duly  appointed  by a
         mortgagee  under the Law of Property Act 1925.  The Company alone shall
         be responsible for the receiver's contracts, engagements,  commissions,
         omissions,  defaults  and losses and for  liabilities  incurred by him.
         Burdale shall not incur any liability of whatsoever  nature  (either to
         the  Company or to any other  person)  by reason of Burdale  making his
         appointment as a Receiver or for any other reason.

9.3      CONTINGENCIES

         If Burdale  enforces  the security  constituted  by this Deed at a time
         when no amounts are due to Burdale under the Finance Documents but at a
         time when amounts may or will become so due,  Burdale (or the Receiver)
         may pay the proceeds of any recoveries  effected by it into the Blocked
         Account.

9.4      MORTGAGEE IN POSSESSION - NO LIABILITY

         Neither  Burdale nor any Receiver or Manager will be liable,  by reason
         of  entering  into  possession  of a  Security  Asset,  to  account  as
         mortgagee  in  possession  or for any  loss on  realisation  or for any
         default or omission for which a mortgagee in possession might otherwise
         be liable.
<PAGE>

9.5      PRIVILEGES

         Each  Receiver  and  Burdale is  entitled  to all the  rights,  powers,
         privileges and immunities  conferred by the Law of Property Act 1925 on
         mortgagees  and receivers  when such receivers have been duly appointed
         under that Act, except that section 103 of that Act does not apply.

9.6      PROTECTION OF THIRD PARTIES

         No person (including a purchaser) dealing with Burdale or a Receiver or
         its or his agents need enquire:

         (a)   whether the Secured Liabilities have become payable; or

         (b)   whether  any  power   purported  to  be   exercised   has  become
               exercisable; or

         (c)   whether any money remains due; or

         (d)   how  any  money  paid  to  Burdale  or to the  Receiver  is to be
               applied.

9.7      REDEMPTION OF PRIOR MORTGAGES

         At any time  after the  security  constituted  by this Deed has  become
         enforceable,  Burdale may, at the sole cost of the Company  (payable to
         Burdale on demand):

         (a)   redeem any prior form of  security  against any  Security  Asset;
               and/or

         (b)   procure the transfer of that form of security to itself; and/or

         (c)   settle and pass the accounts of any prior  mortgagee,  chargee or
               encumbrancer which once so settled and passed shall be conclusive
               and binding on the Company.

10.      RECEIVER

10.1     APPOINTMENT OF RECEIVER

         (a)   At any time after the security  constituted  by this Deed becomes
               enforceable,  or, at any time if so  requested  by the Company in
               writing, without further notice Burdale may appoint under seal or
               in writing under its hand any one or more qualified persons to be
               a  Receiver  of all or any  part  of the  Security  Assets  as if
               Burdale had become entitled under the Law of Property Act 1925 to
               exercise the power of sale conferred under that Act.

         (b)   In this Deed  "QUALIFIED  PERSON"  means a person who,  under the
               Insolvency  Act 1986,  is  qualified  to act as a receiver of the
               property of any company  with respect to which he is appointed or
               as an administrative receiver of any such company.
<PAGE>

10.2     RELATIONSHIP WITH BURDALE

         To the fullest extent permitted by law, any right,  power or discretion
         conferred  by this Deed (be it express or  implied)  upon a Receiver of
         any Security  Assets may,  after the security  created by this Deed has
         become enforceable, be exercised by Burdale in relation to any Security
         Asset either:

         (a)   without first appointing a Receiver; or

         (b)   notwithstanding the appointment of a Receiver.

10.3     REMOVAL

         Burdale may by writing under its hand (subject to any  requirement  for
         any order of the court in the case of an administrative receiver):

         (a)   remove any Receiver appointed by it; and

         (b)   whenever  it deems it  expedient,  appoint a new  Receiver in the
               place of any Receiver whose  appointment  may for any reason have
               terminated.

10.4     REMUNERATION

         Burdale may fix the remuneration of any Receiver appointed by it.

11.      POWERS OF RECEIVER

11.1     GENERAL

         (a)   In addition to those conferred by the Law of Property Act 1925 on
               any receiver  appointed under that Act, each Receiver has, and is
               entitled to exercise,  all of the rights,  powers and discretions
               set out below in this Clause 11.

