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                                                                    EXHIBIT 4.13


                               DATED 15 APRIL 1999










                      CENTEX DEVELOPMENT COMPANY UK LIMITED




                                   INSTRUMENT


                                  CONSTITUTING
                  GUARANTEED UNSECURED SET OFF LOAN NOTES 2001























                               LINKLATERS & PAINES
                                 One Silk Street
                                 London EC2Y 8HQ

                             TEL: (+44) 171 456 2000

                                  Ref: SGG/JLF



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         THIS INSTRUMENT is entered into as a deed this 15 day of April 1999 by

         CENTEX DEVELOPMENT COMPANY UK LIMITED (Company No 3720116]) whose
         registered office is at Goldville House, Church Street West, Woking
         GU21 1DJ (hereinafter called the "COMPANY")

         WHEREAS:

         (A)   The Company by a resolution of its Board of Directors or a duly
               authorised committee thereof passed on 15 April 1999 authorised
               the creation of the Guaranteed Unsecured Loan Notes 2001 in
               connection with the acquisition by the Company of the entire
               issued class "A" share capital of Fairclough Homes Group Limited
               (the "ACQUISITION") to be constituted as hereinafter provided and
               subject to and with the benefit of the Schedules which shall be
               deemed to be part of this Instrument; and

         (B)   The payment of amounts due in respect of the Notes and
               performance of the Company's obligations under this Deed have
               been guaranteed pursuant to a Guarantee (as defined below).

         NOW THIS INSTRUMENT WITNESSES AND DECLARES as follows:

1        DEFINITIONS

1.1      In this Instrument and the Schedules the following expressions shall,
         unless the context requires otherwise, have the following meanings:

         "AMEC" means AMEC Finance Limited;

         "AMEC RETAINED GROUP" means AMEC p.l.c. and its subsidiary undertakings
         from time to time other than the Group Companies and the Management
         Companies (as defined in the Share Purchase Agreement);

         "BUSINESS DAY" means any day (excluding Saturdays and Sundays) on which
         banks in London are open for business;

         "CERTIFICATE" means a certificate substantially in the form set out in
         the First Schedule duly executed by the Company relating to the Notes
         represented by it;

         "CLOSING" shall have the meaning set out in the Share Purchase
         Agreement;

         "CONDITIONS" means the conditions set out in the Second Schedule as the
         same may be modified from time to time in accordance with the
         provisions herein contained;

         "DIRECTORS" means the Board of Directors for the time being of the
         Company or a duly authorised committee thereof;

         "FHGL" means Fairclough Homes Group Limited;

         "GROUP COMPANY" means any one of Fairclough Homes Group Limited and its
         subsidiary undertakings other than in Condition 5 when Group Company
         shall have the meaning set out in the Share Purchase Agreement;

         "GUARANTEE" means the Guarantee dated of even date hereof executed by
         Centex Homes, Centex Development Company L.P., Centex Corporation and
         the Company;

         "GUARANTORS" means Centex Homes, Centex Development Company LP. and
         Centex Corporation;

         "INDEBTEDNESS" includes any obligation (whether present or future,
         actual or contingent, secured or unsecured, as principal, surety or
         otherwise) for the payment or repayment of money;

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         "NOTEHOLDERS" means the several persons for the time being entered on
         the Register as the holders of the Notes;

         "NOTES" means the Guaranteed Unsecured Loan Notes 2001 hereby
         constituted;

         "REGISTER" means the register of Noteholders to be maintained by the
         Company in accordance with Clause 7;

         "REPAYMENT" includes "redemption" and vice versa and the words "repay",
         "redeem", "repayable", "redeemable", "repaid" and "redeemed" shall be
         construed accordingly;

         "SHARE PURCHASE AGREEMENT" means the agreement entered into on even
         date hereto between AMEC p.l.c., AMEC Finance Limited and the Company
         in connection with the Acquisition; and

         "TRANSFER OFFICE" means Goldvale House, Church Street West, Woking,
         GU21 1DJ or such other place within the United Kingdom as the Directors
         may determine and notify each of the Noteholders in writing where the
         Company is situate for the time being.

1.2      References herein to "THIS INSTRUMENT" or "THIS DEED" shall include any
         Schedules hereto and references herein to Clauses, Conditions,
         paragraphs, sub-paragraphs or Schedules are to clauses, conditions,
         paragraphs, sub-paragraphs hereof or to the schedules hereto.

1.3      Subject as expressly defined any words and expressions defined in the
         Companies Act 1985 and used herein shall have the same meanings when
         used in this Instrument.

1.4      References herein to any provision of any statute shall be deemed also
         to refer to any statutory modification or re-enactment thereof from
         time to time in force.

1.5      Words used herein denoting persons shall include corporations, the
         masculine gender shall include the feminine and the neuter and the
         singular shall include the plural and vice versa.

1.6      The headings herein are for convenience of reference only, do not
         constitute a part of this instrument and shall not be deemed to limit,
         extend or otherwise affect the meaning of any of the provisions hereof.

1.7      "LIQUIDATED LOSS", "LOSS", "OPERATING PROFITS", "SHAREHOLDERS
         AGREEMENT" and "WARRANTIES" shall have their respective meanings as set
         out in the Share Purchase Agreement.

2        AMOUNT OF THE NOTES

         The principal amount of the Notes constituted by this Instrument is
         (pounds) l0,000.000. The Notes shall be issued fully-paid in
         denominations of (pounds) 1 in nominal amount or integral multiples
         thereof and shall be transferable in such amounts as provided in the
         Second Schedule.

3        STATUS OF THE NOTES

         The Notes when issued shall rank pari passu equally and rateably
         without discrimination or preference and as unsecured obligations of
         the Company except for those obligations as may be preferred by law.
         The Notes shall be known as the "GUARANTEED UNSECURED LOAN NOTES 2001".

4        CONDITIONS OF ISSUE

         The Conditions and provisions contained in the Schedules shall have
         effect in the same manner as if such Conditions and provisions were set
         out herein. The Notes shall be held subject to and with the benefit of
         the Conditions and of the provisions in the Schedules, all of which
         shall be binding on the Company and the Noteholders and all persons
         claiming through them respectively.


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5        COVENANTS BY THE COMPANY

         The Company hereby covenants with the Noteholders and each of them duly
         to perform and observe the obligations on its part contained in this
         Instrument to the intent that this Instrument shall enure for the
         benefit of all Noteholders each of whom may sue for the performance or
         observance of the provisions hereof so far as his holding of Notes is
         concerned.