         (b)   If there is more  than one  Receiver  holding  office at the same
               time, unless the document  appointing him states otherwise,  each
               Receiver may  exercise all of the powers  conferred on a Receiver
               under this Deed  individually  and to the  exclusion of any other
               Receivers.

         (c)   A Receiver who is an  administrative  receiver of the Company has
               all the  rights,  powers  and  discretions  of an  administrative
               receiver under the Insolvency Act 1986.

         (d)   A Receiver may, in the name of the Company if he so wishes:

               (i)    do all  other  acts  and  things  which  he  may  consider
                      expedient for  realising any Security  Asset or incidental
                      or conducive to any of the rights,  powers or  discretions
                      conferred  on a Receiver  under or by virtue of this Deed;
                      and
<PAGE>

               (ii)   exercise in relation to any Security Asset all the powers,
                      authorities  and  things  which  he would  be  capable  of
                      exercising as if he were its absolute beneficial owner.

11.2     BORROW MONEY

         A  Receiver  may raise and borrow  money  (either  unsecured  or on the
         security of any  Security  Asset,  either in  priority to the  security
         constituted  by this Deed or  otherwise)  on any terms and for whatever
         purpose which he thinks fit. No person  lending that money need enquire
         as to the  propriety  or  purpose of the  exercise  of that power or to
         check the application of any money so raised or borrowed.

11.3     CARRY ON BUSINESS

         A Receiver may carry on the business of the Company as he thinks fit.

11.4     COMPROMISE

         A Receiver may settle,  adjust,  refer to  arbitration,  compromise and
         arrange any claims, accounts,  disputes,  questions and demands with or
         by any  person  who is or claims to be a  creditor  of the  Company  or
         relating in any way to any Security Asset.

11.5     DELEGATION

         A Receiver may delegate his powers in accordance with Clause 14.

11.6     EMPLOYEES

         For the purposes of this Deed, a Receiver may:

         (a)   appoint and discharge managers,  officers,  agents,  accountants,
               servants,  workmen and others upon such terms as to  remuneration
               or otherwise as he may think proper; and

         (b)   discharge any such persons appointed by the Company.

11.7     LEASES

         A  Receiver  may let any  Security  Asset  for any term and at any rent
         (with or  without a  premium)  which he thinks  proper and may accept a
         surrender  of any lease or tenancy of any  Security  Asset on any terms
         which he thinks  fit  (including  the  payment  of money to a lessee or
         tenant on a surrender).

11.8     LEGAL ACTIONS

         A Receiver  may bring,  prosecute,  enforce,  defend  and  abandon  all
         actions,  suits and proceedings in relation to any Security Asset as he
         considers expedient.
<PAGE>

11.9     POSSESSION

         A Receiver  may take  immediate  possession  of, get in and collect any
         Security Asset.

11.10    PROTECTION OF ASSETS

         A Receiver may, in each case as he may think fit:

         (a)   make and effect all repairs and  insurances and do all other acts
               which  the  Company  might  do in  the  ordinary  conduct  of its
               business be they for the protection or for the improvement of the
               Security Assets;

         (b)   commence and/or complete any building operations on the Mortgaged
               Property or other Security Asset; and

         (c)   apply  for  and  maintain  any  planning   permission,   building
               regulation approval or any other permission, consent or licence.

11.11    RECEIPTS

         A Receiver  may give valid  receipts  for all  moneys and  execute  all
         assurances and things which may be expedient for realising any Security
         Asset.

11.12    SALE OF ASSETS

         A Receiver  may sell,  exchange,  convert  into money and  realise  any
         Security Asset by public auction or private  contract in any manner and
         on any terms which he thinks  proper.  The  consideration  for any such
         transaction  may  consist  of cash,  debentures  or other  obligations,
         shares,   stock  or   other   valuable   consideration   and  any  such
         consideration  may be  payable in a lump sum or by  instalments  spread
         over such  period as he thinks  fit.  Fixtures  may be severed and sold
         separately from the property containing them without the consent of the
         Company.

11.13    SUBSIDIARIES

         A Receiver  may form a  subsidiary  of the Company and transfer to that
         subsidiary any Security Asset.

12.      APPLICATION OF PROCEEDS

         Any moneys  received  by Burdale  or any  Receiver  after this Deed has
         become  enforceable shall be applied in the following order of priority
         (but without prejudice to the right of Burdale to recover any shortfall
         from the Company):

         (a)   in  satisfaction  of or  provision  for all  costs  and  expenses
               incurred by Burdale or any Receiver and of all  remuneration  due
               to any Receiver under this Deed;

         (b)   in or towards payment of the Secured  Liabilities or such part of
               them as is then due and payable to Burdale; and
<PAGE>

         (c)   in payment of the surplus (if any) to the Company or other person
               entitled to it.

13.      EXPENSES AND INDEMNITY

         Immediately  upon  demand,  the  Company  shall pay all other costs and
         expenses  (including  legal fees and VAT) incurred from time to time in
         connection with the enforcement of or preservation of rights under this
         Deed by Burdale,  or any Receiver,  attorney,  manager,  agent or other
         person  appointed  by Burdale  under this Deed or by statute,  and keep
         each of them  indemnified  against  any  failure or delay in paying the
         same  (including  any arising from any actual or alleged  breach by any
         person of any Environmental Law or Licence).

14.      DELEGATION

         Burdale and any  Receiver  may  delegate by power of attorney or in any
         other manner to any person any right,  power or discretion  exercisable
         by Burdale under this Deed.  Any such  delegation  may be made upon the
         terms (including power to sub-delegate)  and subject to any regulations
         which  Burdale  or such  Receiver  (as the case may be) may think  fit.
         Neither  Burdale  nor  any  Receiver  will  be in  any  way  liable  or
         responsible  to the Company for any loss or liability  arising from any
         act,  default,  omission or misconduct on the part of any such delegate
         or sub-delegate.

15.      FURTHER ASSURANCES

         The Company shall, at its own expense,  take whatever action (including
         payment of all stamp duties and other  registration  fees) Burdale or a
         Receiver may reasonably require for:

         (a)   perfecting or protecting  the security  intended to be created by
               this Deed over any Security Asset; and

         (b)   facilitating  the  realisation  of  any  Security  Asset  or  the
               exercise  of any  right,  power  or  discretion  exercisable,  by
               Burdale  or any  Receiver  or any of its or  their  delegates  or
               sub-delegates  in respect of any Security  Asset,  including  the
               execution of any transfer, conveyance, assignment or assurance of
               any  property  whether  to Burdale  or to its  nominees,  and the
               giving of any notice,  order or  direction  and the making of any
               registration,   which  in  any  such  case,   Burdale  may  think
               expedient.

16.      POWER OF ATTORNEY

         The Company,  by way of security,  irrevocably  and severally  appoints
         Burdale,  each Receiver and any of their delegates or  sub-delegates to
         be its attorney to take any action which the Company is obliged to take
         under this Deed,  including,  without  limitation,  under Clause 15 and
         Clause  6.3(e) and Clause  6.3(n).  The Company  ratifies  and confirms
         whatever  any  attorney   does  or  purports  to  do  pursuant  to  its
         appointment under this Clause.

<PAGE>

17.      MISCELLANEOUS

17.1     ADDITIONAL SECURITY

         The security  constituted  by this Deed is in addition to and is not in
         any way  prejudiced by any other security now or  subsequently  held by
         Burdale for any of the Secured Liabilities.

17.2     CONTINUING SECURITY

         The security  constituted by this Deed is continuing and will extend to
         the ultimate balance of all the Secured Liabilities,  regardless of any
         intermediate payment or discharge in whole or in part.

17.3     COVENANT TO PAY

         The  Company  shall pay or  discharge  the Secured  Liabilities  in the
         manner provided for in any document  creating or evidencing the Secured
         Liabilities and/or otherwise as agreed from time to time.

17.4     H.M. LAND REGISTRY

         The Company  applies to the Chief Land  Registrar for a restriction  in
         the following  terms to be entered on the Register of Title relating to
         any property  registered  at H.M. Land Registry in its name and against
         which this Deed may be noted:

                  "Except under an order of the  Registrar,  no  disposition  or
                  dealing  by the  proprietor  of the  land is to be  registered
                  without  the consent of the  proprietor  for the time being of
                  the Deed dated  December  1999  between  Cerplex  Limited  and
                  Burdale Financial Limited."