6        CERTIFICATES FOR NOTES

6.1      Each Noteholder will, subject to the terms of this Instrument, be
         entitled without charge to one Certificate for the aggregate number of
         Notes registered in his name or, if so requested by a Noteholder, two
         Certificates each representing a tranche of the Notes registered in his
         name and together representing the aggregate number of Notes registered
         in his name. Each Certificate shall bear a denoting number and shall be
         executed by the Company. Every Certificate shall be in the form or
         substantially in the form set out in the First Schedule and shall have
         the Conditions endorsed thereon.

6.2      The Company shall not be bound to register more than four persons as
         the joint holders of any Notes and in the case of Notes held jointly by
         several persons the Company shall not be bound to issue more than one
         Certificate therefor. Delivery of a Certificate to one of such persons
         shall be sufficient delivery to all. When a Noteholder transfers or has
         redeemed part only of his Notes, the old Certificate shall be cancelled
         and a new Certificate for the balance of such Notes issued without
         charge.

7        REGISTER OF NOTES

7.1      The Company shall at all times keep at the Transfer Office or at its
         registered office a Register showing:

         (a) the names and addresses of the holders for the time being of the
         Notes and, in the case of joint holders, the names of the joint holders
         and the address of the first named holder;

         (b) the amount of the Notes held by each registered holder and, in the
         case of joint holders, the amount of Notes held by the joint holders
         taken together;

         (c) the date on which the name of each individual registered holder
         (including, in the case of joint holders, each joint holder) is entered
         in respect of the Notes standing in his or their name; and

         (d) the number of each Certificate for the Notes issued and the date of
         issue thereof.

         Any change of name or address on the part of any Noteholder shall
         forthwith be notified to the Company and as soon as reasonably
         practicable (and in any event within 5 Business Days) the Register
         shall be altered accordingly. The Noteholders or any of them and any
         person (not being a person to whom the Company may reasonably object)
         authorised in writing by any Noteholder shall be at liberty, at all
         reasonable times during office hours on any Business Day, to inspect
         the Register.

7.2      Except as required by law, the Company will recognise the registered
         holder of any Notes as the absolute owner thereof for all purposes and
         shall not (except as ordered by a court of competent jurisdiction) be
         bound to take notice or see to the execution of any trust, whether
         express, implied or constructive, to which any Notes may be subject and
         the receipt of the registered holder for the time being of any Notes,
         or in the case of joint registered holders the receipt of any of them,
         for the principal moneys payable in respect thereof or for the interest
         from time to time accruing due in respect thereof or for any other
         moneys payable in respect thereof shall be a good discharge to the
         Company, notwithstanding any notice it may have. whether express or
         otherwise, of the right, title, interest or claim of any other person
         to or in such Notes, interest or moneys.

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         The Company shall not be bound to enter any notice of any trust,
         whether express, implied or constructive, on the Register in respect of
         any Notes. The provisions of this Clause 7.2 are subject to the
         provisions of Condition 5 in Schedule 2.

7.3      Noteholders shall be entitled to receive a copy of this Instrument
         without charge on application to the Company.

8        REDEMPTION

         On 30 March 2001 (the "REDEMPTION DATE"), the Company will pay to each
         of the Noteholders the principal amount of the Notes held by the
         relevant Noteholder on that date.

9        SET OFF

         The Loan Notes are issued subject to the set off provisions contained
         in Condition 5 of Schedule 2.

10       GOVERNING LAW

         This Instrument and the Notes shall be governed by, and construed and
         enforced in accordance with English law without regard to the conflict
         of law rules thereof. The Company irrevocably agrees that the Courts of
         England are to have exclusive jurisdiction to settle any disputes which
         may arise out of or in connection with this Instrument and the Notes.

         IN WITNESS whereof this Instrument has been executed and delivered as a
         deed on the date first stated above.


         EXECUTED as a DEED by               )
         CENTEX DEVELOPMENT                  )
         COMPANY UK LIMITED                  )
         acting by                           )

         Director                  /s/ Stewart A. Baseley

         Director/Secretary        /s/ Paul M. Bak



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                               THE FIRST SCHEDULE

                               FORM OF CERTIFICATE

     CERTIFICATE NO.           ISSUE DATE                 AMOUNT
                                                          L.

                      CENTEX DEVELOPMENT COMPANY UK LIMITED

         (Incorporated with limited liability under the laws of England
                         with registered number 3720116)

                      GUARANTEED UNSECURED LOAN NOTES 2001

         THIS IS TO CERTIFY THAT the undermentioned is/are the registered
         holder(s) of the amount set out below of the Guaranteed Unsecured Loan
         Notes 2001 constituted by an instrument entered into by the Company on
         15 April 1999 (the "INSTRUMENT") and issued with the benefit of and
         subject to the provisions contained in the Instrument. Where the
         context so admits, words and expressions defined in the Instrument
         shall bear the same meanings in the Conditions endorsed hereon.

         This Certificate is evidence of entitlement only. Title to the Notes
         passes only on due registration on the Register and any payment due on
         the Notes will be made only to the duly registered holder.

         NAMES OF HOLDER(S)                                   AMOUNT OF NOTES

         SIGNED AND DELIVERED AS A DEED
         by CENTEX DEVELOPMENT COMPANY UK LIMITED
         ACTING BY:

         Director                           Director/Secretary

         DATED:            APRIL 1999

         NOTES:

1        The Notes are repayable in accordance with the Conditions endorsed
         hereon.

2        This Certificate must be surrendered before any transfer, whether of
         the whole or any part of the Notes comprised in it, can be registered
         or any new Certificate issued in exchange.

3        The Notes are transferable in accordance with the Conditions endorsed
         hereon and this Certificate must be lodged together with the instrument
         of transfer (which must be signed by the transferor or by a person
         authorised to sign on behalf of the transferor) at the Transfer Office.

4        A copy of the Instrument is available for inspection at the Transfer
         Office at all reasonable times during office hours on any Business Day.
         Noteholders shall be entitled to receive a copy of the Instrument and
         its Schedules without charge on application to the Company.

5        No interest is payable on the Notes.


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                               THE SECOND SCHEDULE

                                 THE CONDITIONS

1        REPAYMENT, PURCHASE AND REDEMPTION

         Unless previously repaid, redeemed or purchased by the Company and
         subject to Condition 5, the amount of the Notes held by each Noteholder
         shall be repaid on 30 March 2001. Payment of the amount of the Notes
         shall be in the manner specified in Condition 3.