17.5     NEW ACCOUNTS

         If Burdale  receives,  or is deemed to be affected by, notice,  whether
         actual or  constructive,  of any  subsequent  charge or other  interest
         affecting  any  Security  Asset  and/or  the  proceeds  of  sale of any
         Security  Asset,  Burdale may open a new account with the  Company.  If
         Burdale does not open a new account,  it shall  nevertheless be treated
         as if it had done so at the time when it received or was deemed to have
         received notice. As from that time all payments made to Burdale will be
         credited or be treated as having  been  credited to the new account and
         will not operate to reduce any amount for which this Deed is security.

17.6     TACKING

         Burdale   covenants   with  the  Company  that  it  shall  perform  its
         obligations  under any  document  creating  or  evidencing  the Secured
         Liabilities   (including  any  obligation  to  make  available  further
         advances).
<PAGE>

18.      RELEASE

         Upon the expiry of the  Security  Period (but not  otherwise),  Burdale
         shall, at the request and cost of the Company , take whatever action is
         necessary to release the Security Assets from the security  constituted
         by this Deed and/or  reassign the benefit of the Security Assets to the
         Company.

19.      NOTICES

19.1     DELIVERY AND RECEIPT

         All  notices  pertaining  to this  Deed  shall be given in  writing  or
         facsimile and shall be deemed to be given as follows:

         (a)   if in writing, when delivered; and

         (b)   if by facsimile, when received,

         save that any notice  delivered  or  received on a  non-working  day or
         after  business  hours shall be deemed to be given on the next  working
         day at the place of delivery or receipt.

19.2     ADDRESSES

         (a)   The Company's address and facsimile number for notices are:

         Cerplex Limited
         76 Bilton Way
         Enfield, Middlesex EN3 7EP

         Facsimile no:             0208 443 8750
         For the attention of:     Finance Director

         or such as the  Company may notify to Burdale by not less than 10 days'
         notice.

         (b)   Burdale's address and facsimile number for notices are:

         53    Queen Anne Street
         London W1M 0HP

         Facsimile no:             0171 935 5445
         For the attention of:     Company Secretary

         or such as Burdale  may notify to the Company by not less than 10 days'
         notice.

20.      GOVERNING LAW

         This Deed is  governed  by English  law and the  parties  submit to the
         non-exclusive jurisdiction of the English courts.

<PAGE>

                      This  Deed  has  been  entered  into as a deed on the date
stated at the beginning of this Deed.

<PAGE>


                                   SCHEDULE 1
                               MORTGAGED PROPERTY


Freehold land and buildings on the West side of Bilton Way,  Enfield as the same
is registered at HM Land Registry under title number MX212336.


<PAGE>


                                   SCHEDULE 2
                  FORMS OF NOTICE TO BANKS AND ACKNOWLEDGEMENT

                                     PART I
                             BLOCKED ACCOUNT NOTICE

                      [On Headed Notepaper of the Company]


[Date]

To:      [Bank name]
         o Branch
         [Address]

         Attention:        o


Dear Sirs,

We hereby give you notice that by a Deed of Debenture  dated o (the "DEED"),  we
have  charged to Burdale  Financial  Limited  ("BURDALE")  by way of first fixed
charge all our  rights,  title,  interest  and  benefit in and to the  following
account  held with  yourselves  and all  amounts  standing to the credit of such
account from time to time:

         Account No. o, sort code oo-oo-oo (the "BLOCKED ACCOUNT").

We have also assigned (where assignable) or charged by way of first fixed charge
(where not  assignable) to Burdale  pursuant to the Deed all our rights,  title,
interest and benefit in and to inter alia,  all accounts,  accounts  receivable,
other  receivables,  book debts and other forms of obligations,  with respect to
goods and services  supplied by us to a customer  whether now owned or hereafter
acquired by us (the "ACCOUNTS RECEIVABLE").

Please  acknowledge  receipt of this letter by  returning a copy of the attached
letter  on your  own  headed  notepaper  with a  receipted  copy of this  notice
forthwith,  to Burdale  at 53 Queen Anne  Street,  London,  W1M 0HP,  Attention:
Company Secretary.

Yours faithfully

 .........................
for and on behalf of
CERPLEX LIMITED


<PAGE>


                         BLOCKED ACCOUNT ACKNOWLEDGEMENT

                        [On the Headed Notepaper of Bank]

                                     [Date]

To:               Burdale Financial Limited ("BURDALE")
                  53 Queen Anne Street
                  London W1M 0HP

Attention:        Company Secretary


Dear Sirs,

CERPLEX LIMITED (THE "COMPANY")

We refer to the  notice,  received  today  from the  Company (a copy of which we
attach, receipted) (the "NOTICE").

Terms not defined in this letter  shall have the  meanings  given to them in the
Notice.

WITH RESPECT TO THE NOTICE:

1.       We hereby acknowledge that:

         (a)   the Company has charged to Burdale by way of a first fixed charge
               all of its  rights,  title,  interest  and  benefit in and to the
               Blocked Account; and

         (b)   the  Company  has   absolutely   and  legally   assigned   (where
               assignable)  or charged by way of first fixed  charge  (where not
               assignable)  to Burdale all of its rights,  title,  interest  and
               benefit in and to the Accounts Receivable.

2.       We hereby  irrevocably  undertake  to you that  until  receipt by us of
         notice from you confirming  that you no longer have any interest in the
         Blocked Account and the Accounts Receivable, we shall:

         (a)   not exercise any right of combination,  consolidation,  merger or
               set-off  which we may have in respect of, or  otherwise  exercise
               any other  right  which we may have to apply any monies from time
               to time standing or accruing to the credit of the Blocked Account
               save for fees and charges  payable to us for the operation of the
               Blocked Account;

         (b)   promptly notify you of any renewal,  renumbering or redesignation
               of any and all of the Blocked Account;

         (c)   promptly  send to you  copies  with  respect  to all the  Blocked
               Account of all  statements  together  with copies of all credits,
               debits and notices  given or made by us in  connection  with such
               account;
<PAGE>

         (d)   not permit or effect any  withdrawal or transfer from the Blocked
               Account by or on behalf of the Company save for  withdrawals  and
               transfers requested by you in writing to us pursuant to the terms
               of this letter;

         (e)   comply with all instructions received by us from you from time to
               time with respect to the conduct of the Blocked Account  provided
               that such  instructions are given in accordance with the terms of
               this letter;

         (f)   comply with all instructions received by us from you from time to
               time with  respect  to the  movement  of funds  from the  Blocked
               Account provided that:

               (i)    all instructions are received in writing, by facsimile, to
                      us at facsimile number o, attention: o; and

               (ii)   all instructions must be received by 2pm if they are to be
                      complied  with  on the  same  Business  Day.  Instructions
                      received  outside such hours will be complied  with on the
                      next  Business  Day  following  such  receipt.   Facsimile
                      instructions  will  be  deemed  received  at the  time  of
                      transmission;

               (iii)  all  instructions are given in compliance with the mandate
                      entered into by you stipulating who may give  instructions
                      to us; and

               (iv)   to the extent that an  instruction is given which would in
                      our opinion cause the Blocked Account to become  overdrawn
                      we will transfer the outstanding balance in the account;

         (g)   (subject to paragraph (h) below) effect the following transaction
               on a daily basis unless we receive written notice to the contrary
               in accordance  with paragraph (f) above:  the cleared  balance of
               the  Blocked  Account  will be  transferred  into the  account at
               [Bank] account number o, being an account in your name designated
               the "[the Company] Loan Account" attn. o;

         (h)   we shall not be obliged to comply with any instructions  received
               from you or undertake the  transactions  set out in paragraph (g)
               where:

               (i)    due to circumstances  not within our direct control we are
                      unable to comply with such instructions; and

               (ii)   that to comply with such  instructions will breach a Court
                      Order or be contrary to applicable law;

               and in each case we shall give notice  thereof to the Company and
               Burdale  as  well as  reasons  why we  cannot  comply  with  such
               instructions;

               (i)    in the  event  that  we are  unable  to  comply  with  any
                      instructions due to circumstances set out in paragraph (h)
                      we shall not be responsible  for any loss caused to you or
                      to the Company and in any event we shall not be liable for
                      any consequential,  special,
<PAGE>
               secondary  or  indirect  loss of or  damage to goodwill,  profits
               or anticipated savings (however caused); and

         (j)   you  acknowledge  that we are obliged to comply with the terms of
               this letter and that we have no notice of the  particulars of the
               charge granted to you by the Company other than as set out in the
               Notice and this letter.  You further  acknowledge that subject to
               the  terms of this  letter  we shall  not be liable to you in any
               respect if the Company  operates the Blocked Account in breach of
               any agreement entered into by the Company with you.