2        EVENTS ON WHICH NOTES BECOME IMMEDIATELY REPAYABLE

         Notwithstanding any other provisions of the Instrument or these
         Conditions, each Noteholder shall be entitled to require all or part of
         the Notes registered in the name of that Noteholder (so far as not
         previously repaid and unless otherwise agreed in writing by that
         Noteholder) to be repaid at par, (subject to any legal requirement to
         deduct tax therefrom), in each and every of the following events,
         immediately upon written notice by such Noteholder to the Company
         whilst the same is continuing:

2.1      failure by the Company to pay, within five Business Days after the due
         date for payment, any amount payable on any of the Notes held by that
         Noteholder and such failure is not remedied within five Business Days
         after notice of that default has been given by such Noteholder to the
         Company; or

2.2      the making of an order by a competent court or the passing of an
         effective resolution for the winding-up or dissolution of any Group
         Company (other than for the purposes of a reconstruction, amalgamation,
         merger or members' voluntary winding-up on terms previously approved in
         writing by any director or the Company Secretary of AMEC p.l.c., (such
         consent not to be unreasonably withheld or delayed); or

2.3      the taking of possession by an encumbrancer of, or the appointment of a
         trustee, administrator or administrative receiver or manager or a
         similar officer over, or an administration order being made in respect
         of, the whole or substantially the whole of the undertaking or property
         of any Group Company, unless the same is paid out or discharged within
         thirty days or any similar or analogous event in any jurisdiction; or

2.4      the Company does not perform or comply with any one or more of its
         other obligations under this Instrument and, if that default is capable
         of remedy, it is not remedied within five Business Days after notice of
         that default has been given to it by any Noteholder or AMEC p.l.c.; or

2.5      Centex Corporation fails to procure a letter of credit from a USA or UK
         bank (reasonably acceptable to AMEC p.l.c.) in accordance with clause 7
         of the Guarantee and such failure is not remedied within five Business
         Days after notice of that default has been given by any Noteholder or
         AMEC p.l.c. to the Company; or

2.6      any other Indebtedness of any Group Company (other than Fairpine
         Limited, Viewton Properties and the Management Companies) becomes due
         and payable before its normal maturity by reason of any actual default,
         event of default or the like (however described) or is not paid when
         due nor within any applicable grace period in any agreement relating to
         that Indebtedness or, as a result of any actual event of default or the
         like (however described) any facility relating to any such Indebtedness
         is or is declared to be cancelled or terminated before its normal
         expiry date and such failure is not remedied within three Business Days
         after notice of that default has been given by any Noteholder to the
         Company; or

2.7      Centex Corporation is insolvent or unable to pay its debts, stops,
         suspends payment of all or a material part of (or of a particular type
         of) its Indebtedness, begins negotiations or takes any other step with
         a view to the deferral, rescheduling or other readjustment of all of
         (or all of a particular

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         type of) its Indebtedness (or of any part which it will or might
         otherwise be unable to pay when due), proposes or makes a general
         assignment or an arrangement or composition with or for the benefit of
         the relevant creditors or a moratorium is agreed or declared in respect
         of or affecting all or a material part of (or of a particular type of)
         the Indebtedness of the Company, the Guarantors or any Group Company;

2.8      it is or will become unlawful for the Company and/or the Guarantor to
         perform or comply with any one or more of its payment obligations under
         the Instrument or the Notes;

2.9      the Guarantees contained in the Guarantee are not (or are claimed by
         the Company or any one of the Guarantors not to be) in full force and
         effect; or

2.10     any event occurs which under the law of any relevant jurisdiction, has
         an analogous or equivalent effect to any event mentioned in this
         Condition.

         The Company shall give the Noteholders notice of the happening of any
         of the foregoing events promptly after becoming aware of the same.

3        PAYMENT

         Payment under the terms of this Instrument shall be effected by
         crediting on the relevant payment date the account specified by the
         relevant Noteholder to the Company at least three Business Days prior
         to the relevant payment date. If no such account has been specified,
         payment may be made by cheque, made payable to the Noteholder and sent
         to his address as set out in the register of Noteholders or, in the
         case of joint holders, to the first named holder or to such person or
         persons as the registered holder or joint holders may in writing,
         received by the Company at least three Business Days prior to the date
         of such payment, have directed. Every such cheque may be sent through
         the post no later than the Business Day preceding the due date for
         payment.

4        CANCELLATION

         All Notes repaid, redeemed or purchased by the Company in full shall be
         cancelled and the Company shall not be at liberty to keep the same for
         the purposes of re-issue or to re-issue the same.

5        RIGHT OF SET OFF

5.1      LIQUIDATED LOSSES; SET OFF

         5.1.1    Subject to AMEC's right to object to any set off or recoupment
                  of any Loss which has become a Liquidated Loss, the Company
                  shall be entitled to set off or recoup any Liquidated Loss
                  that has been actually incurred by or imposed upon the Company
                  pursuant to the Share Purchase Agreement against this Set Off
                  Loan Note (a "SET OFF").

         5.1.2    Prior to or concurrently with each exercise by the Company of
                  its right of Set Off, the Company shall deliver a written
                  notice to AMEC (the "SET OFF NOTICE"), which notice shall set
                  forth the amount of the Liquidated Loss, together with a
                  reasonably detailed statement of the circumstances under which
                  such Liquidated Loss was incurred and the total of all
                  Liquidated Losses that have been Set Off by the Company up to
                  the date of the Set Off Notice.

         5.1.3    The Company acknowledges that other than where the provisions
                  of Condition 5.1.4 below apply, the Company shall not be
                  entitled to a Set Off to the extent that the amount of any
                  loss is or has been reflected in a diminution of the Operating
                  Profits or a provision or reserve has been made by the Company
                  or the Group Company (and not disputed by AMEC).


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         5.1.4    If at the time the Company is entitled to a Set Off the
                  Company has injected equity capital into the Group Companies
                  or any of them pursuant to the Shareholders' Agreement, and
                  accordingly the Company is entitled to a proportionate share
                  of the net after tax earnings of the Group Companies, then
                  such Set Off will be applied against this Set Off Loan Note as
                  opposed to reducing the Operating Profits.

5.2      UNLIQUIDATED LOSSES; SET OFF RESERVES

         5.2.1    ESTABLISHMENT OF SET OFF RESERVES

                  Subject to AMEC's right to object to any set off or recoupment
                  of any Loss as provided below, at any time prior to the date
                  of redemption of this Set Off Loan Note (the "REDEMPTION
                  DATE"), if and to the extent that the Company reasonably
                  determines that it has a bona fide claim under the Warranties
                  that has not yet become a Liquidated Loss (an "UNLIQUIDATED
                  LOSS"), the Company shall be entitled to establish a reserve
                  equivalent to the amount it reasonably considers to be a
                  genuine estimate of the amount of the Loss (a "SET OFF
                  RESERVE") against this Set Off Loan Note in respect of such
                  Unliquidated Loss, provided that AMEC receives from the
                  Company the Set Off Reserve Notice 10 Business Days prior to
                  the Redemption Date. The Company shall take into consideration
                  the availability of insurance coverage for any Unliquidated
                  Loss in establishing any Set Off Reserve.