We note that,  for the  purposes of this  letter,  all  notices,  copy  notices,
advices and correspondence to be delivered to you shall be effectively delivered
if sent by facsimile to you at number 0171-935-5445 or by post at the address at
the top of this letter,  in both cases  marked for the  attention of the Company
Secretary.

This letter is governed by and shall be  construed  in  accordance  with English
law.

Yours faithfully


 ......................
for and on behalf of
[BANK]



We hereby acknowledge and accept the terms of this letter



 ..........................
for and on behalf of
BURDALE FINANCIAL LIMITED


<PAGE>


                                     Part II
                              OTHER ACCOUNTS NOTICE

                      [On Headed Notepaper of the Company]


[Date]

To:      [Bank name]
         o Branch
         [Address]

         Attention:        o


Dear Sirs,

We hereby give you notice that by a Deed of Debenture  dated o (the "DEED"),  we
have  charged to Burdale  Financial  Limited  ("BURDALE")  by way of first fixed
charge all our  rights,  title,  interest  and  benefit in and to the  following
accounts  held with  yourselves  and all amounts  standing to the credit of such
accounts from time to time:

         Account No. o, sort code oo-oo-oo
         Account No. o, sort code oo-oo-oo
         Account No. o, sort code oo-oo-oo
         [Repeat as necessary]

         (the "CHARGED ACCOUNTS").

We have also assigned (where assignable) or charged by way of first fixed charge
(where not  assignable) to Burdale  pursuant to the Deed all our rights,  title,
interest and benefit in and to inter alia,  all accounts,  accounts  receivable,
other  receivables,  book debts and other forms of obligations,  with respect to
goods and services  supplied by us to a customer  whether now owned or hereafter
acquired by us (the "ACCOUNTS RECEIVABLE").

Please  acknowledge  receipt of this letter by  returning a copy of the attached
letter  on your  own  headed  notepaper  with a  receipted  copy of this  notice
forthwith,  to Burdale  at 53 Queen Anne  Street,  London,  W1M 0HP,  Attention:
Company Secretary.

Yours faithfully



 .......................
for and on behalf of
CERPLEX LIMITED


<PAGE>


                         OTHER ACCOUNTS ACKNOWLEDGEMENT

                        [On the Headed Notepaper of Bank]

[Date]

To:               Burdale Financial Limited ("BURDALE")
                  53 Queen Anne Street
                  London W1M 0HP

Attention:        Company Secretary


Dear Sirs,

CERPLEX LIMITED (THE "COMPANY")

We refer to the  notice,  received  today  from the  Company (a copy of which we
attach, receipted) (the "NOTICE").

Terms not defined in this letter  shall have the  meanings  given to them in the
Notice.

WITH RESPECT TO THE NOTICE:

1.       We hereby acknowledge that:

         (a)   the Company has charged to Burdale by way of a first fixed charge
               all of its  rights,  title,  interest  and  benefit in and to the
               Charged Accounts; and

         (b)   the  Company  has   absolutely   and  legally   assigned   (where
               assignable)  or charged by way of first fixed  charge  (where not
               assignable)  to Burdale all of its rights,  title,  interest  and
               benefit in and to the Accounts Receivable.

2.         We hereby  irrevocably  undertake to you that until  receipt by us of
           notice from you  confirming  that you no longer have any  interest in
           the Charged Accounts and the Accounts Receivable, we shall:

         (a)   not exercise any right of combination,  consolidation,  merger or
               set-off  which we may have in respect of, or  otherwise  exercise
               any other  right  which we may have to apply any monies from time
               to  time  standing  or  accruing  to the  credit  of the  Charged
               Accounts  save  for  fees  and  charges  payable  to us  for  the
               operation of the Charged Accounts;

         (b)   promptly notify you of any renewal,  renumbering or redesignation
               of any and all of the Charged Accounts;

         (c)   promptly  send to you  copies  with  respect  to all the  Charged
               Accounts of all  statements  together with copies of all credits,
               debits and notices  given or made by us in  connection  with such
               account;
<PAGE>

         (d)   upon receipt by us of a notice from you  declaring  that an event
               of default has occurred  under the Deed,  not to permit or effect
               any  withdrawal  or transfer  from the Charged  Accounts save for
               withdrawals  and  transfers  requested  by you in  writing  to us
               pursuant to the terms of this letter;

         (e)   comply with all instructions received by us from you from time to
               time with respect to the conduct of the Charged Accounts provided
               that such  instructions are given in accordance with the terms of
               this letter;

         (f)   comply with all instructions received by us from you from time to
               time with  respect  to the  movement  of funds  from the  Charged
               Accounts provided that:

               (i)    all instructions are received in writing, by facsimile, to
                      us at facsimile number o, attention: o; and

               (ii)   all instructions must be received by 2pm if they are to be
                      complied  with  on the  same  Business  Day.  Instructions
                      received  outside such hours will be complied  with on the
                      next  Business  Day  following  such  receipt.   Facsimile
                      instructions  will  be  deemed  received  at the  time  of
                      transmission; and

               (iii)  all  instructions are given in compliance with the mandate
                      entered into by you stipulating who may give  instructions
                      to us.

         (g)   we shall not be obliged to comply with any instructions  received
               from you where:

               (i)    due to circumstances  not within our direct control we are
                      unable to comply with such instructions; and

               (ii)   that to comply with such  instructions will breach a Court
                      Order or be contrary to applicable law;

               and in each case we shall give notice  thereof to the Company and
               Burdale  as  well as  reasons  why we  cannot  comply  with  such
               instructions;

         (h)   in the event that we are unable to comply  with any  instructions
               due to  circumstances  set out in  paragraph  (g) we shall not be
               responsible  for any loss  caused to you or to the Company and in
               any event we shall not be liable for any consequential,  special,
               secondary or indirect  loss of or damage to goodwill,  profits or
               anticipated savings (however caused); and

         (i)   you  acknowledge  that we are obliged to comply with the terms of
               this letter and that we have no notice of the  particulars of the
               charge granted to you by the Company other than as set out in the
               Notice and this letter.  You further  acknowledge that subject to
               the  terms of this  letter  we shall  not be liable to you in any
               respect if the Company operates the Charged Accounts in breach of
               any agreement entered into by the Company with you.
<PAGE>

We note that,  for the  purposes of this  letter,  all  notices,  copy  notices,
advices and correspondence to be delivered to you shall be effectively delivered
if sent by facsimile to you at number 0171-935-5445 or by post at the address at
the top of this letter,  in both cases  marked for the  attention of the Company
Secretary.

This letter is governed by and shall be  construed  in  accordance  with English
law.

Yours faithfully


 .......................
for and on behalf of
[BANK]



We hereby acknowledge and accept the terms of this letter



 .........................
for and on behalf of
BURDALE FINANCIAL LIMITED


<PAGE>


                                   SCHEDULE 3
                                  GROUP SHARES

COMPANY NAME      TYPE OF SHARE       NO. OF SHARES        NOMINEE (IF ANY)



                        NONE AS AT THE DATE OF THIS DEED


<PAGE>


                                   SCHEDULE 4
                      DETAILS OF CREDIT INSURANCE POLICIES


ACCOUNT DEBTOR        INSURER        POLICY NO.        AGGREGATE INSURED AMOUNT



                        NONE AS AT THE DATE OF THIS DEED


<PAGE>


                                   SCHEDULE 5
                            FORM OF NOTICE TO INSURER

                    [On the Headed Notepaper of the Company]]

[Date]

To:      [Insurer]
         [Address]

         Attention:        o



Dear Sirs,

We  hereby  give  you  notice  that  by a Deed  of  Debenture  dated  o, we have
absolutely and legally assigned to Burdale Financial Limited ("Burdale") all our
rights,  title,  interest and benefit in and to the following insurance policies
held with yourselves:

1. Policy No. o re account debtor o in an insured amount of (pounds)o, dated o;

2. Policy No. o re account debtor o in an insured amount of (pounds)o, dated o;

3. Policy No. o re account debtor o in an insured amount of (pounds)o, dated o;

(together the "POLICIES").