         5.2.2    SET OFF RESERVE NOTICE

                  10 Business Days prior to the establishment of a Set Off
                  Reserve, the Company shall deliver a written notice to AMEC
                  (the "SET OFF RESERVE NOTICE"), which notice shall set forth
                  the amount of the Unliquidated Loss, together with a
                  reasonably detailed statement of the basis for the Company's
                  determination that such Unliquidated Loss is reasonably likely
                  to be incurred by or imposed and the total of all Unliquidated
                  Losses that have been reserved by the Company to the date of
                  the Set Off Reserve Notice.

         5.2.3    SUSPENSION OF OBLIGATIONS

                  The obligation of the Company to pay this Set Off Loan Note to
                  AMEC, as provided in this Set Off Loan Note Instrument, shall
                  be suspended (but not the accrual of interest payable pursuant
                  to Condition 5.2.4) to the extent of the aggregate amount of
                  Set Off Reserves not settled pursuant to this Condition 5.2 at
                  the time of such payment.

         5.2.4    SETTLEMENT OF SET OFF RESERVES

                  If at any time it is determined (whether by agreement between
                  the parties or pursuant to the dispute resolution procedures
                  set forth in Condition 5.4 or as a result of a judicial
                  determination of the Final Loss Amount (as defined below))
                  that any Set Off Reserve exceeds the aggregate amount of the
                  Losses ultimately incurred by or imposed upon the Company as a
                  result of or based upon the events or conditions to which the
                  Set Off Reserve relates (or that Claim to which the Set Off
                  Reserve relates is not a valid claim) (the "FINAL LOSS
                  AMOUNT") or that the claim to which the Set Off Reserve
                  relates is not a valid claim, the amount of such Set Off
                  Reserve in excess of such Final Loss Amount or, as
                  appropriate, the entire Set Off Reserve, shall cease to be
                  suspended and shall be paid within 2 Business Days under and
                  in accordance with the terms of this Set Off Loan Note
                  together with interest at the rate of 1 % above the base rate
                  of National Westminster Bank Plc from 30 March 2001 until the
                  date of payment.

                  If and to the extent that at any time an Unliquidated Loss (in
                  respect of which a Set Off Reserve has been established)
                  becomes a Liquidated Loss which has not otherwise been
                  satisfied (the "FINAL LOSS AMOUNT"), the nominal value of this
                  Set Off Loan Note equivalent to the Final Loss Amount shall be
                  paid by the Company immediately upon such Unliquidated Loss
                  becoming a Liquidated Loss but the Company shall be deemed

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                  to be irrevocably and conditionally instructed by the
                  Noteholder to apply the proceeds of such repayment in payment
                  of the Liquidated Loss in full and final settlement of the
                  Liquidated Loss and so that AMEC shall have no further
                  liability to the Company in respect of the amount of Set Off
                  Reserve relating to such Liquidated Loss but, without
                  prejudice to the Company's right to recover the balance of
                  such Liquidated Loss from AMEC and the Company shall have no
                  further liability to any Noteholder in relation to this Set
                  Off Loan Note subject to such to repayment.

                  If and to the extent any Set Off Reserve has been established
                  and a provision is subsequently made in the accounts prepared
                  pursuant to clause 5 of the Shareholders' Agreement, then the
                  amount of such Set Off Reserve shall be reduced to the extent
                  that the preferential dividend paid to the holders of the "B"
                  Shares in the Company on or around 30 June 2001 is reduced by
                  the inclusion of such provision and the relevant amount shall
                  cease to be suspended and shall be paid within 2 Business Days
                  of the date on which the preferential dividend is paid
                  together with interest at the rate of 1% above the base rate
                  of National Westminster Bank Plc from 30 March 2001 until the
                  date of payment.

                  For the purpose of this Condition 5.2, "Loss" or "Losses"
                  shall not include any amount of a claim in respect of
                  Taxation.

5.3      OBJECTION PROCEDURE

         If AMEC disputes any exercise by the Company of its right to make a Set
         Off or a Set Off Reserve, then AMEC shall deliver a written notice to
         the Company ("OBJECTION NOTICE") within 5 Business Days following
         receipt of a Set Off Reserve Notice. The Objection Notice shall state
         the portion of the applicable Loss to which AMEC objects and a
         reasonably detailed description of the basis of such objection. AMEC
         and the Company shall negotiate in good faith to resolve any dispute
         with respect to the matters set forth in the Objection Notice for a
         period of 20 days following receipt of such Objection Notice by the
         Company.

5.4      DETERMINATION BY AN EXPERT

         5.4.1    If AMEC and the Company are not able to agree during the
                  dispute resolution period provided above:

         (a)      whether or not there are reasonable grounds for making a claim
                  under the Warranties; and/or

         (b)      whether or not the amount of the claim under the Warranties
                  represents a reasonable estimate of the loss and/or liability
                  which is likely to be awarded in respect of such claim.

                  ((a) and (b) together being the "CLAIM CRITERIA"), either of
                  them may by written request to the other specify a counsel of
                  at least 10 years' standing (or other appropriate person) whom
                  they wish to opine on the Claim Criteria. If they cannot agree
                  on the counsel or other appropriate person within 3 Business
                  Days of the written request then either of them may at any
                  time thereafter apply to the President of the Bar Council to
                  nominate a counsel of at least 10 years' standing to opine on
                  the Claim Criteria. The counsel or other appropriate person so
                  agreed or appointed (who shall act as an expert and not as an
                  arbitrator and whose costs shall be borne as he shall direct
                  and whose determination shall (subject to Condition 5.4.2) be
                  final and binding on the Company and AMEC) shall be asked to
                  opine on the Claim Criteria.

         5.4.2    Any Claim Criteria determined in accordance with this
                  Condition 5.4 shall be relevant solely for the purpose of
                  determining whether a claim under the Warranties constitutes
                  an Unliquidated Loss and if so what the appropriate amount of
                  such loss is and shall

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                  have no other effect whatsoever. and in particular shall not
                  operate to determine or settle any actual liability or the
                  quantum thereof on account of any claim under the Warranties.

         5.4.3    If the amount of the Unliquidated Loss determined by the
                  expert is less than any Set Off Reserve already established,
                  the amount of such difference shall cease to be suspended and
                  shall be paid to AMEC within two Business Days together with
                  interest at the rate of 1% above the base rate of National
                  Westminster Bank Plc from 30 March 2001 until the date of
                  payment.

         5.5      OBLIGATION TO RESOLVE WARRANTY CLAIMS

                  To the extent that any Set Off Reserve has been established in
                  relation to any Unliquidated Loss, the Company shall use
                  reasonable endeavours to pursue the claim in respect of such
                  Unliquidated Loss under the Warranties to which such
                  Unliquidated Loss applies with a view to ensuring that the Set
                  Off Reserve is reduced as quickly as possible.

         6        TRANSFER OF NOTES

         6.1      The Notes are transferable by instrument in writing in
                  multiples of (pound)100 in the usual or common form (or in
                  such other form as the Directors may approve) to any member of
                  the AMEC Retained Group.

         6.2      Every instrument of transfer must be signed by the transferor
                  (or by a person authorised to sign on behalf of the
                  transferor) and the transferor shall be deemed to remain the
                  owner of the Notes to be transferred until the name of the
                  transferee is entered in the Register in respect thereof.

         6.3      Every instrument of transfer must be sent for registration to
                  the Transfer Office accompanied by the Certificate(s) for the
                  Notes to be transferred together with such other evidence as
                  the Directors or other officers of the Company authorised to
                  deal with transfers may reasonably require to prove the title
                  of the transferor or his right to transfer the Notes and, if
                  the instrument of transfer is executed by some other person on
                  his behalf, the authority of that person to do so. All
                  instruments of transfer which shall be registered may be
                  retained by the Company.

         6.4      No fee shall be charged for the registration of any transfer
                  or for the registration of any power of attorney or other
                  document relating to or affecting the title to any Notes.

         7        MODIFICATION

                  The provisions of the Instrument or of the Notes and the
                  rights of the Noteholders may from time to time be modified,
                  abrogated or compromised or any arrangement agreed between the
                  Company and the Noteholders.

         8        DEALINGS

                  The Notes shall not be capable of being dealt in on any stock
                  exchange in the United Kingdom or elsewhere and no application
                  has been or is intended to be made to any stock exchange for
                  the Notes to be listed or otherwise traded.

         9        RECEIPT OF JOINT HOLDERS

                  If two or more persons are entered in the Register as joint
                  registered holders of any Notes then, without prejudice to
                  Clause 7 of the Instrument, the receipt by any one of such
                  persons of any interest or principal or other moneys payable
                  in respect of such Notes shall be as effective a discharge to
                  the Company as if the person signing such receipt were the
                  sole registered holder of such Notes.


                                       10

<PAGE>   12




         10       REPLACEMENT OF CERTIFICATES

                  If the Certificate for any Notes is lost, defaced or
                  destroyed, it may, upon payment by the Noteholder of any
                  out-of-pocket expenses of the Company, be renewed. on such
                  terms (if any) as to evidence and indemnity as the Directors
                  may require, but so that, in the case of defacement, the
                  defaced Certificate shall be surrendered before the new
                  Certificate is issued.

         11       RISK TO NOTEHOLDERS

                  All Certificates, other documents and remittances sent through
                  the post shall be sent at the risk of the Noteholder(s)
                  entitled thereto.

         12       NOTICES

         12.1     Any notice or other communication required, permitted or
                  contemplated by this Deed ("NOTICE") must be in writing and
                  delivered to the recipient by registered or certified mail,
                  return receipt requested or delivered by facsimile mail with
                  the original counterpart thereof being sent on the same
                  business day or on the business day immediately following the
                  date of facsimile transmission. Such Notice shall be deemed
                  received three Business Days after a registered or certified
                  letter containing such Notice, properly addressed with the
                  postage prepaid is posted or on the same day if transmitted by
                  facsimile mail.

         12.2     Any notice or other document (including Certificates) may be
                  given or sent to any Noteholder addressed to such Noteholder
                  at his registered address in the United Kingdom or (if he has
                  no registered address within the United Kingdom) to the
                  address (if any) within the United Kingdom supplied by him to
                  the Company for the giving of notice to him. In the case of
                  joint registered holders of any Notes, a notice given to the
                  Noteholder whose name stands first in the Register in respect
                  of such Notes shall be sufficient notice to all joint holders.
                  Notice may be given to the persons entitled to any Notes in
                  consequence of the death or bankruptcy of any Noteholder by
                  sending the same by post, in a pre-paid envelope addressed to
                  them by name or by the title of the representative or trustees
                  of such holder, at the address (if any) in the United Kingdom
                  supplied for the purpose by such persons or (until such
                  address is supplied) by giving notice in the manner in which
                  it would have been given if the death or bankruptcy has not
                  occurred. Save as otherwise provided in this paragraph, only
                  Noteholders with a registered address in the United Kingdom
                  shall be entitled to receive any notice, demand or other
                  document.

         12.3     Any notice, demand or other document (including Certificates
                  and transfers of Notes) may be served on the Company either
                  personally or by sending the same by post in a pre-paid letter
                  addressed to the Company at its registered office for the time
                  being (marked for the attention of the Company Secretary) or
                  to such other address in England as the Company may from time
                  to time notify to Noteholders.

         13       GENERAL

         13.1     The Register together with a copy of the Instrument shall
                  during business hours be open to the inspection of any
                  Noteholder or any person (not being a person to whom the
                  Company may reasonably object) authorised in writing by any
                  Noteholder without charge at the Transfer Office.

         13.2     The Instrument and the Notes are governed by, and will be
                  construed in accordance with, English law.


                                       11

<PAGE>   13

        CERTIFICATE NO.           ISSUE DATE                 AMOUNT
                                  15 April 1999              L.10,000,000

                      CENTEX DEVELOPMENT COMPANY UK LIMITED

         (Incorporated with limited liability under the laws of England
                         with registered number 3720116)

                      GUARANTEED UNSECURED LOAN NOTES 2001

         THIS IS TO CERTIFY THAT the undermentioned is/are the registered
         holder(S) of the amount set out below of the Guaranteed Unsecured Loan
         Notes 2001 constituted by an instrument entered into by the Company on
         15 April 1999 (the "INSTRUMENT") and issued with the benefit of and
         subject to the provisions contained in the Instrument. Where the
         context so admits. words and expressions defined in the Instrument
         shall bear the same meanings in the Conditions endorsed hereon.

         This Certificate is evidence of entitlement only. Title to the Notes
         passes only on due registration on the Register and any payment due on
         the Notes will be made only to the duly registered holder.

         NAMES OF HOLDER(S)                          AMOUNT OF NOTES

         AMEC Finance Limited                        L.10,000,000

         SIGNED AND DELIVERED AS A DEED
         by CENTEX DEVELOPMENT COMPANY UK LIMITED
         ACTING BY:

         Director /s/ [Illegible]   Director

         DATED:            15 APRIL 1999

         NOTES:

1        The Notes are repayable in accordance with the Conditions endorsed
         hereon.

2        This Certificate must be surrendered before any transfer, whether of
         the whole or any part of the Notes comprised in it, can be registered
         or any new Certificate issued in exchange.

3        The Notes are transferable in accordance with the Conditions endorsed
         hereon and this Certificate must be lodged together with the instrument
         of transfer (which must be signed by the transferor or by a person
         authorised to sign on behalf of the transferor) at the Transfer Office.

4        A copy of the Instrument is available for inspection at the Transfer
         Office at all reasonable times during office hours on any Business Day.
         Noteholders shall be entitled to receive a copy of the Instrument and
         its Schedules without charge on application to the Company.

5        No interest is payable on the Notes.


                                       12

<PAGE>   14
                                 THE CONDITIONS

1        REPAYMENT, PURCHASE AND REDEMPTION

         Unless previously repaid. redeemed or purchased by the Company and
         subject to Condition 5. the amount of the Notes held by each Noteholder
         shall be repaid on 30 March 2001. Payment of the amount of the Notes
         shall be in tie manner specified in Condition 3.

2        EVENTS ON WHICH NOTES BECOME IMMEDIATELY REPAYABLE

         Notwithstanding any other provisions of the Instrument or these
         Conditions, each Noteholder shall be entitled to require all or part of
         the Notes registered in the name of that Noteholder (so far as not
         previously repaid and unless otherwise agreed in writing by that
         Noteholder) to be repaid at par, (subject to any legal requirement to
         deduct tax therefrom), in each and every of the following events,
         immediately upon written notice by such Noteholder to the Company
         whilst the same is continuing:

2.1      failure by the Company to pay, within five Business Days after the due
         date for payment, any amount payable on any of the Notes held by that
         Noteholder and such failure is not remedied within five Business Days
         after notice of that Default has been given by such Noteholder to the
         Company; or

2.2      the making of an order by a competent Court or the passing of an
         effective resolution for the winding-up or dissolution of any Group
         Company (other than for the purposes of a reconstruction. amalgamation,
         merger or members' voluntary winding-up on terms previously approved in
         writing by any director or the Company Secretary of AMEC p.l.c.; (such
         consent not to be unreasonably withheld or delayed); or

2.3      the taking of possession by an encumbrancer of, or the appointment of a
         trustee, administrator or administrative receiver or manager or a
         similar officer over, or an administration order being made in respect
         of, the whole or substantially the whole of the undertaking or property
         of any Group Company, unless the same is paid out or discharged within
         thirty days or any similar or analogous event in any jurisdiction: or

2.4      the Company does not perform or comply with any one or more of its
         other obligations under this Instrument and, if that default is capable
         of remedy, it is not remedied within five Business Days after notice of
         that default has been given to it by any Noteholder or AMEC p.l.c.; or

2.5      Centex Corporation fails to procure a letter of credit from a USA or UK
         bank (reasonably acceptable to AMEC p.l.c.) in accordance with clause 7
         of the Guarantee and such failure is not remedied within five Business
         Days after notice of that default has been given by any Noteholder or
         AMEC p.l.c. to the Company; or

2.6      any other Indebtedness of any Group) Company (other than Fairpine
         Limited, Viewton Properties and the Management Companies) becomes due
         and payable before its normal maturity by reason of any actual default,
         event of default or the like (however described) or is not paid when
         due nor within any applicable grace period in any agreement relating to
         that Indebtedness or, as a result of any actual event of default or the
         like (however described) any facility relating to any such Indebtedness
         is or is declared to be cancelled or terminated before its normal
         expiry date and such failure is not remedied within three Business Days
         after notice of that default has been given by any Noteholder to the
         Company; or

2.7      Centex Corporation is insolvent or unable to pay its debts, stops,
         suspends payment of all or a material part of (or of a particular type
         of) its Indebtedness begins negotiations or takes any other step with a
         view to the deferral, rescheduling or other readjustment of all of (or
         all of a particular type of) its Indebtedness (or of any part which it
         will or might otherwise be unable to pay when due), proposes or makes a
         general assignment or an arrangement or composition with or for the
         benefit of the relevant creditors or a moratorium is agreed or declared
         in respect of or affecting all

                                        1

<PAGE>   15
         or a material part of (or of a particular type of) the Indebtedness of
         the Company, the Guarantors, or any Group Company:

2.8      it is or will become unlawful for the Company and/or the Guarantor to
         perform or comply with any one or more of its payment obligations under
         the Instrument or the Notes;

2.9      the Guarantees contained in the Guarantee are not (or are claimed by
         the Company or any one of the Guarantors not to be) in full force and
         effect; or

2.10     any event occurs which, under the law of any relevant jurisdiction, has
         an analogous or equivalent effect to any event mentioned in this
         Condition.

         The Company shall give the Noteholders notice of the happening of any
         of the foregoing events promptly after becoming aware of the same.

3        PAYMENT

         Payment under the terms of this Instrument shall be effected by
         crediting on the relevant payment date the account specified by the
         relevant Noteholder to the Company at least three Business Days prior
         to the relevant payment date. If no such account has been specified,
         payment may be made by cheque, made payable to the Noteholder and sent
         to his address as set out in the register of Noteholders or, in the
         case of joint holders, to the first named holder or to such person or
         persons as the registered holder or joint holders may in writing,
         received by the Company at least three Business Days prior to the date
         of such payment, have directed. Every such cheque may be sent through
         the post no later than the Business Day preceding the due date for
         payment.

4        CANCELLATION

         All Notes repaid, redeemed or purchased by the Company in full shall be
         cancelled and the Company shall not be at liberty to keep the same for
         the purposes of re-issue or to re-issue the same.

5        RIGHT OF SET OFF

5.1      LIQUIDATED LOSSES; SET OFF

         5.1.1    Subject to AMEC's right to object to any set off or recoupment
                  of any Loss which has become a Liquidated Loss, the Company
                  shall be entitled to set off or recoup any Liquidated Loss
                  that has been actually incurred by or imposed upon the Company
                  pursuant to the Share Purchase Agreement against this Set Off
                  Loan Note (a "SET OFF").

         5.1.2    Prior to or concurrently with each exercise by the Company of
                  its right of Set Off, the Company shall deliver a written
                  notice to AMEC (the "SET OFF NOTICE"), which notice shall set
                  forth the amount of the Liquidated Loss, together with a
                  reasonably detailed statement of the circumstances under which
                  such Liquidated Loss was incurred and the total of all
                  Liquidated Losses that have been Set Off by the Company up to
                  the date of the Set Off Notice.

         5.1.3    The Company acknowledges that other than where the provisions
                  of Condition 5.1.4 below apply, the Company shall not be
                  entitled to a Set Off to the extent that the amount of any
                  loss is or has been reflected in a diminution of the Operating
                  Profits or a provision or reserve has been made by the Company
                  or the Group Company (and not disputed by AMEC).

         5.1.4    If at any time the Company is entitled to a Set Off the
                  Company has injected equity capital into the Group Companies
                  or any of them pursuant to the Shareholders' Agreement and
                  accordingly the Company is entitled to a proportionate share
                  of the net

                                        2

<PAGE>   16




                  after tax earnings of the Group Companies, then such Set Off
                  will be applied against this Set Off Loan Note as opposed to
                  reducing the Operating Profits.

5.2      UNLIQUIDATED LOSSES; SET OFF RESERVES

         5.2.1    ESTABLISHMENT OF SET OFF RESERVES

                  Subject to AMEC's right to object to any set off or recoupment
                  of any Loss as provided below, at any time prior to the date
                  of redemption of this Set Off Loan Note (the "REDEMPTION
                  DATE"), if and to the extent that the Company reasonably
                  determines that it has a bona fide claim under the Warranties
                  that has not yet become a Liquidated Loss (an "UNLIQUIDATED
                  LOSS"), the Company shall be entitled to establish a reserve
                  equivalent to the amount it reasonably considers to be a
                  genuine estimate of the amount of the Loss (a "SET OFF
                  RESERVE") against this Set Off Loan Note in respect of such
                  Unliquidated Loss, provided that AMEC receives from the
                  Company the Set Off Reserve Notice 10 Business Days prior to
                  the Redemption Date. The Company shall take into consideration
                  the availability of insurance coverage for any Unliquidated
                  Loss in establishing any Set Off Reserve.

         5.2.2    SET OFF RESERVE NOTICE

                  10 Business Days prior to the establishment of a Set Off
                  Reserve, the Company shall deliver a written notice to AMEC
                  (the "SET OFF RESERVE NOTICE"), which notice shall set forth
                  the amount of the Unliquidated Loss, together with a
                  reasonably detailed statement of the basis for the Company's
                  determination that such Unliquidated Loss is reasonably likely
                  to be incurred by or imposed and the total of all Unliquidated
                  Losses that have been reserved by the Company to the date of
                  the Set Off Reserve Notice.

         5.2.3    SUSPENSION OF OBLIGATIONS

                  The obligation of the Company to pay this Set Off Loan Note to
                  AMEC, as provided in this Set Off Loan Note Instrument, shall
                  be suspended (but not the accrual of interest payable pursuant
                  to Condition 5.2.4) to the extent of the aggregate amount of
                  Set Off Reserves not settled pursuant to this Condition 5.2 at
                  the time of such payment.

         5.2.4    SETTLEMENT OF SET OFF RESERVES

                  If at any time it is determined (whether by agreement between
                  the parties or pursuant to the dispute resolution procedures
                  set forth in Condition 5.4 or as a result of a judicial
                  determination of the Final Loss Amount (as defined below))
                  that any Set Off Reserve exceeds the aggregate amount of the
                  Losses ultimately incurred by or imposed upon the Company as a
                  result of or based upon the events or conditions to which the
                  Set Off Reserve relates (or that Claim to which the Set Off
                  Reserve relates is not a valid claim) (the "FINAL LOSS
                  AMOUNT") or that the claim to which the Set Off Reserve
                  relates is not a valid claim, the amount of such Set Off
                  Reserve in excess of such Final Loss Amount or, as
                  appropriate, the entire Set Off Reserve. shall cease to be
                  suspended and shall be paid within 2 Business Days under and
                  in accordance with the terms of this Set Off Loan Note
                  together with interest at the rate of 1% above the base rate
                  of National Westminster Bank Plc from 30 March 2001 until the
                  date of payment.

                  If and to the extent that at any time an Unliquidated Loss (in
                  respect of which a Set Off Reserve has been established)
                  becomes a Liquidated Loss which has not otherwise been
                  satisfied (the "FINAL LOSS AMOUNT"), the nominal value of this
                  Set Off Loan Note equivalent to the Final Loss Amount shall be
                  paid by the Company immediately upon such Unliquidated Loss
                  becoming a Liquidated Loss but the Company shall be deemed to
                  be irrevocably and conditionally instructed by the Noteholder
                  to apply the proceeds of such repayment in payment of the
                  Liquidated Loss in full and final settlement of the Liquidated
                  Loss and so that AMEC shall have no further liability to the
                  Company in

                                        3

<PAGE>   17




                  respect of the amount of Set Off Reserve relating to such
                  Liquidated Loss but, without prejudice to the Company's right
                  to recover the balance of such Liquated Loss from, AMEC and
                  the Company shall have no further liability to any Noteholder
                  in relation to this Set Off Loan Note subject to such
                  repayment.

                  If and to the extent any Set Off Reserve has been established
                  and a provision is subsequently made in the accounts prepared
                  pursuant to clause 5 of the Shareholders Agreement, then the
                  amount of such Set Off Reserve shall be reduced to the extent
                  that the preferential dividend paid to the holders of the "B"
                  Shares in the Company on or around 30 June 2001 is reduced by
                  the inclusion of such provision and the relevant amount shall
                  cease to be suspended and shall be paid within 2 Business Days
                  of the date on which the preferential dividend is paid
                  together with interest at the rate of 1% above the base rate
                  of National Westminster Bank Plc from 30 March 2001 until the
                  date of payment.

                  For the purpose of this Condition 5.2. "Loss" or "Losses"
                  shall not include any amount of a claim in respect of
                  Taxation.

5.3      OBJECTION PROCEDURE

         If AMEC disputes any exercise by the Company of its right to make a Set
         Off or a Set Off Reserve, then AMEC shall deliver a written notice to
         the Company ("OBJECTION NOTICE") within 5 Business Days following
         receipt of a Set Off Reserve Notice. The Objection Notice small state
         the portion of the applicable Loss to which AMEC objects and a
         reasonably detailed description of the basis of such objection. AMEC
         and the Company shall negotiate in good faith to resolve any dispute
         with respect to the matters set forth in the Objection Notice for a
         period of 20 days following receipt of such Objection Notice by the
         Company.

5.4      DETERMINATION BY AN EXPERT

         5.4.1    If AMEC and the Company are not able to agree during the
                  dispute resolution period provided above:

         (a)      whether or not there are reasonable grounds for making a claim
                  under the Warranties and/or

         (b)      whether or not the amount of the claim under the Warranties
                  represents a reasonable estimate of the loss and/or liability
                  which is likely to be awarded in respect of such. claim,

                  ((a) and (b) together being the "CLAIM CRITERIA"), either of
                  them may by written request to the other specify a counsel of
                  at least 10 years' standing (or other appropriate person) whom
                  they wish to opine on the Claim Criteria. If they cannot agree
                  on the counsel or other appropriate person within 3 Business
                  Days of the written request then either of them may at any
                  time thereafter apply to the President of the Bar Council to
                  nominate a counsel of at least 10 years' standing to opine on
                  the Claim Criteria. The counsel or other appropriate person so
                  agreed or appointed (who shall act as an expert and not as an
                  arbitrator and whose costs shall be borne as he shall direct
                  and whose determination shall (subject to Condition 5.4.2) be
                  final and binding on the Company and AMEC) shall be asked to
                  opine on the Claim Criteria.

         5.4.2    Any Claim Criteria determined in accordance with this
                  Condition 5.4 shall be relevant solely for the purpose of
                  determining whether a claim under the Warranties constitutes
                  an Unliquidated Loss and if so what the appropriate amount of
                  such loss is and shall have no other effect whatsoever, and in
                  particular shall not operate to determine or settle any actual
                  liability or the quantum thereof on account of any claim under
                  the Warranties.


                                        4

<PAGE>   18




         5.4.3    If the amount of the Unliquidated Loss determined by the
                  expert is less than any Set Off Reserve already established,
                  the amount of such difference shall cease to be suspended and
                  shall be paid to AMEC within two Business Days together with
                  interest at the rate of 1% above the base rate of National
                  Westminster Bank Plc from 30 March 2001 until the date of
                  payment.

5.5      OBLIGATION TO RESOLVE WARRANTY CLAIMS

         To the extent that any Set Off Reserve has been established in relation
         to any Unliquidated Loss, the Company shall use reasonable endeavours
         to pursue the claim in respect of such Unliquidated Loss under the
         Warranties to which such Unliquidated Loss applies with a view to
         ensuring that the Set Off Reserve is reduced as quickly as possible.

6        TRANSFER OF NOTES

6.1      The Notes are transferable by instrument in writing in multiples of
         (pounds)100 in the usual or common form (or in such other form as the
         Directors may approve) to any member of the AMEC Retained Group.

6.2      Every instrument of transfer must be signed by the transferor (or by a
         person authorised to sign on behalf of the transferor) and the
         transferor shall be deemed to remain the owner of the Notes to be
         transferred until the name of the transferee is entered in the Register
         in respect thereof.

6.3      Every instrument of transfer must be sent for registration to the
         Transfer Office accompanied by the Certificate(s) for the Notes to be
         transferred together with such other evidence as the Directors or other
         officers of the Company authorised to deal with transfers may
         reasonably require to prove the title of the transferor or his right to
         transfer the Notes and, if the instrument of transfer is executed by
         some other person on his behalf, the authority of that person to do so.
         All instruments of transfer which shall be registered may be retained
         by the Company.

6.4      No fee shall be charged for the registration of any transfer or for the
         registration of any power of attorney or other document relating to or
         affecting the title to any Notes.

7        MODIFICATION

         The provisions of the Instrument or of the Notes and the rights of the
         Noteholders may from time to time be modified. abrogated or compromised
         or any arrangement agreed between the Company and the Noteholders.

8        DEALINGS

         The Notes shall not be capable of being dealt in on any stock exchange
         in the United Kingdom or elsewhere and no application has been or is
         intended to be made to any stock exchange for the Notes to be listed or
         otherwise traded.

9        RECEIPT OF JOINT HOLDERS

         If two or more persons are entered in the Register as joint registered
         holders of any Notes then, without prejudice to Clause 7 of the
         Instrument, the receipt by any one of such persons of any interest or
         principal or other moneys payable in respect of such Notes shall be as
         effective a discharge to the Company as if the person signing such
         receipt were the sole registered holder of such Notes.


                                        5

<PAGE>   19



10       REPLACEMENT OF CERTIFICATES

         If the Certificate for any Notes is lost, defaced or destroyed, it may,
         upon payment by the Noteholder of any out-of-pocket expenses of the
         Company, be renewed, on such terms (if any) as to evidence and
         indemnity as the Directors may require, but so that, in the case of
         defacement, the defaced Certificate shall be surrendered before the new
         Certificate is issued.

11       RISK TO NOTEHOLDERS

         All Certificates, other documents and remittances sent through the post
         shall be sent at the risk of the Noteholder(s) entitled thereto.

12       NOTICES

12.1     Any notice or other communication required. permitted or contemplated
         by this Deed ("NOTICE") must be in writing and delivered to the
         recipient by registered or certified mail, return receipt requested or
         delivered by facsimile mail with the original counterpart thereof being
         sent on the same business day or on the business day immediately
         following the date of facsimile transmission. Such Notice shall be
         deemed received three Business Days after a registered or certified
         letter containing such Notice, properly addressed with the postage
         prepaid is posted or on the same day if transmitted by facsimile mail.

12.2     Any notice or other document (including Certificates) may be given or
         sent to any Noteholder addressed to such Noteholder at his registered
         address in the United Kingdom or (if he has no registered address
         within the United Kingdom) to the address (if any) within the United
         Kingdom supplied by him to the Company for the giving of notice to him.
         In the case of joint registered holders of any Notes, a notice given to
         the Noteholder whose name stands first in the Register in respect of
         such Notes shall be sufficient notice to all joint holders. Notice may
         be given to the persons entitled to any Notes in consequence of the
         death or bankruptcy of any Noteholder by sending the same by post, in a
         pre-paid envelope addressed to them by name or by the title of the
         representative or trustees of such holder, at the address (if any) in
         the United Kingdom supplied for the purpose by such persons or (until
         such address is supplied) by giving notice in the manner in which it
         would have been given if the death or bankruptcy has not occurred. Save
         as otherwise provided in this paragraph, only Noteholders with a
         registered address in the United Kingdom shall be entitled to receive
         any notice, demand or other document.

12.3     Any notice, demand or other document (including Certificates and
         transfers of Notes) may be served on the Company either personally or
         by sending the same by post in a prepaid letter addressed to the
         Company at its registered office for the time being (marked for the
         attention of the Company Secretary) or to such other address in England
         as the Company may from time to time notify to Noteholders.

13       GENERAL

13.1     The Register together with a copy of the Instrument shall during
         business hours be open to the inspection of any Noteholder or any
         person (not being a person to whom the Company may reasonably object)
         authorised in writing by any Noteholder without charge at the Transfer
         Office.

13.2     The Instrument and the Notes are governed by, and will be construed in
         accordance with, English law.



                                       6