Please  acknowledge  receipt of this letter by  returning a copy of the attached
letter  on your  own  headed  notepaper  with a  receipted  copy of this  notice
forthwith,  to Burdale at 53 Queen Anne Street,  London W1M 0HP, attention:  the
Company Secretary.

Yours faithfully


 .........................
for and on behalf of
CERPLEX LIMITED


<PAGE>


                      FORM OF ACKNOWLEDGEMENT FROM INSURER

                    [On the Headed Notepaper of the Insurer]


[Date]

To:               Burdale Financial Limited ("BURDALE")
                  53 Queen Anne Street,
                  London W1M 0HP

Attention:        Company Secretary



Dear Sirs,

Re:      CERPLEX LIMITED (THE "COMPANY")

We refer to the  notice,  received  today  from the  Company (a copy of which we
attach, receipted) (the "NOTICE").

Terms not defined in this letter  shall have the  meanings  given to them in the
Notice.

WITH RESPECT TO THE NOTICE:

We hereby  acknowledge  that the  Company  has  assigned  to Burdale  all of its
rights, title, interest and benefit in and to the Policies.

We note and accept that the Company is not entitled to agree to cancel or modify
the Policies in any way except with your prior written consent.

We agree  that if the  Company  is in breach of any  provision  under any of the
Policies  whether by failure to pay the premiums or  otherwise,  we shall before
terminating  any of the Policies or otherwise  enforcing our rights  against the
Company, notify you in writing of the breach and allow you 14 (fourteen) days to
remedy the breach.

We hereby  acknowledge  that you are under no  obligation or liability to remedy
any  breach or  otherwise  to  comply  with any  obligations  on the part of the
Company under the Policies.

We note that for the purposes of this letter all notices, copy notices,  advices
and correspondence to be delivered to you shall be effectively delivered if sent
by facsimile to you at number 0171-935 5445 or by post at the address at the top
of this letter, in both cases marked for the attention of the Company Secretary.

<PAGE>

This letter is governed by and shall be  construed  in  accordance  with English
Law.

Yours faithfully


 ..........................
for and on behalf of
[INSURER]


<PAGE>


                                   SCHEDULE 6
          NOTICE TO BE AFFIXED TO INVOICES AND SENT TO ACCOUNT DEBTORS


                                     PART I


Please   note  that  all  our  rights  to  the  debt  owed  by  you  under  this
invoice/invoice  no. o have (if  assignable)  been  assigned  by us  outright to
Burdale  Financial Limited  ("BURDALE").  If this debt is not assignable for any
reason, we have granted Burdale a fixed charge over all our rights in this debt.

Payment must be made (i) by cheque to us, PO Box o or (ii) by funds  transfer to
account number o at [Bank], o Branch, Sort Code oo-oo-oo,  otherwise,  if it has
been assigned, you will not be discharged from this debt.

If you intend to withhold payment of this debt as a result of alleged default by
us, you must first  notify  Burdale at 53 Queen Anne  Street,  London,  W1M 0HP,
Attention: Company Secretary.

Unless  and until we give you notice to the  contrary,  we are not  entitled  to
transfer  any of our  interest  or rights in this debt to any party  (other than
Burdale).


                                     PART II


Please note that now we have received  your formal  consent to our assigning all
our rights to the debt owed by you invoice no. o (the  "DEBT") we have  assigned
the Debt to Burdale Financial Limited ("BURDALE").

Payment must be made (i) by cheque,  to us, PO Box o or (ii) by funds  transfer,
to  account  no. o at  [Bank],  o Branch,  sort code  oo-oo-oo.  You will not be
discharged from the Debt unless you make payment in this way.

<PAGE>

                                   SCHEDULE 7
                                 OTHER ACCOUNTS

BANK                    BRANCH                   SORT CODE          ACCOUNT NO.


<PAGE>


                                   SIGNATORIES



THE COMPANY

Signed on behalf of
CERPLEX LIMITED                             /s/ TE CHARLES MINCHIN
by its attorney for                         -----------------------
delivery as a deed in the                   TE CHARLES MINCHIN as attorney
presence of :


WITNESS:




ADDRESS:




OCCUPATION:



BURDALE

BURDALE FINANCIAL LIMITED


By:



                       By: