<PAGE>
                                                                EXHIBIT 10.17


                              DATED 2 DECEMBER 2002

                             IDEAL HARDWARE LIMITED
                    BELL MICROPRODUCTS EUROPE EXPORT LIMITED

                              AS ORIGINAL BORROWERS

                                       AND

                             BM EUROPE PARTNERS C.V.
                          BELL MICROPRODUCTS EUROPE BV

                      BANK OF AMERICA, NATIONAL ASSOCIATION

        AS ARRANGER, ISSUER, SWINGLINE LENDER, AGENT AND SECURITY TRUSTEE

                                       AND

                    CERTAIN BANKS AND FINANCIAL INSTITUTIONS

                                   AS LENDERS

                                   L75,000,000
                           SYNDICATED CREDIT AGREEMENT
                      AS AMENDED BY SUPPLEMENTAL AGREEMENTS
                       DATED 3 DECEMBER 2003, 22 SEPTEMBER
                            2004 AND __________ 2004
<PAGE>
                                    CONTENTS

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CLAUSE

1    INTERPRETATION................................................      6
2    THE REVOLVING FACILITY........................................     35
3    ADDITIONAL BORROWERS AND UNSECURED GUARANTORS.................     36
4    ADDITIONAL CHARGING COMPANIES.................................     38
5    CONDITIONS PRECEDENT..........................................     39
6    UTILISATION OF THE REVOLVING FACILITY.........................     39
7    INTEREST AND INTEREST PERIODS.................................     48
8    MARKET DISRUPTION.............................................     51
9    REPAYMENT, PREPAYMENT AND CANCELLATION........................     52
10   TAXES.........................................................     54
11   INCREASED COSTS...............................................     56
12   ILLEGALITY....................................................     57
13   GUARANTEE.....................................................     58
14   REPRESENTATIONS AND WARRANTIES................................     62
15   FINANCIAL CONDITION...........................................     67
16   COVENANTS.....................................................     71
17   DEFAULT.......................................................     88
18   DEFAULT INTEREST..............................................     92
19   INDEMNITIES AND CURRENCY OF ACCOUNT...........................     93
20   PAYMENTS......................................................     95
21   SET-OFF.......................................................     98
22   FEES..........................................................     99
23   PRO RATA SHARING..............................................    101
24   COSTS, EXPENSES AND STAMP DUTIES..............................    102
25   CALCULATIONS AND EVIDENCE OF DEBT.............................    103
26   THE AGENT, THE ARRANGER, THE SECURITY TRUSTEE AND THE
        LENDERS....................................................    105
27   TRUSTEE PROVISIONS............................................    110
28   ASSIGNMENTS AND TRANSFERS.....................................    116
29   TERM AND TERMINATION..........................................    118
30   AMENDMENTS, WAIVERS AND REMEDIES..............................    119
31   PARTIAL INVALIDITY............................................    120
</TABLE>
<PAGE>
<TABLE>
<S>  <C>                                                              <C>
32   NOTICES.......................................................    120
33   COUNTERPARTS..................................................    122
34   DUTCH PARALLEL DEBT...........................................    122
35   LAW AND JURISDICTION..........................................    123

SCHEDULE

1    LENDERS AND COMMITMENTS.......................................    124
2    CONDITIONS PRECEDENT..........................................    125
3    FORM OF OBLIGOR'S CERTIFICATE.................................    127
4    FORM OF UTILISATION NOTICE....................................    129
5    MANDATORY COST FORMULAE.......................................    131
6    FORM OF TRANSFER CERTIFICATE..................................    134
7    THE DORMANT COMPANIES THE CHARGING COMPANIES AND
        THE BABY BELLS.............................................    137
8    FORM OF ACCESSION NOTICE......................................    139
9    DOCUMENTS TO ACCOMPANY ACCESSION NOTICE OR SUPPLEMENTAL
        DEED.......................................................    140
10   THE MATERIAL CONTRACTS........................................    142
</TABLE>
<PAGE>
THIS AGREEMENT is made on 2 December 2002, as amended and restated on __________
2004

BETWEEN:

(1)  IDEAL HARDWARE LIMITED a company incorporated in England and Wales with
     registered number 03969946 whose registered office is at Fountain Court,
     Cox Lane, Chessington, Surrey KT9 1SJ ("IDEAL") and BELL MICROPRODUCTS
     EUROPE EXPORT LIMITED a company incorporated in England and Wales with
     registered number 03711148 whose registered office is at Fountain Court,
     Cox Lane, Chessington, Surrey KT9 1SJ ("BMEE") (each an "ORIGINAL BORROWER"
     and together, the "ORIGINAL BORROWERS");

(2)  BM EUROPE PARTNERS C.V. a limited partnership (commanditaire vennootschap)
     established under the laws of the Netherlands, having its official seat in
     Emmen, the Netherlands and its registered office at Veluwezoom 42-50, 1327
     AH Almere, the Netherlands and registered in the Commercial Register under
     number 04065637 ("BMEP");

(3)  BELL MICROPRODUCTS EUROPE B.V. a private company with limited liability
     (besloten vennootschap met beperkte aansprakelijkheid) incorporated under
     the laws of the Netherlands, having its official seat in Emmen, the
     Netherlands and its registered office at Veluwezoom 42-50, 1327 AH Almere,
     the Netherlands and registered in the Commercial Register under number
     04064633 ("BMEBV");

(4)  BANK OF AMERICA, NATIONAL ASSOCIATION acting through its London branch at 5
     Canada Square, London, E14 5AQ in its capacity as arranger (the
     "ARRANGER"), in its capacity as agent for the Lenders (the "AGENT"), in its
     capacity as the Lender making Swingline Loans (the "SWINGLINE LENDER"), in
     its capacity as the Lender issuing any Letter of Credit or Guarantee (the
     "ISSUER") and in its capacity as security trustee under the Security
     Documents (the "SECURITY TRUSTEE"); and

(5)  THE BANKS AND FINANCIAL INSTITUTIONS named in Schedule 1 (the "ORIGINAL
     LENDERS").

IT IS AGREED as follows:

1    INTERPRETATION

1.1  DEFINITIONS

     Save as otherwise provided in this Agreement, the following words and
     phrases have the following meanings throughout this Agreement:


                                        6
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     ACCESSION NOTICE: a notice substantially in the form set out in Schedule 8
     pursuant to which a Group Company may accede to this Agreement as an
     Additional Borrower or, as the case may be, an Unsecured Guarantor;

     ACCOUNT: in relation to each Trading Company, its right to payment for a
     sale or lease and delivery of goods or rendering of services;

     ACCOUNT DEBTOR: each person having any obligation on or in connection with
     an Account;

     ACCOUNTS TRANSFER CONDITIONS: the accounts transfer conditions incorporated
     into the Invoice Discounting Agreements entered into by each IDF Company
     from time to time;

     ADDITIONAL BORROWER: a Group Company which has acceded to this Agreement as
     an Additional Borrower by executing and delivering to the Agent an
     Accession Notice in accordance with clause 3;

     ADDITIONAL COST RATE: has the meaning given to it in paragraph 2 of
     Schedule 5;

     ADDITIONAL MONITORING AND ADMINISTRATION FEE: the meaning given to it in
     clause 22.7;

     ADJUSTED TANGIBLE ASSETS: the meaning given to it in clause 15.4;

     ADJUSTED TANGIBLE NET WORTH: the meaning given to it in clause 15.4;

     AFFILIATE:

     (i)  a person which, directly or indirectly, controls or is controlled by
          or is under common control with, a Borrower;

     (ii) a person which beneficially owns or holds, directly or indirectly, 5%
          or more of any class of voting shares of a Borrower; or

     (iii) a person in which 5% of any class of voting shares is beneficially
          owned or held, directly or indirectly, by a Borrower;

     AGENT LOAN: the meaning given to it in clause 6.15.1;

     AGENT'S SPOT RATE OF EXCHANGE: the Agent's spot rate of exchange for the
     purchase of the relevant currency with sterling in the London foreign
     exchange market at or about 11.00 am on a particular day;

     AGGREGATE EXPOSURE: at any time, the aggregate at such time of the Total
     Outstandings and the Invoice Discounting Facility Exposure at such time;


                                        7
<PAGE>
     ANNIVERSARY DATE: each anniversary of the Closing Date;

     APPLICABLE GAAP:

     (i)  save as provided in paragraph (ii) of this definition, in respect of
          any person, the generally accepted accounting principles and policies
          in the country in which such person is incorporated or under whose
          laws it is otherwise established, consistently applied; and

     (ii) in connection with the preparation of the Pro-Forma Balance Sheet and
          the Management Accounts and for the purposes of determining compliance
          by Ideal with the financial ratio set out in clause 15.4, generally
          accepted accounting principles and policies in the United States of
          America, consistently applied ("US GAAP");

     APPLICABLE MARGIN: unless by virtue of the operation of clause 7.6 a lower
     rate applies, two and one half of one per cent. (2.50%) per annum;

     APPROVED ACQUISITION CONDITIONS: each of the following conditions:

     (i)  that the relevant acquisition (the "RELEVANT ACQUISITION") is to be
          funded by the relevant Group Company (a "PURCHASER") entirely out of
          Excess Availability and that at the time of the relevant acquisition,
          the amount of Excess Availability was not less than L5,000,000 and the
          projections, forecasts and other information supplied to the Agent
          pursuant to clause 15.2 demonstrate that an average Excess
          Availability of not less than L5,000,000 will be maintained for a
          continuous period of three (3) months commencing on the date of
          completion of the relevant acquisition;

     (ii) that the costs of the relevant acquisition do not exceed L5,000,000
          (or the equivalent in any other currency) and when aggregated with the
          costs of all other Pre-Approved Acquisitions made or in the process of
          being made by that or any other purchaser do not or, as the case may
          be, will not, exceed L10,000,000 (or the equivalent in any other
          currency) during the term of this Agreement;

     (iii) that the relevant purchaser (or Ideal on its behalf) has given
          written notice to the Agent (such notice to be served not less than 15
          business days prior to the proposed date of completion of the relevant
          acquisition), such notice to include, without limitation, (A) the name
          of the company and/or a brief description of the assets being
          purchased and/or the nature of such company's business; (B) a
          breakdown of the total consideration payable (including any element of
          deferred consideration and/or the details of any earn-out or possible
          additional consideration payable); (C) the business case or other
          reason(s) underlying the relevant acquisition; (D) the basic terms and
          conditions of the relevant acquisition; (E) a brief business plan and
          a historic financial statement in relation to any company being


                                        8
<PAGE>
          purchased (to include a profit and loss account, balance sheet and
          cash flow statement relating to the immediately preceding 12 months);

     (iv) in the case of any relevant acquisition of shares in a company, such
          acquisition has been approved or recommended by the board of directors
          of such company;

     (v)  that the finance director of Ideal has delivered a certificate to the
          Agent (together with such additional information or evidence as the
          Agent may have reasonably required) confirming, among other matters,
          (A) that no Default has occurred and is continuing or will occur as a
          result of the completion of the relevant acquisition or would have
          occurred if the relevant acquisition had been completed on the last
          day of the Financial Quarter most recently ended; (B) the level of
          current creditors' days outstanding together with confirmation that
          the largest twenty (20) trade creditors of the Group are being paid in
          accordance with the credit terms prevailing between such parties; and
          (C) that each of the foregoing conditions set out in paragraphs (i) to
          (iv) (inclusive) has been satisfied and will continue to be complied
          with as at each relevant date prescribed in this definition of
          "APPROVED ACQUISITION CONDITIONS".

     For the purpose of this definition of "APPROVED ACQUISITION CONDITIONS",
     the expression "COSTS" shall be construed to mean the total initial,
     deferred or additional consideration paid or payable to any person(s) in
     connection with any relevant acquisition, together with all reasonable
     costs, fees and expenses (including legal or other professional advisers'
     fees) properly paid or payable in connection with the relevant acquisition;

     APPROVED ACQUISITION DOCUMENTS: any (i) sale agreement, (ii) share exchange
     agreement, (iii) offering circular or (iv) any other documents or
     instruments (howsoever described) relating to a Pre-Approved Acquisition or
     any other acquisition of assets approved by the Agent;

     AUDIT FEE: the meaning given to it in clause 22.4;

     AUDITORS: PricewaterhouseCoopers, chartered accountants, or any other firm
     of chartered accountants of similar standing selected by Ideal and
     satisfactory to the Agent;

     AVAILABLE COMMITMENT: in relation to a Lender at any time, the Commitment
     of that Lender less the sum at such time of the Original Sterling Amount of
     (i) the aggregate amount which it has advanced and (ii) (in the case of the
     Issuer) the aggregate of its contingent liabilities under any Letters of
     Credit or Guarantees issued by it;

     AVAILABLE FACILITY: at any time, the aggregate of the Available
     Commitments;


                                        9
<PAGE>
     AVAILABLE REVOLVING FACILITY AMOUNT: at any time, in relation to the
     Revolving Facility and any proposed Utilisation thereof by any Borrower,
     the Revolving Facility Amount as reduced by the sum at such time of the
     Original Sterling Amount of:

     (i)  the aggregate principal amount of all Revolving Loans and Swingline
          Loans then outstanding;

     (ii) the aggregate face amount of all Letters of Credit and of the
          aggregate maximum contingent liability under all Guarantees issued by
          the Issuer;

     (iii) the amount by which the Commitment of any Bank is or is due to be
          permanently cancelled or reduced in accordance with the terms of this
          Agreement;

     (iv) all reserves for accrued interest on the Revolving Loans and Swingline
          Loans;

     (v)  the Invoice Discounting Facility Exposure at such time;

     (vi) any IDF Portfolio Loss; and

     (vii) all other reserves which the Agent in its discretion deems necessary
          or desirable to maintain with respect to any Borrower's account
          (including, without limitation, in respect of any day-to-day
          fluctuations in the value of sterling against any Foreign Currency and
          in respect of any liability of any Borrower under any Hedging
          Agreement or in respect of any cash management or foreign exchange
          services) and any amounts which the Agent, the Security Trustee, any
          Lender or any other Beneficiary may be obliged to pay in the future
          for the account of any Borrower;

     BABY BELLS: each IDF Company and each of the other companies listed in Part
     3 of Schedule 7 and "BABY BELL" means any one of them;

     BELGIAN IDF COMPANY: Bell Microproducts BVBA, a corporation incorporated
     under the laws of Belgium with registered number 0474128872 and having its
     registered office at Mechelen Campus, Schalienhoevedreef 20 1, B-2800
     Mechelen, Belgium;

     BELGIAN INVOICE DISCOUNTING AGREEMENT: the invoice discounting agreement
     dated on or about the date of the Third Supplemental Agreement and made
     between the Belgian IDF Company and Bank of America, National Association
     acting through its Antwerp branch at Uitbreidingstraat 180, Box 6, B2600,
     Antwerp, Belgium;

     BELGIAN PLEDGE: any pledge in respect of the Company Accounts and the
     Non-Vesting Accounts of the Belgian IDF Company, in form and substance
     satisfactory to the Agent and the Receivables Purchaser;


                                       10
<PAGE>
     BENEFICIARY: each of the Agent, the Arranger, any Hedge Provider (provided
     always that such Hedge Provider is the Arranger), the Swingline Lender, the
     Issuer, the Security Trustee and any Lender or, in relation to the Invoice
     Discounting Agreements, Bank of America, National Association in its
     capacity as Receivables Purchaser under such Invoice Discounting
     Agreements;

     BMEH: Bell Microproducts Europe (Holdings) B.V., a private company with
     limited liability (besloten vennootschap met beperkte aansprakelijkheid)
     incorporated under the laws of the Netherlands, having its official seat in
     Almere, the Netherlands and its registered office at Veluwezoom 42-50, 1327
     AH Almere, the Netherlands and registered in the Netherlands with the Trade
     Register under number: 39087200;

     BORROWERS: each Original Borrower and each Additional Borrower and
     "BORROWER" means any one of them;

     BORROWING BASE CERTIFICATE: a certificate in such form as the Agent may
     from time to time reasonably require and completed by Ideal setting out,
     amongst other things, details of Accounts and with effect from the
     Inventory Eligibility Date, if applicable, Inventory (as specified in
     clause 16.4.1) and of preferential creditors so as to enable the Agent to
     determine the Available Revolving Facility Amount;

     BORROWINGS: a sum equal to the aggregate amount for the time being of the
     principal, capital or nominal amount (determined on a consolidated basis)
     of all financial indebtedness of any member of the Group (other than monies
     borrowed or raised from another member of the Group) and, without prejudice
     to the generality of the foregoing, shall be deemed to include the
     following:

     (a)  the principal amount of any debenture, bond, note, loan stock,
          preference share capital, commercial paper or similar instrument of
          any member of the Group;

     (b)  any amounts raised by any member of the Group under any bill of
          exchange (but excluding any bill drawn or accepted in the ordinary
          course of trade of the relevant member of the Group and which is
          payable at sight or not more than 90 days after sight or has a final
          maturity of not more than 90 days from the date thereof and is not
          refinancing another bill whether or not relating to the same
          underlying transaction) and the indebtedness of any member of the
          Group under any acceptance credit, bill discounting, note purchase or
          documentary credit facility;

     (c)  the aggregate amount remaining to be paid by any member of the Group
          under any credit agreement save for amounts remaining to be paid which
          cannot properly be attributed to capital in accordance with Applicable
          GAAP;


                                       11
<PAGE>
     (d)  the capitalised value (determined in accordance with Applicable GAAP)
          of the outstanding commitments of any member of the Group under any
          finance lease;

     (e)  indebtedness under any receivables purchase, factoring or discounting
          arrangement including, without limitation, the Invoice Discounting
          Agreements (to the extent there is any recourse against any member of
          the Group);

     (f)  the aggregate amount remaining to be paid in respect of any credit
          (other than normal trade credit which has been outstanding for a
          period of less than 90 days) granted to, or of any deferred payments
          due from, any member of the Group in respect of the acquisition or
          construction price of assets acquired or constructed or the purchase
          price of services supplied;

     (g)  indebtedness of any member of the Group in respect of any other
          transaction having the commercial effect of a borrowing or other
          raising of money entered into by it in order to finance its business
          or operations or capital requirements; and

     (h)  (without double counting) indebtedness of any member of the Group
          under any guarantee or other assurance against financial loss in
          respect of the financial indebtedness of any person.

     For the purpose of determining the amount of "BORROWINGS" at any time, any
     amount which is on a particular day outstanding or repayable in a currency
     other than sterling shall on that day be taken into account (i) if that day
     is the last day of a Financial Year or Management Accounting Period, at its
     equivalent in sterling at the rate of exchange used for the purpose of
     preparing the balance sheet forming part of the Relevant Accounting
     Information prepared as at such date and (ii) in any other case, at its
     sterling equivalent as determined by the Agent by reference to the Agent's
     Spot Rate of Exchange;

     BORROWING COSTS: in relation to any financial period, a sum equal to the
     aggregate amount of all continuing, regular or periodic costs (excluding
     any prepayment or termination fee), charges and expenses incurred by the
     IHL/BB Group in respect of such period (and whether paid or not) in
     effecting, servicing or maintaining Borrowings including (but without
     double-counting):

     (a)  interest (whether the same shall be payable immediately or be
          capitalised or otherwise deferred);

     (b)  any fixed or minimum premium or dividend paid or payable on the
          maturity of any Borrowings;

     (c)  consideration given whether by way of discount or otherwise in
          connection with finance by way of acceptance credit, bill discounting,
          note purchase, receivables purchase, debt factoring or other like


                                       12
<PAGE>
          arrangement including, without limitation, the discount charge payable
          under the Invoice Discounting Agreements; and

     (d)  the gross amount payable under any finance lease or credit agreement
          less so much as can properly be attributed to capital,

     the amount of any such costs, charges and expenses to be allocated to each
     such period over the term of any Borrowings in accordance with Applicable
     GAAP;

     CAPITAL EXPENDITURE: all payments due (whether or not paid) in respect of
     the cost of any fixed asset or any improvement, replacement, substitution
     or addition thereto, which has a useful life of more than one year,
     including, without limitation, those arising in connection with the direct
     or indirect acquisition of such assets by way of increased product or
     service charges or offset items or in connection with finance leases;

     CAPITAL MARKETS TRANSACTION: any direct or indirect public offering or
     private placement of any debt or equity securities of (including any
     capital contribution to) any Borrower, BMEP, BMEH or BMEBV;

     CASH OUTFLOW: in relation to any financial period and without double-
     counting, the aggregate for that period of:

     (i)  Borrowing Costs;

     (ii) taxes paid;

     (iii) dividends paid or other distributions made;

     (iv) Capital Expenditure;

     (v)  amortisation payments on Borrowings and the capital element of any
          rental payments or instalments under any credit agreement or finance
          lease;

     (vi) any expenditure which results in a corresponding release of any
          provision in the balance sheet;

     CHARGING COMPANY: the companies listed in Part 2 of Schedule 7 and any
     other Group Company which has executed the Debenture or any other Security
     Document or which has acceded to the Debenture or any other Security
     Document by executing a Supplemental Deed in accordance with clause 4;

     CHESSINGTON MORTGAGEE: as at the Effective Date, National Westminster Bank
     Plc as lender to Bell Microproducts Limited and as mortgagee of the
     Chessington Property in connection with such borrowings or such other bank
     or financial institution which may at any time refinance all or any part of
     such borrowings, provided that such bank or financial institution shall
     have entered into an intercreditor deed or other priority arrangement on
     terms and conditions mutually


                                       13
<PAGE>
     acceptable to such bank or financial institution, Bell Microproducts
     Limited and the Agent;

     CHESSINGTON PROPERTY: all that freehold property registered under title
     number SGL 638201 and more particularly known as land and buildings at
     Fountain Court, Cox Lane, Chessington, Surrey KT9 1SJ;

     CLOSING DATE: 2 December 2002;

     COLLATERAL: the meaning given to it in the Debenture;

     COLLATERAL MANAGEMENT FEE: the meaning given to it in clause 22.3;

     COMMITMENT: in relation to a Lender at any time, the amount in sterling set
     opposite its name in Schedule 1 (and/or, as the case may be, the amount in
     sterling specified as the portion transferred in the Transfer Certificate
     pursuant to which such Lender increased its Commitment or became a party to
     this Agreement) as the same may at any time be cancelled or reduced in
     accordance with this Agreement;

     COMMITMENT PERIOD: the period commencing on the Closing Date and ending on
     the date falling one month prior to the Termination Date;

     COMPANY ACCOUNTS: has, as the context requires, the meaning ascribed to it
     in the applicable Invoice Discounting Agreement;

     DEBENTURE: the composite guarantee and debenture creating one or more
     encumbrances in favour of the Security Trustee on behalf of the
     Beneficiaries, dated 2 December 2002 and executed as a deed by each
     Charging Company to secure the obligations of the Obligors under the
     Finance Documents;

     DEFAULT: an Event of Default or any condition, act or event which (with the
     giving of notice, lapse of time, making of any determination, fulfilment of
     any condition or any combination of any of the foregoing) may become an
     Event of Default;

     DISCHARGE: a release, spill, emission, leaking, pumping, injection,
     deposit, disposal, discharge, dispersal, leaching or migration of a
     Hazardous Substance into the indoor or outdoor environment or into or out
     of any real estate or other property, including the movement of Hazardous
     Substances through or in the air, soil, surface water, groundwater or real
     estate or other property;

     DISTRIBUTION: any dividend or other distribution (whether in cash or in
     kind) in respect of share capital, including any bonus issue or return of
     capital (whether at a premium or otherwise);

     DORMANT COMPANY: a company which is a "DORMANT" company as defined in
     section 249AA Companies Act 1985 and which does not at any time have assets
     (other than intercompany indebtedness) in excess of L5,000 (or the
     equivalent in any other currency) and which expression shall include, for
     the purposes of this


                                       14
<PAGE>
     Agreement, each of the companies whose names are set out in Part 1 of
     Schedule 7;

     DUTCH IDF COMPANY: Bell Microproducts BV, a corporation incorporated under
     the laws of the Netherlands, having its official seat in Almere, the
     Netherlands and its registered office at Veluwezoom 42-50 1327 AH Almere,
     Netherlands, the Netherlands and registered in the Commercial Register
     under number 04041697;

     DUTCH INVOICE DISCOUNTING AGREEMENT: the invoice discounting agreement
     dated on or about the date of the Third Supplemental Agreement and made
     between the Dutch IDF Company and Bank of America, National Association
     acting through its branch at 5 Canada Square, London, E14 5AQ;

     DUTCH BANK ACCOUNTS PLEDGE: any pledge in respect of the Company Accounts
     of the Dutch IDF Company, in form and substance satisfactory to the Agent
     and the Receivables Purchaser;

     DUTCH NON-VESTING ACCOUNTS PLEDGE: a pledge in respect of the Non-Vesting
     Accounts of the Dutch IDF Company, in form and substance satisfactory to
     the Agent and the Receivables Purchaser;

     EBITDA: in relation to any financial period, a sum equal to the IHL/BB
     Group's profit on ordinary activities before taxation (save to the extent
     that such profit is attributable to any interest received) after adding
     back Borrowing Costs, depreciation and amortisation and deducting any
     release to profits of negative goodwill in respect of such period but
     excluding:

     (a)  profits or losses on the sale or termination of an operation;

     (b)  profits or losses on the disposal of fixed assets; and

     (c)  extraordinary items;

     EC INSOLVENCY REGULATION: Council Regulation (EC) No. 11346/2000 of 29 May
     2000 on insolvency proceedings;

     EFFECTIVE DATE: means the date on which the notice referred to in Clause
     6.1 of the Supplemental Agreement is given to the Agent;

     ELIGIBLE ACCOUNTS: the Accounts of a Borrower which the Agent in the
     exercise of its commercial discretion determines to be Eligible Accounts.
     Without limiting the discretion of the Agent to establish other criteria of
     ineligibility, Eligible Accounts shall not, unless the Agent in its
     commercial discretion elects, include any Account:

     (a)  with respect to which more than ninety (90) days have elapsed since
          the date of the original invoice or sixty (60) days have elapsed since
          the due date therefor;


                                       15
<PAGE>
     (b)  with respect to which any of the representations, warranties,
          covenants and agreements contained in the Debenture are incorrect or
          have been breached;

     (c)  with respect to which Account (or any other Account due from the
          applicable Account Debtor), in whole or in part, a cheque, promissory
          note, draft, trade acceptance or other instrument for the payment of
          money has been received, presented for payment, and returned
          uncollected for any reason;

     (d)  which represents a progress billing (as hereinafter defined) or as to
          which the applicable Borrower has extended the time for payment
          without the consent of the Agent (for the purposes hereof, "PROGRESS
          BILLING" means any invoice for goods sold or leased or services
          rendered under a contract or agreement pursuant to which the Account
          Debtor's obligation to pay such invoice is conditional upon such
          Borrower's completion of any further performance under such contract
          or agreement);

     (e)  with respect to which any one or more of the following events has
          occurred to the Account Debtor on such Account: (i) death or judicial
          declaration of incompetency of such Account Debtor who is a natural
          person; (ii) the filing by or against such Account Debtor of a
          request, notice of intention to appoint or petition for winding-up,
          dissolution, liquidation or bankruptcy of such person or for the
          appointment of an administrative receiver, receiver, manager or
          administrator in respect of such person or its assets or any other
          bankruptcy, insolvency or similar laws of the United Kingdom or any
          foreign jurisdiction now or hereafter in effect; (iii) the making of
          any general assignment by such Account Debtor for the benefit of its
          creditors; (iv) the appointment of a receiver or trustee of such
          Account Debtor or of any of the assets of the Account Debtor; (v) the
          institution by or against such Account Debtor of any other type of
          insolvency proceeding or of any formal or informal proceeding for the
          dissolution or liquidation of, settlement of claims against, or
          winding up of affairs of, such Account Debtor; (vi) the non-payment
          generally of such Account Debtor of its debts as they become due; or
          (vii) the cessation of the business of such Account Debtor as a going
          concern;

     (f)  if fifty per cent. (50%) or more of the aggregate sterling equivalent
          of outstanding Accounts owed at such time by the Account Debtor
          thereon is classified as ineligible pursuant to the other provisions
          of this definition;

     (g)  owed by an Account Debtor which (i) does not maintain its registered
          office or principal place of business in the United States, Canada
          (other than the Province of Newfoundland), the United Kingdom or
          another country within the European Union prior to 1 May 2004, (ii) is
          not organised under the laws of the United States, Canada, part of the
          United Kingdom or another country within the European Union prior to 1
          May 2004 or any political subdivision, state or province thereof, or
          (iii) is the


                                       16
<PAGE>
          government of any foreign country or sovereign state, or of any state,
          province municipality or other political subdivision thereof, or of
          any department, agency, public corporation, or other instrumentality
          thereof, except to the extent that such Account is secured or payable
          by a letter of credit satisfactory to the Agent in its discretion;

     (h)  owed by an Account Debtor which is an Affiliate or employee of such
          Borrower or an Account which the Agent determines is an Intercompany
          Account or an internal account;

     (i)  with respect to Accounts of a Borrower, with respect to which either
          the perfection, enforceability or validity of the security over such
          Account constituted by the Debenture, or the Security Trustee's or the
          Agent's right or ability to obtain direct payment to the Agent or, as
          appropriate, the Security Trustee, of the proceeds of such Account, is
          governed by any laws other than the local state or federal laws of the
          United States of America (including the UCC) or the laws of Canada,
          any part of the United Kingdom or another member of the European Union
          prior to 1 May 2004;

     (j)  owed by an Account Debtor to which a Borrower or any Affiliate thereof
          is indebted in any way, or which is subject to any right of set-off or
          recoupment by the Account Debtor (or otherwise a contra account),
          unless the Account Debtor has entered into an agreement acceptable to
          the Agent to waive set-off rights, or if the Account Debtor thereon
          has disputed liability or made any claim with respect to any other
          Account due from such Account Debtor;

     (k)  [intentionally omitted];

     (l)  which represents a sale on a bill-and-hold, guaranteed sale, sale and
          return, sale on approval, consignment or other repurchase or return
          basis;

     (m)  which is evidenced by a promissory note or other similar instrument;

     (n)  with respect to which the Agent believes, in the exercise of its
          commercial judgment, that the prospect of collection of such Account
          is impaired or that such Account may not be paid by reason of the
          Account Debtor's financial inability to pay;

     (o)  which arises out of a sale not made in the ordinary course of such
          Borrower's business;

     (p)  with respect to which the goods giving rise to such Account have not
          been shipped and delivered to and accepted by, or have been rejected
          or objected to by, the Account Debtor or the services giving rise to
          such Account have not been fully performed by such Borrower, and, if


                                       17
<PAGE>
          applicable, accepted by the Account Debtor, or the Account Debtor
          revokes its acceptance of such goods or services;

     (q)  owed by an Account Debtor or group of affiliated Account Debtors which
          is obligated to the Borrowers, or any of them, representing Accounts
          the aggregate unpaid balance of which exceeds ten per cent. (10%) of
          the aggregate unpaid balance of all Accounts owed to the Borrowers at
          such time by all of the Borrowers' Account Debtors;

     (r)  which is not subject to a first priority, perfected Security Interest
          in favour of the Security Trustee, for the benefit of the
          Beneficiaries established in a manner satisfactory to the Agent;

     (s)  owed by an Account Debtor incorporated outside the United Kingdom with
          whom such Borrower is trading in excess of its agreed credit limits;

     (t)  with respect to which such Borrower or the Agent has deemed such
          Account as uncollectible or has any reason to believe that such
          Account is uncollectible; and

     (u)  which the Agent determines, in its commercial discretion, is
          ineligible for any other reason.

     The Agent will consider a request from Ideal for the inclusion of Accounts
     in excess of ten per cent. (10%) of the total Eligible Accounts (as
     described in paragraph (q)) on a case by case basis, upon production by
     Ideal of such financial or other information regarding the business
     condition (financial or otherwise) of the Borrowers and the Group as the
     Agent may require and upon Ideal demonstrating to the satisfaction of the
     Agent, an improvement in its trading and financial position since the
     Effective Date.

     If any Account at any time ceases to be an Eligible Account, then such
     Account shall promptly be excluded from the calculation of the Maximum
     Eligibility Amount and the Revolving Facility Amount;

     ELIGIBLE INVENTORY: with effect from the Inventory Eligibility Date, if
     any, Inventory valued at the lower of cost (on a FIFO basis) or market
     value, which is eligible as the basis for Revolving Loans, based on such
     criteria as the Agent may from time to time establish in its reasonable
     commercial discretion;

     ENVIRONMENTAL AUTHORISATION: any authorisation, permit, licence, consent,
     registration or other approval required by or pursuant to any Environmental
     Law;

     ENVIRONMENTAL LAWS: all applicable laws, regulations, codes of practice,
     circulars, statutory guides, guidance notes and the like (whether in the
     United Kingdom or in any other jurisdiction in which any Obligor carries on
     its business or in which its assets may be situated) relating to
     contamination, human health, safety or the environment including but not
     limited to those relating to


                                       18
<PAGE>
     Discharges, waste, nuisance, health and safety, noise, packaging or the
     manufacture, processing, use, handling, treatment, storage, labelling,
     recovery, recycling, transport or disposal of Hazardous Substances;

     EQUIPMENT: in relation to each Trading Company, all of its now owned and
     hereafter acquired machinery, equipment, furniture, furnishings, fixtures
     and other tangible personal property of any kind (except Inventory), as
     well as all of such types of property leased by it and all of its rights
     and interest with respect thereto under such leases together with all
     present and future additions and accessions thereto and replacements
     therefor, component and auxiliary parts and supplies used or to be used in
     connection therewith and all substitutes for any of the foregoing, and all
     manuals, drawings, instructions, warranties and rights with respect
     thereto, wherever any of the foregoing is located;

     EVENT OF DEFAULT: any of those events specified in clause 17.1;

     EXCESS AVAILABILITY: at any time, the amount, if any, by which the
     Revolving Facility Amount exceeds the Aggregate Exposure at such time;

     FACILITY OFFICE: in relation to a Lender at any time, the office set out
     under its name at the end of this Agreement or, in the case of a
     Transferee, in the Transfer Certificate to which it is a party as
     Transferee or, in the case of a Lender which is an assignee or other
     successor of any other Lender, the office notified to the Agent by the
     assignee or other successor on or before the date it becomes a Lender or
     such other office as such Lender may from time to time notify to the Agent;

     FEE LETTER: means any letter or letters dated on or about the date of this
     Agreement and/or the Effective Date and/or the date of the Third
     Supplemental Agreement between the Arranger and Ideal (or the Agent and
     Ideal) setting out and/or relating to any of the fees referred to in clause
     22;

     FINANCE DOCUMENTS: this Agreement, the Invoice Discounting Agreements, any
     Fee Letter, any Accession Notice, any Hedging Agreement, the Security
     Documents, the Supplemental Agreement, the Second Supplemental Agreement,
     the Third Supplemental Agreement and any other agreement, deed, notice,
     document or certificate designated as such by the Agent and Ideal;

     FINANCIAL QUARTER: any period of three months in any Financial Year, ending
     on the day which is, respectively, three, six or nine months after the
     first day of that Financial Year or on the last day of that Financial Year;

     FINANCIAL STATEMENTS: according to the context in which it is used, the
     Pro-Forma Balance Sheet or any financial statements required to be
     delivered to the Agent pursuant to clause 15.2 and complying with the
     provisions of clause 15.3;

     FINANCIAL YEAR: any period of twelve months ending on 31 December;


                                       19
<PAGE>
     FOREIGN CURRENCY: dollars, euros or such other currency which is freely
     transferable and freely convertible into sterling as may at any time be
     specifically agreed by the Agent;

     FRENCH IDF COMPANY: Bell Microproducts Sarl, a corporation incorporated
     under the laws of France with registered number 43474497500013 and having
     its registered office at 23 avenue General Leclerc, 92340, Bourg La Reine,
     Paris, France;

     FRENCH INVOICE DISCOUNTING AGREEMENT: the invoice discounting agreement
     dated on or about the date of the Third Supplemental Agreement and made
     between the French IDF Company and Bank of America, National Association
     acting through its Paris branch at 43-47 Avenue de la Grande Armee, 75116
     Paris, France;

     FRENCH BANK ACCOUNTS PLEDGE: any pledge in respect of the Company Accounts
     of the French IDF Company, in form and substance satisfactory to the Agent
     and the Receivables Purchaser;

     GROUP: BMEH and its Subsidiaries at any time including, whether or not a
     Subsidiary of BMEH, each IDF Company (but excluding, in each case, unless
     the Agent otherwise agrees, any member of the Solutions Group) and "GROUP
     COMPANY" shall mean any one of them;

     GUARANTEE: any guarantee (which has been specifically agreed between the
     relevant Borrower and the Agent) of the obligations of any person issued by
     the Issuer at the request of that Borrower pursuant to the terms of clause
     6.4;

     GUARANTORS: each Secured Guarantor and each Unsecured Guarantor and
     "GUARANTOR" means any one of them;

     HAZARDOUS SUBSTANCE: any radioactive emissions and any natural or
     artificial substance (whether in solid or liquid form or in the form of a
     gas or vapour and whether alone or in combination with any other substance)
     capable of causing harm to the environment, human health or welfare or to
     any organism, including (without limitation) any type of waste or any form
     of energy;

     HEDGE PROVIDER: the Arranger, any Lender or any other bank or financial
     institution of international standing whose long term unsecured debt
     securities are, on the date that it enters into any Hedging Agreement,
     rated at least A+ by S&P or A1 by Moody's;

     HEDGING AGREEMENT: any agreement or instrument between a Borrower and a
     Hedge Provider relating to the hedging of an interest rate or a currency
     exposure (including a swap, option, cap, collar or floor);


                                       20
<PAGE>
     IDEAL PRO-FORMA BALANCE SHEET: the pro-forma consolidated (and
     consolidating) balance sheet of the IHL Group as at 31 August 2003 prepared
     by Ideal in accordance with Applicable GAAP;

     IDF COMPANIES: means the Belgian IDF Company, the Dutch IDF Company, the
     French IDF Company, the Italian IDF Company, the Swedish IDF Company and
     any other company which has entered into an Invoice Discounting Agreement
     and which has consequently been designated an IDF Company by the
     Receivables Purchaser from time to time and "IDF COMPANY" means any one of
     them;

     IDF GUARANTEE: the guarantee by the Borrowers contained in clause 7
     (Guarantee) of the Third Supplemental Agreement;

     IDF PORTFOLIO LOSS: an amount equal to the amount by which the Remittances
     (as defined in the Accounts Transfer Conditions) received in respect of an
     Account (as defined in the Accounts Transfer Conditions) purchased by the
     Receivables Purchaser pursuant to an Invoice Discounting Agreement fall
     short of the Purchase Price (as defined in the Accounts Transfer
     Conditions) paid by the Receivables Purchaser pursuant to that Invoice
     Discounting Agreement less the amount (if any) received by the Receivables
     Purchaser by way of repurchase consideration or indemnity from the relevant
     IDF Company, or from any other Obligor, in respect of that Account;

     IHL/BB GROUP: collectively, the IHL Group and each of the Baby Bells;

     IHL GROUP: Ideal and its Subsidiaries (which term includes, for the
     avoidance of doubt, OpenPSL Holdings Limited, OpenPSL Limited and Open
     Computing Limited) for the time being;

     INFORMATION MEMORANDUM: the document in the form approved by Ideal
     concerning the Group which, at Ideal's request, and on its behalf, was
     prepared by the Arranger in relation to the transactions contemplated by
     this Agreement and distributed to selected financial institutions;

     INTERCOMPANY ACCOUNTS: all assets and liabilities, however arising, which
     are due to any Trading Company from, which are due from any Trading Company
     to, or which otherwise arise from any transaction by any Trading Company
     with, any Affiliate;

     INTEREST PERIOD: any of those periods referred to in clause 7 (by reference
     to which interest is calculated on any LIBOR Revolving Loan) or in clause
     18.2 (by reference to which interest is calculated on an unpaid sum)
     provided that, save in respect of any Interest Periods relating to an
     unpaid sum, no Interest Period shall extend beyond the Termination Date;

     INVENTORY: in relation to each Trading Company, all of its now owned and
     hereafter acquired inventory, goods and merchandise, wherever located, to
     be furnished under any contract of service or held for sale or lease, all
     raw materials,


                                       21
<PAGE>
     work-in-progress, finished goods, returned goods and materials and supplies
     of any kind, nature or description which are or might be used or consumed
     in its business or used in connection with the manufacture, packing,
     shipping, advertising, selling or finishing of such goods, merchandise and
     other personal property, and all documents of title or other documents
     representing them;

     INVENTORY ELIGIBILITY DATE: the date, if any, upon which the Lenders shall
     have agreed, and the Agent shall have advised Ideal to that effect, that
     Eligible Inventory may be eligible as the basis for Revolving Loans;

     INVOICE DISCOUNTING AGREEMENTS: the Belgian Invoice Discounting Agreement,
     the Dutch Invoice Discounting Agreement, the French Invoice Discounting
     Agreement, the Italian Invoice Discounting Agreement and the Swedish
     Invoice Discounting Agreement including, in each case, the Account Transfer
     Conditions incorporated therein in accordance with their respective terms
     together with any other Invoice Discounting Agreement entered into from
     time to time by an IDF Company, including in each case, the Accounts
     Transfer Conditions incorporated therein in accordance with their
     respective terms;

     INVOICE DISCOUNTING FACILITIES: the invoice discounting facilities made
     available or to be made available to the IDF Companies under the Invoice
     Discounting Agreements;

     INVOICE DISCOUNTING FACILITY EXPOSURE: at any time, the aggregate of the
     Total MDL Balance (as defined in the Accounts Transfer Conditions) at such
     time, the sterling equivalent of any Prepayments to be made on the date on
     which the computation falls to be made and the sterling equivalent of all
     other amounts owing, actually or contingently, by the IDF Companies under
     the Invoice Discounting Agreements at such time, as notified to the Agent
     from time to time by each Receivables Purchaser;

     ITALIAN IDF COMPANY: Bell Microproducts S.r.l, a corporation incorporated
     under the laws of Italy with registered number 13456670150 and having its
     registered office at Via V Pisani 12/a, 20124 Milan, Italy;

     ITALIAN INVOICE DISCOUNTING AGREEMENT: the invoice discounting agreement
     dated on or about the date of the Third Supplemental Agreement and made
     between the Italian IDF Company and Bank of America, National Association
     acting through its Milan branch at Corso Matteotti 10,20121 Milan, Italy;

     ITALIAN BANK ACCOUNTS PLEDGE: any pledge in respect of the Company Accounts
     of the Italian IDF Company, in form and substance satisfactory to the Agent
     and the Receivables Purchaser;

     JURISDICTION: the jurisdiction of incorporation of the relevant Baby Bell;

     LATEST PROJECTIONS: (i) until the Agent receives new projections pursuant
     to clause 15.2.3, the projections provided by Ideal of the consolidated
     (and


                                       22
<PAGE>
     consolidating) monthly financial condition, results of operations and cash
     flow of Ideal and the Baby Bells for the period ending 31 December 2005
     (and showing separate projections for the period up to 31 December 2004 and
     the subsequent period from 1 January 2005 until 31 December 2005) and (ii)
     thereafter, the projections most recently received by the Agent pursuant to
     clause 15.2.3;

     LENDER: means:

     (i)  any Original Lender; and

     (ii) any bank, financial institution, trust, fund or other entity which has
          become a party to this Agreement in accordance with clause 28.3,

     which in each case has not ceased to be a party to this Agreement in
     accordance with the terms of this Agreement;

     LETTER OF CREDIT: any standby letter of credit (which has been specifically
     agreed between a Borrower and the Agent) issued by the Issuer at the
     request of a Borrower pursuant to the terms of clause 6.4;

     LETTER OF CREDIT AND GUARANTEE FEE: the meaning given to it in clause 22.5;

     LIBOR: in relation to any LIBOR Revolving Loan or any unpaid sum and any
     Interest Period relating to it:

     (i)  the applicable Screen Rate; or

     (ii) (if no Screen Rate is available for the currency or Interest Period of
          that Loan or unpaid sum) the arithmetic mean of the rates (rounded up
          to 4 decimal places) as supplied to the Agent at its request quoted by
          the Reference Banks to leading banks in the London Interbank Market,

     at or about 11.00 a.m. in London on the Quotation Date for a period
     comparable to the relevant Interest Period;

     LIBOR REVOLVING LOAN: a revolving loan made or to be made by the Lenders in
     relation to which interest thereon is to be calculated by reference to
     LIBOR;

     LOANS: each Revolving Loan and Swingline Loan and "LOAN" means any one of
     them;

     MAJORITY LENDERS: Lenders whose Outstandings together exceed sixty-six and
     two-thirds per cent (66 2/3%) of the Outstandings of all the Lenders (or,
     if there are no Outstandings, Lenders whose Commitments together exceed
     sixty-six and two-thirds per cent (66 2/3%) of the Total Commitments)
     provided that, if at any time there are only two Lenders party to this
     Agreement "MAJORITY LENDERS" shall mean both of them together;


                                       23
<PAGE>
     MANAGEMENT ACCOUNTING PERIOD: each period of one calendar month ending on
     the last day of that month;

     MANAGEMENT ACCOUNTS: the then latest unaudited but consolidated and
     consolidating management accounts of BMEH, BMEP, BMEBV, BMEE, Ideal and the
     Group (other than the members of the Solutions Group but including in any
     event each IDF Company) in respect of each Management Accounting Period to
     be prepared in accordance with Applicable GAAP and in a format agreed by
     the Agent required to be delivered to the Agent pursuant to clause 15.2.2;

     MANDATORY COST: the percentage rate per annum calculated by the Agent in
     accordance with Schedule 5;

     MATERIAL CONTRACTS: each of the contracts details of which are set out in
     Schedule 10 and any other contract from time to time designated as a
     Material Contract by the Agent and Ideal;

     MAXIMUM ELIGIBILITY AMOUNT: the amount which is equal to the sum of:

     (a)  80% of the Net Amount of Eligible Accounts (the "ACCOUNTS ADVANCE
          RATE"). If at any time the Agent determines that the Dilution
          Percentage for the Borrowers (as a whole) has been equal to or less
          than 5% for a continuous period of three (3) months ending on the date
          of such determination, the Agent, in its absolute discretion (upon
          completing a field exam and such other reviews as it deems
          appropriate), may increase the Accounts Advance Rate to 85%. "DILUTION
          PERCENTAGE" means the percentage figure obtained by dividing (A) all
          credits, allowances, discounts, write-offs, contra-accounts and other
          set-offs incurred in any month which reduce the value of Accounts for
          the Borrowers (as a whole) by (B) the gross amount of all cash
          received and retained in the Receivables Accounts from all Accounts
          created by the Borrowers (as a whole) in such month: notwithstanding
          but without prejudice to the foregoing, the Agent shall have the right
          to reduce the Accounts Advance Rate or to establish reserves, if the
          Agent at any time determines that the Dilution Percentage has
          increased; plus

     (b)  after the Inventory Eligibility Date, if applicable, up to 60% of the
          value of Eligible Inventory;

     MAXIMUM REVOLVING CREDIT LINE: the amount of L75,000,000 or such other
     amount as may be agreed between the Agent and Ideal;

     NET AMOUNT OF ELIGIBLE ACCOUNTS: the gross amount of Eligible Accounts less
     sales, excise or similar taxes, and less returns, discounts, claims,
     credits and allowances of any nature at any time issued, owing, granted,
     outstanding, available or claimed in respect of such Eligible Accounts;


                                       24
<PAGE>
     NON-VESTING ACCOUNTS: has the meaning given to it in the Accounts Transfer
     Conditions;

     NOTICE OF CONVERSION/CONTINUATION: the meaning given to it in clause 7.5.2;

     OBLIGORS: each Borrower, each Charging Company, each Guarantor, BMEP, BMEH
     and each other member of the Group which has, or may be required by the
     Agent to have, any liability from time to time, whether actual or
     contingent, present or future, for the payment of any amounts outstanding
     or capable of becoming outstanding under any of the Finance Documents and
     "OBLIGOR" means any one of them;

     ORIGINAL STERLING AMOUNT: in relation to a Loan, the amount specified in
     sterling in the Utilisation Notice relating to that Loan (or, if the amount
     requested is denominated in a Foreign Currency, that amount converted into
     sterling at the Agent's Spot Rate of Exchange on the date which is three
     business days before the Utilisation Date or, if later, on the date the
     Agent received the Utilisation Notice);

     OUTSTANDINGS: in relation to a Lender at any time, the Original Sterling
     Amount of the aggregate principal amount of its share of all (if any)
     Utilisations, including (in relation to the Issuer) the Original Sterling
     Amount of the aggregate of its contingent liabilities in respect of any
     such Utilisations consisting of the issue of any Letters of Credit or
     Guarantees outstanding at that time;

     PARENT: Bell Microproducts Inc.;

     PARTICIPATING PROPORTION: in relation to a Lender and a sum payable to or
     by it on any date, the proportion which the Commitment of that Lender bears
     to the Total Commitments on that date;

     PERMITTED ENCUMBRANCE: any encumbrance permitted under clause 16.3.1;

     PERMITTED INDEBTEDNESS: any indebtedness permitted under clause 16.3.5;

     PLEDGE AGREEMENTS: the Belgian Pledge, the Dutch Bank Accounts Pledge, the
     Dutch Non-Vesting Accounts Pledge, the French Bank Accounts Pledge, the
     Italian Bank Accounts Pledge and the Swedish Bank Accounts Pledge and any
     other pledge agreement entered into by an IDF Company pursuant to the terms
     of an Invoice Discounting Agreement;

     PRE-APPROVED ACQUISITION: any acquisition of any business, shares or other
     assets of any kind by any Group Company which does not require the prior
     consent or approval of the Agent or the Lenders by virtue of the fact that
     both prior to and at the time of its completion, each of the Approved
     Acquisition Conditions were satisfied;

     PREPAYMENT: has the meaning given to it in the Accounts Transfer
     Conditions;


                                       25
<PAGE>
     PRIORITY AGREEMENT: the priority agreement dated 2 December 2002 between
     (1) Bell Microproducts Limited, (2) the Security Trustee and (3) National
     Westminster Bank Plc in its capacity as existing Chessington Mortgagee;

     PRO-FORMA BALANCE SHEET: the pro-forma consolidated (and consolidating)
     balance sheet of the Group and each Group Company as of 31 October 2002
     prepared by Ideal in accordance with Applicable GAAP;

     QUALIFYING LENDER: a lender which either:

     (i)  is a bank as defined in section 840A of the Taxes Act which, for the
          purposes of section 349 of the Taxes Act, is within the charge to
          corporation tax as regards all interest payable to it under this
          Agreement; or

     (ii) is a lender (a "TREATY LENDER") which has the benefit of a double tax
          treaty which provides a complete exemption from UK income tax on
          interest; or

     (iii) is a lender (a "UK NON-BANK LENDER") which is beneficially entitled
          to interest payable to that lender in respect of a Loan under this
          Agreement and is:

          (a)  a company resident in the United Kingdom for United Kingdom tax
               purposes;

          (b)  a partnership each member of which is a company resident in the
               United Kingdom for United Kingdom tax purposes; or

          (c)  a company not so resident in the United Kingdom which carries on
               a trade in the United Kingdom through a branch or agency and
               which is required to bring that interest into account in
               computing its chargeable profits (within the meaning given by
               section 11(2) of the Taxes Act),

     and has given a Tax Confirmation to the Borrowers;

     QUOTATION DATE: in relation to any period for which an interest rate is to
     be determined, the day on which quotations would ordinarily be given by
     prime banks in the London Interbank Market for deposits in the currency in
     relation to which such rate is to be determined for delivery on the first
     day of that period provided that, if, for any such period, quotations would
     ordinarily be given on more than one date, the Quotation Date for that
     period shall be the last of those dates;

     RECEIVABLES ACCOUNT: has the meaning given to it in the Security Documents;

     RECEIVABLES PURCHASER: has the meaning given to it in the Third
     Supplemental Agreement;


                                       26
<PAGE>
     REFERENCE BANKS: such banks as may be appointed by the Agent in
     consultation with Ideal;

     REFERENCE RATE: in relation to any Loan or unpaid sum denominated in
     sterling or any Foreign Currency (as the case may be) on which interest is
     to be calculated by reference to Reference Rate, the Agent's reference rate
     for sterling or such Foreign Currency being the rate from time to time set
     by the Agent based on various factors including the Agent's cost of funds,
     desired return and general economic conditions and which is used as a
     reference point for pricing loans made by it in sterling or such Foreign
     Currency;

     REFERENCE RATE REVOLVING LOAN: a revolving loan made or to be made by the
     Lenders in relation to which interest thereon is to be calculated by
     reference to the Reference Rate;

     RELEVANT ACCOUNTING INFORMATION: the meaning given to it in clause 15.4;

     RELEVANT AGREEMENTS: the Finance Documents, the Material Contracts and any
     Approved Acquisition Documents;

     RESERVATIONS: the principle that equitable remedies are remedies which may
     be granted or refused at the discretion of the court, the limitation of
     enforcement by laws relating to bankruptcy, insolvency, liquidation,
     reorganisation, court schemes, moratoria, administration and other laws
     generally affecting the rights of creditors, the time barring of claims
     under the Limitation Act 1980, the possibility that an undertaking to
     assume liability for or to indemnify against non-payment of United Kingdom
     stamp duty may be void, the unenforceability of penalty provisions and
     defences of set-off or counterclaim and similar principles arising under
     the laws of any other jurisdiction in which relevant obligations must be
     performed;

     RESTRICTED INVESTMENT: any acquisition of any assets by any Group Company
     in exchange for cash or other assets, whether in the form of an acquisition
     of shares, debt securities or other indebtedness or obligation, or the
     purchase or acquisition of any other assets, or a loan, advance, capital
     contribution or subscription, except the following:

     (i)  acquisitions of fixed assets to be used in the business of such Group
          Company, so long as the acquisition costs thereof constitute Capital
          Expenditure permitted hereunder; and

     (ii) acquisitions of goods held for sale or lease or to be used in the
          rendering of services by such Group Company in the ordinary course of
          business;

     (iii) any acquisition of shares, debt securities or other indebtedness or
          obligation, or the making of any loan, advance, capital contribution
          or subscription by any Group Company in or to any other Group Company
          which is loss-making and solely for the purpose of recapitalising such


                                       27
<PAGE>
          loss-making Group Company, provided always that, unless (A) the funds
          (the "INVESTMENT FUNDS") employed by the investing Group Company have
          been made available to it wholly by the Parent (directly or through
          BMEH) and not by the utilisation of any amounts drawn down under this
          Agreement and (B) the investment funds are the proceeds of a new
          capital injection (whether by way of debt or equity) into the
          investing Group Company occurring after the Effective Date and not
          monies already available to such investing Group Company, then such
          capital injection by the relevant investing Group Company may not
          exceed L 500,000 without the prior consent of the Agent;

     (iv) any Pre-Approved Acquisition;

     REVIEW DATE: the meaning given to it in Clause 7.6.1;

     REVOLVING FACILITY: the facility referred to in clause 2.1;

     REVOLVING FACILITY AMOUNT: the lesser of:

     (i)  the Maximum Revolving Credit Line; and

     (ii) the Maximum Eligibility Amount;

     REVOLVING LOAN: each LIBOR Revolving Loan and each Reference Rate Revolving
     Loan made or to be made by the Lenders pursuant to the Revolving Facility;

     SCREEN RATE: the British Bankers Association Interest Settlement Rate for
     the relevant currency and period displayed on page 3750 of the Telerate
     screen; if the agreed page is replaced or service ceases to be available,
     the Agent may specify another page or service displaying the appropriate
     rate after consultation with Ideal and the Lenders;

     SECOND SUPPLEMENTAL AGREEMENT: the agreement supplemental to this Agreement
     dated 22 September 2004 and entered into by, amongst others, the parties to
     this Agreement;

     SECURED GUARANTOR: each Charging Company;

     SECURED OBLIGATIONS: the meaning given to it in the Debenture;

     SECURITY DOCUMENTS: the Debenture, the Priority Agreement, the Pledge
     Agreements and any document creating an encumbrance over any asset of any
     Obligor and/or any IDF Company entered into pursuant thereto or pursuant to
     any other Finance Document and any other security document granted to the
     Security Trustee as security for the obligations of the Obligors and/or any
     IDF Company to the Beneficiaries;


                                       28
<PAGE>
     SECURITY INTEREST: collectively the encumbrances granted to the Security
     Trustee pursuant to the Security Documents or any other agreement or
     instrument;

     SOLUTIONS GROUP: at any time, Bell Microproducts Solutions BV and its
     Subsidiaries at such time and "MEMBER OF THE SOLUTIONS GROUP" means any one
     of them but so that an IDF Company shall be deemed not to be a member of
     the Solutions Group even if this is in fact the case;

     ST. CRISPIN MORTGAGEE: as at the date of the Second Supplemental Agreement,
     HSBC Bank PLC as lender to OpenPSL Limited and as mortgagee of the St.
     Crispin Property in connection with such borrowing or such other bank or
     financial institution which may at any time refinance all or any part of
     such borrowings, provided that such bank or financial institution shall
     have entered into an intercreditor deed or other priority arrangement on
     terms and conditions mutually acceptable to such bank or financial
     institution, OpenPSL Limited and the Agent;

     ST. CRISPIN PRIORITY AGREEMENT: the priority agreement, in form and
     substance satisfactory to the Agent, entered or to be entered into between
     (1) OpenPSL Limited, (2) the Security Trustee and (3) HSBC Bank PLC;

     ST. CRISPIN PROPERTY: all that freehold property registered under title
     number LA596977 and more particularly known as land to the west side of St.
     Crispin Way, Haslingden, Rossendale, Lancashire;

     SUBSIDIARY: of a person means any company or entity directly or indirectly
     controlled by such person;

     SUPPLEMENTAL AGREEMENT: the agreement supplemental to this Agreement dated
     3 December 2003 entered into by the parties hereto;

     SUPPLEMENTAL DEED: a deed supplemental to the Debenture or any other
     Security Document, substantially in the form set out in schedule 9 to the
     Debenture or, as the case may be, substantially in the form set out in such
     Security Document, entered or to be entered into by a Group Company
     pursuant to which that Group Company accedes to the Debenture or, as the
     case may be, any other Security Document, as a Charging Company;

     SWEDISH IDF COMPANY: Bell Microproducts AB, a corporation incorporated
     under the laws of Sweden with registered number SE556597-7385 and having
     its registered office at Rotebergsvagen 1, 192 78 Sollentuna, Sweden;

     SWEDISH INVOICE DISCOUNTING AGREEMENT: the invoice discounting agreement
     dated on or about the date of the Third Supplemental Agreement and made
     between the Swedish IDF Company and Bank of America, National Association
     acting through its branch at 5 Canada Square, London, E14 5AQ;


                                       29
<PAGE>
     SWEDISH BANK ACCOUNTS PLEDGE: a pledge in respect of the Company Accounts
     of the Swedish IDF Company, in form and substance satisfactory to the Agent
     and the Receivables Purchaser;

     SWINGLINE LOAN: a swingline loan made or to be made by the Swingline Lender
     pursuant to clause 6.3;

     TAXES ACT: the Income and Corporation Taxes Act 1988;

     TAX CONFIRMATION: a confirmation by a person which is a Lender under this
     Agreement that the person beneficially entitled to interest payable to that
     Lender in respect of a Loan under this Agreement is either:

     (i)  a company resident in the United Kingdom for United Kingdom tax
          purposes; or

     (ii) a partnership each member of which is a company resident in the United
          Kingdom for United Kingdom tax purposes; or

     (iii) a company not so resident in the United Kingdom which carries on a
          trade in the United Kingdom through a branch or agency and which is
          required to bring that interest into account in computing its
          chargeable profits (within the meaning given by section 11(2) of the
          Taxes Act);

     TERMINATION DATE: subject to clause 9.5, 15 July 2006;

     THIRD SUPPLEMENTAL AGREEMENT: the agreement supplemental to this Agreement
     dated ____________ between, amongst others, the parties to this Agreement;

     TOTAL COMMITMENTS: the aggregate at any time of the Commitments of all the
     Lenders;

     TOTAL OUTSTANDINGS: the aggregate at any time of the Outstandings of all
     the Lenders;

     TRADING COMPANY: each Group Company with Eligible Accounts and, if
     applicable following the Inventory Eligibility Date, with such Eligible
     Inventory as the Agent may agree in writing;

     TRANSFER CERTIFICATE: a certificate substantially in the form set out in
     Schedule 6 completed in accordance with clause 28;

     TRANSFEREE: a Lender or other financial institution which is a Qualifying
     Lender to which a Lender seeks to transfer rights and obligations under
     this Agreement in accordance with clause 28;

     TRUST PROPERTY: all or any of the assets, rights, powers, authorities and
     discretions at any time subject to or expressed to be subject to the
     security from


                                       30
<PAGE>
     time to time constituted by or arising pursuant to the Security Documents
     or vested in the Security Trustee or given under or pursuant to the
     Security Documents including all income and other sums at any time received
     or receivable by the Security Trustee in respect thereof;

     UNSECURED GUARANTOR: a Group Company which has acceded to this Agreement as
     an unsecured guarantor by executing and delivering to the Agent an
     Accession Notice in accordance with clause 3 and "UNSECURED GUARANTOR"
     means any one of them;

     UNUSED LINE FEE: the meaning given to it in clause 22.1;

     UTILISATION: a utilisation consisting of the drawdown of a Swingline Loan
     or Revolving Loan or the issue by the Issuer of a Letter of Credit or
     Guarantee;

     UTILISATION NOTICE: a notice of Utilisation substantially in the form set
     out in Schedule 4; and

     VAT: value added tax or any similar tax substituted therefore.

1.2  CONSTRUCTION

     Any reference in this Agreement to:

     1.2.1 the "AGENT", the "ARRANGER", the "RECEIVABLES PURCHASER", the
          "SECURITY TRUSTEE", the "ISSUER", the "SWINGLINE LENDER" or any
          "LENDER" shall be construed so as to include their respective
          successors, Transferees and assignees in accordance with their
          respective interests;

     1.2.2 "THIS AGREEMENT" or to any other agreement or document shall, unless
          the context otherwise requires, be construed as a reference to this
          Agreement or such other agreement or document as the same may from
          time to time be amended, varied, supplemented, novated or replaced and
          shall include any document which is supplemental to, is expressed to
          be collateral with, or is entered into pursuant to or in accordance
          with, the terms of this Agreement or, as the case may be, such other
          agreement or document;

     1.2.3 the "ASSETS" of any person shall be construed as a reference to all
          or any part of its business, operations, undertaking, property,
          assets, revenues (including any right to receive revenues) and
          uncalled capital;

     1.2.4 a "BUSINESS DAY" is a reference to a day (other than a Saturday or
          Sunday) on which banks generally are open for business in London and:


                                       31
<PAGE>
          (a)  (in relation to any date for the payment or purchase of a
               currency other than euro) in the principal financial centre of
               the country of that currency; or

          (b)  (in relation to any date for the payment or purchase of euro)
               which is a TARGET Day;

     1.2.5 a "CAPITAL ADEQUACY REGULATION" shall be construed as a reference to
          any guideline, request or directive of any central bank or public
          authority, or any other law, rule or directive or regulation, whether
          or not having the force of law, in each case, regarding capital
          adequacy of any bank or of any corporation controlling a bank;

     1.2.6 a document being a "CERTIFIED COPY" of another means such document is
          certified by a duly authorised officer of the relevant Obligor (or by
          reputable solicitors to the relevant Obligor from time to time) as
          being a true, complete, accurate and up-to-date copy of the original;

     1.2.7 a person being "CONTROLLED" by another means that that other (whether
          directly or indirectly and whether by the ownership of share capital,
          the possession of voting power, contract or otherwise) has the power
          to appoint and/or remove all or the majority of the members of the
          board of directors or other governing body of that person or otherwise
          controls or has the power to control the affairs and policies of that
          person;

     1.2.8 a "CREDIT AGREEMENT" shall be construed as a reference to any
          conditional sale agreement (as defined in the Consumer Credit Act
          1974), hire purchase or credit sale agreement or other similar
          agreement entered into primarily as a method of financing the
          acquisition of the asset which is the subject of such agreement;

     1.2.9 a Default which is "CONTINUING" shall be construed as a reference to
          a Default which has not been remedied or waived;

     1.2.10 "DOLLARS" and "US$" shall mean the lawful currency of the United
          States of America;

     1.2.11 "EMU LEGISLATION" means legislative measures of the European
          Communities for the introduction of, changeover to or operation of the
          euro;

     1.2.12 an "ENCUMBRANCE" shall be construed as a reference to a mortgage,
          charge, assignment by way of security, pledge, lien, hypothecation,
          right of set-off, reservation of title arrangement, preferential right
          (save as arising under the general law for the protection of certain
          classes of creditors) or any trust, flawed asset or other arrangement
          for


                                       32
<PAGE>
          the purpose of and having a similar effect to the granting of
          security, or other security interest of any kind;

     1.2.13 "EURO" and "EUR" means the single currency adopted by certain
          participating member states of the European Communities in accordance
          with EMU legislation;

     1.2.14 a "FINANCE LEASE" shall be construed as a reference to any lease or
          other similar agreement entered into primarily as a method of
          financing the use of the asset which is the subject of such lease or
          agreement;

     1.2.15 "FINANCIAL INDEBTEDNESS" shall be construed as a reference to any
          indebtedness under or in respect of:

          (a)  monies borrowed or raised (including by way of preference share
               capital but excluding by way or ordinary shares);

          (b)  any debenture, bond, note, loan stock, commercial paper or
               similar instrument;

          (c)  any acceptance credit, bill-discounting, note purchase or
               documentary credit facility;

          (d)  any credit agreement or finance lease;

          (e)  any receivables purchase, factoring or discounting arrangement
               under which there is recourse in whole or in part to any member
               of the Group including, without limitation, the Invoice
               Discounting Agreements;

          (f)  credit (other than normal trade credit for a period not exceeding
               90 days) or deferred payment arrangements in respect of the
               acquisition or construction price of assets acquired or
               constructed or the purchase price of services supplied;

          (g)  any other transaction having the commercial effect of a borrowing
               or other raising of money entered into by a person to finance its
               business or operations or capital requirements; or

          (h)  (without double counting) any guarantee or other assurance
               against financial loss in respect of the indebtedness of any
               person arising under an obligation falling within (a) to (g)
               above;

     1.2.16 the "FINANCIAL STATEMENTS" or the "MANAGEMENT ACCOUNTS" shall be
          construed so as to include any notes, reports, statements or other
          documents annexed or attached to any of them;


                                       33
<PAGE>
     1.2.17 a "GUARANTEE" shall be construed so as to include an indemnity,
          bond, standby letter of credit and any other obligation (whatever
          called) of any person to pay for, purchase, provide funds (whether by
          the advance of money, the purchase or subscription for shares or other
          securities, the purchase of assets or services or otherwise) for the
          payment of, indemnify against the consequences of default in the
          payment of, or otherwise be responsible for, any indebtedness or other
          obligation of any other person (and "GUARANTEED" and "GUARANTOR" shall
          be construed accordingly);

     1.2.18 "INDEBTEDNESS" shall be construed as a reference to any obligation
          for the payment or repayment of money, whether as principal or as
          surety and whether present or future, actual or contingent;

     1.2.19 a document expressed to be "IN THE APPROVED TERMS" is a reference to
          a document the terms, conditions and form of which have been
          initialled for the purpose of identification by or on behalf of the
          Agent;

     1.2.20 something having a "MATERIAL ADVERSE EFFECT" on a person shall be
          construed as a reference to it having a material adverse effect (i) on
          its financial condition, business or operations or on the consolidated
          financial condition, business or operations of it and its Subsidiaries
          or (ii) on its ability to comply with its payment obligations under
          any Finance Document;

     1.2.21 a "MONTH" is a reference to a period starting on one day in a
          calendar month and ending on the numerically corresponding day in the
          next calendar month save that, where any such period would otherwise
          end on a day which is not a business day, it shall end on the next
          business day, unless that day falls in the calendar month succeeding
          that in which it would otherwise have ended, in which case it shall
          end on the preceding business day provided that, if a period starts on
          the last business day in a calendar month or if there is no
          numerically corresponding day in the month in which that period ends,
          that period shall end on the last business day in that later month;

     1.2.22 a "PARTICIPATING MEMBER STATE" is a reference to any member state of
          the European Communities which adopts or has adopted the euro as its
          lawful currency in accordance with EMU legislation;

     1.2.23 a "PERSON" shall be construed as a reference to any individual,
          firm, company, corporation, public authority or any association or
          partnership (whether or not having separate legal personality) of two
          or more of the foregoing;

     1.2.24 a "PUBLIC AUTHORITY" shall be construed as a reference to any
          government of any country or sovereign state or any political
          sub-


                                       34
<PAGE>
          division thereof or any department, agency, public corporation or
          other instrumentality of any of the foregoing;

     1.2.25 a "REGULATION" shall be construed so as to include any regulation,
          rule, by-law, official directive, requirement, request or guideline
          (whether or not having the force of law) of any governmental body,
          agency, department or regulatory, self-regulatory or other authority
          or organisation;

     1.2.26 "STERLING" and "L" denotes the lawful currency of the United
          Kingdom;

     1.2.27 the "STERLING EQUIVALENT" of (i) any amount denominated in a Foreign
          Currency shall mean the equivalent in sterling of such amount as
          determined by the Agent by reference to the Agent's Spot Rate of
          Exchange and of (ii) any amount denominated in sterling shall mean
          such sterling amount;

     1.2.28 "TARGET" is a reference to Trans-European Automated Real-time Gross
          Settlement Express Transfer payment system;

     1.2.29 "TARGET DAY" is a reference to any day on which TARGET is open for
          the settlement of payments in euro;

     1.2.30 "TAX" shall be construed so as to include any present and future
          tax, levy, impost, deduction, withholding, duty or other charge of a
          similar nature (including, without limitation, any penalty or interest
          payable in connection with any failure to pay or any delay in paying
          any of the same);

     1.2.31 "TAX ON OVERALL NET INCOME" of a person shall be construed as a
          reference to tax (other than tax deducted or withheld from any
          payment) imposed on that person by the jurisdiction in which its
          principal office (and/or, in the case of a Lender, its Facility
          Office) is located on (i) the net income, profits or gains of that
          person world-wide or (ii) such of its net income, profits or gains as
          arise in or relate to that jurisdiction;

     1.2.32 an "UNPAID SUM" is a reference to an unpaid sum as that term is
          defined in clause 18.1;

     1.2.33 the "WINDING-UP", "DISSOLUTION", "ADMINISTRATION", "RECEIVERSHIP" or
          "BANKRUPTCY" of a person and references to the "LIQUIDATOR",
          "ADMINISTRATOR", "RECEIVER", "ADMINISTRATIVE RECEIVER", "RECEIVER AND
          MANAGER", "MANAGER" or "TRUSTEE" of a person shall be construed so as
          to include any equivalent or analogous proceedings or, as the case may
          be, insolvency representative or officer under the law of the
          jurisdiction in which such person or, as the case may be, insolvency
          representative or officer is incorporated or constituted or of any
          jurisdiction in which such person or, as the case may be,


                                       35
<PAGE>
          insolvency representative or officer is incorporated or constituted or
          of any jurisdiction in which such person or, as the case may be,
          insolvency representative or officer, carries on business.

1.3  Any reference in this Agreement to any statute or statutory provision
     shall, unless the context otherwise requires, be construed as a reference
     to such statute or statutory provision (including all instruments, orders
     or regulations made thereunder or deriving validity therefrom) as in force
     at the date of this Agreement and as subsequently re-enacted or
     consolidated.

1.4  Any reference in this Agreement to a time of day shall, save where the
     context otherwise requires, be construed as a reference to London time.

1.5  In construing this Agreement general words introduced by the word "OTHER"
     shall not be given a restrictive meaning by reason of the fact that they
     are preceded by words indicating a particular class of acts, matters or
     things and general words shall not be given a restrictive meaning by reason
     of the fact that they are followed by particular examples intended to be
     embraced by the general words.

1.6  The illegality, invalidity or unenforceability of any provision of this
     Agreement under the law of any jurisdiction shall not affect its legality,
     validity or enforceability under the law of any other jurisdiction nor the
     legality, validity or enforceability of any other provision of this
     Agreement.

1.7  This Agreement supersedes any previous agreement, whether written or oral,
     express or implied, between the Original Borrowers, the Arranger, the
     Agent, the Security Trustee and the Lenders, or any of them, in relation to
     the subject matter of this Agreement.

1.8  The headings in this Agreement are for convenience only and shall not
     affect its meaning and references to a clause, Schedule or paragraph are
     (unless otherwise stated) to a clause of, or schedule to, this Agreement
     and to a paragraph of the relevant Schedule.

1.9  This Agreement may be signed in any number of counterparts, all of which
     taken together shall constitute one and the same instrument. Any party may
     enter into this Agreement by signing any such counterpart.

1.10 Save where the context otherwise requires, the plural of any term includes
     the singular and vice versa.

1.11 Except as provided in clause 27.13, the terms of this Agreement may only be
     enforced by a party to it and the operation of the Contracts (Rights of
     Third Parties) Act 1999 is excluded. Notwithstanding such clause, the
     parties to this Agreement do not require the consent of any third party to
     rescind or vary this Agreement or any Finance Document at any time.


                                       36
<PAGE>
1.12 Nothing in this Agreement or envisaged hereby shall operate, whether
     directly or indirectly, to constitute a partnership between any Obligor and
     any of the Beneficiaries.

1.13 The liabilities and obligations of the Obligors under the Finance Documents
     to which each of them is expressed to be a party are and shall be construed
     as being, joint and several.

2    THE REVOLVING FACILITY

2.1  THE REVOLVING FACILITY

     Subject to the terms and conditions of this Agreement, the Lenders shall
     make available to the Borrowers a revolving credit facility (the "REVOLVING
     FACILITY") of up to L75,000,000. The Revolving Facility (as described
     in clause 6) shall consist of Revolving Loans (to be denominated in
     sterling and/or, if agreed between the relevant Borrower and the Agent,
     dollars, euro or one or more other Foreign Currencies) to be made by the
     Lenders and, if specifically agreed by the Agent (on the instructions of
     the Issuer), Letters of Credit and/or Guarantees to be issued by the Issuer
     (subject to reimbursement by the relevant Borrower and each of the Lenders
     on the terms set out in this Agreement) and Swingline Loans (to be
     denominated in sterling and/or dollars, euros or such one or more other
     Foreign Currencies as may be agreed between the relevant Borrower and the
     Swingline Lender), to be made by the Swingline Lender (subject to
     reimbursement by the Lenders on the terms set out in this Agreement) in a
     maximum aggregate principal Original Sterling Amount not exceeding the
     Revolving Facility Amount.

2.2  PURPOSE

     The Revolving Facility is to be applied to meet each Borrower's general
     working capital purposes and each Borrower shall apply all amounts raised
     by it under this Agreement accordingly provided that none of the Agent, the
     Security Trustee or any of the Lenders shall be obliged to concern itself
     with the application of amounts raised by any Borrower under this
     Agreement.

2.3  OBLIGATIONS SEVERAL

     The obligations of each Lender under this Agreement are several. The
     failure by any Lender to perform its obligations under this Agreement shall
     not affect the obligations of any Obligor towards any other party to this
     Agreement nor shall any such other party be liable for the failure by such
     Lender to perform its obligations.

2.4  RIGHTS SEVERAL

     The rights of each Lender are several. The amount at any time owing by any
     Borrower to any party under this Agreement shall be a separate and
     independent debt from the amount owing to any other party.


                                       37
<PAGE>
2.5  FINANCIAL ASSISTANCE

     None of the proceeds of any Utilisation of the Revolving Facility under
     this Agreement may be used in any way which infringes section 151 Companies
     Act 1985 or any similar or other statutory obligation whether in the United
     Kingdom or elsewhere unless the provisions of sections 155 to 158 thereof
     are actually complied with.

2.6  CONTINUING OBLIGATIONS

     The obligations of any party under or in respect of clauses 10, 11, 18, 19,
     20.7, 24 and 26.9 shall continue even after the date (the "DISCHARGE DATE")
     upon which the Total Commitments have been cancelled or otherwise reduced
     to zero and the Outstandings of all the Lenders have been permanently
     repaid or prepaid, to the extent of and in respect of any cost, expense,
     loss, liability or claim indemnifiable under any such clause and suffered
     or incurred by any Beneficiary on or prior to the Discharge Date.

3    ADDITIONAL BORROWERS AND UNSECURED GUARANTORS

3.1  REQUEST OR REQUIREMENT

     Ideal may request that any Group Company shall become an Additional
     Borrower or, as applicable, the Agent may require that any Group Company
     shall become an Unsecured Guarantor by giving to the Agent or, as
     applicable, to Ideal not less than 10 business days' notice. For the
     avoidance of doubt, any Additional Borrower shall, unless the Agent
     otherwise agrees, automatically be required also to become a Charging
     Company pursuant to clause 4, without the need for the Agent to serve a
     further notice in accordance with clause 4.

3.2  ACCESSION

     The Group Company in respect of which the request or, as the case may be,
     requirement is made pursuant to clause 3.1 shall become an Additional
     Borrower or, as applicable, an Unsecured Guarantor:

     3.2.1 if the Lenders approve or, as applicable, require the addition of
          that Group Company as an Additional Borrower or, as applicable, as an
          Unsecured Guarantor;

     3.2.2 upon Ideal delivering to the Agent a duly completed and executed
          Accession Notice;

     3.2.3 in the case of a request to appoint an Additional Borrower, if no
          Default has occurred or is likely to occur as a result of that Group
          Company becoming an Additional Borrower;


                                       38
<PAGE>
     3.2.4 if the Agent has received all of the documents and other evidence
          specified in Schedule 9 in relation to that Group Company and each is
          in form and substance satisfactory to the Agent.

     For the avoidance of doubt, no Accounts or Inventory of any Group Company
     which is to become an Additional Borrower shall be considered as Eligible
     Accounts or Eligible Inventory, unless the Agent has completed a field
     examination and such other due diligence as the Agent may require and such
     Accounts and Inventory satisfy the applicable conditions set forth in this
     Agreement.

3.3  TIMING

     The Agent shall notify Ideal and the Lenders promptly upon being satisfied
     that it has received all of the documents and other evidence specified in
     Schedule 9 in relation to the relevant Group Company and that each is in
     form and substance satisfactory to it, whereupon subject always to clauses
     3.2.1, 3.2.2 and, in the case of a proposed Additional Borrower, clause
     3.2.3, the relevant Group Company shall become an Additional Borrower or,
     as applicable, an Unsecured Guarantor.

3.4  IDEAL AS AGENT

     Each Borrower and each Unsecured Guarantor shall be deemed to appoint Ideal
     as its agent for the purposes of the Finance Documents by its execution of
     an Accession Notice. The Agent may rely on a document signed by Ideal as if
     it had been signed by any other Borrower or any Unsecured Guarantor. Ideal
     may give a good receipt for any sum payable by any Finance Party to any
     other Borrower or an Unsecured Guarantor. Any communication delivered to
     Ideal shall be deemed to have been delivered to each of the Borrowers and
     each Unsecured Guarantor. Any communication made by Ideal to the Agent or
     any other Finance Party shall, to the extent permissible by law, be deemed
     to have been made with the consent of each other Borrower and each
     Unsecured Guarantor.

3.5  REPETITION OF REPRESENTATIONS

     Delivery of an Accession Notice constitutes confirmation by the relevant
     Additional Borrower or, as applicable, Unsecured Guarantor that the
     representations and warranties set out in clause 14.1 which are required to
     be repeated pursuant to clause 14.3 are true and correct in all material
     respects in relation to it as at the date of delivery as if made by
     reference to the facts and circumstances then existing.

3.6  INVOICE DISCOUNTING AGREEMENTS

     By executing an Accession Notice an Additional Borrower shall accede to,
     and be bound by, the IDF Guarantee as if it had been named in clause 7
     (Guarantee) of the Third Supplemental Agreement as a Borrower.


                                       39
<PAGE>
4    ADDITIONAL CHARGING COMPANIES

4.1  REQUIREMENT

     The Agent (acting on the instructions of the Lenders) may require that any
     Group Company becomes a Charging Company by giving to Ideal not less than
     10 business days' notice, provided that any Group Company which has acceded
     to this Agreement as an Additional Borrower shall, unless the Agent
     otherwise agrees, automatically be required to become a Charging Company
     without the need for the Agent to serve a notice under this clause 4.

4.2  ACCESSION

     The Group Company in respect of which the requirement is made (or, in the
     case of an acceding Additional Borrower, is deemed to have been made)
     pursuant to clause 4.1 shall become a Charging Company:

     4.2.1 (other than in the case of a Group Company acceding to this Agreement
          as an Additional Borrower (in which case, accession as a Charging
          Company shall, unless the Agent otherwise agrees, be automatic)), if
          the Lenders require the addition of that Group Company as a Charging
          Company;

     4.2.2 upon Ideal delivering to the Agent a duly completed and executed
          Supplemental Deed or such other security document as the Agent may
          require in form and substance satisfactory to the Agent;

     4.2.3 if no Default has occurred or is likely to occur as a result of that
          Group Company becoming a Charging Company; and

     4.2.4 if the Agent has received all of the following documents and other
          evidence in relation to that Group Company specified in Schedule 9
          (which shall be required to be delivered within 60 days of receipt (or
          deemed receipt) of notice under clause 4.1) and each is in form and
          substance satisfactory to the Agent.

4.3  TIMING

     The Agent shall notify Ideal and the Lenders promptly upon being satisfied
     that it has received all of the documents and other evidence specified in
     Schedule 9 in relation to the relevant Group Company and that each is in
     form and substance satisfactory to it, whereupon subject always to clauses
     4.2.1 to 4.2.3 (inclusive) the relevant Group Company shall become a
     Charging Company.

4.4  IDEAL AS AGENT

     Each Charging Company shall be deemed to appoint Ideal as its agent for the
     purposes of the Finance Documents by its execution of a Supplemental Deed.
     The Agent may rely on a document signed by Ideal as if it had been signed
     by


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<PAGE>
     each other Charging Company. Ideal may give a good receipt for any sum
     payable by any Beneficiary to each other Charging Company. Any
     communication delivered to Ideal shall be deemed to have been delivered to
     each of the Charging Companies. Any communication made by Ideal to the
     Agent shall, to the extent permissible by law, be deemed to have been made
     with the consent of each other Charging Company.

4.5  REPETITION OF REPRESENTATIONS

     Delivery of a Supplemental Deed constitutes confirmation by the relevant
     Charging Company that the representations and warranties set out in clause
     14.1 which are required to be repeated pursuant to clause 14.3 are true and
     correct in all material respects in relation to it as at the date of
     delivery as if made by reference to the facts and circumstances then
     existing.

5    CONDITIONS PRECEDENT

     The Lenders shall be under no obligation to make the Revolving Facility
     available under this Agreement unless the Agent has received, or the
     Lenders are satisfied that the Agent will receive at the same time as or
     immediately prior to the making available of the Revolving Facility, in
     form and substance satisfactory to it, all of the documents and evidence
     referred to in Schedule 2 (save to the extent that the Agent may at any
     time waive such receipt).

6    UTILISATION OF THE REVOLVING FACILITY

6.1  GENERAL CONDITIONS OF UTILISATION

     The Lenders shall not be obliged to make the Revolving Facility available
     and no Utilisation Notice in respect of the Revolving Facility shall become
     effective unless the provisions with respect to Excess Availability
     outlined at clause 16.2.14 are complied with;

     and either:

     6.1.1 no Default has occurred and is continuing or would occur if the
          Revolving Facility was made available and the representations set out
          in clauses 14.1 and 14.2 to be repeated on and as of the proposed date
          for the making available of the Revolving Facility are true and
          correct in all material respects on and as of such date; or

     6.1.2 the Lenders have agreed (notwithstanding any such matter) to make the
          Revolving Facility available and no notice of termination of this
          Agreement has been given by Ideal as referred to in clause 29.

6.2  REVOLVING LOANS

     Subject to the terms of this Agreement, a Revolving Loan will be made by
     the Lenders to a Borrower on its request if:


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<PAGE>
     6.2.1 not later than 11.00 am on the business day immediately prior to the
          day which is the proposed date for the making of such Revolving Loan
          (or three business days in the case of any Revolving Loan to be
          denominated in a Foreign Currency), or such lesser period as the Agent
          may agree prior to the proposed date for the making of such Revolving
          Loan, the Agent has received from the relevant Borrower a Utilisation
          Notice in respect of such Revolving Loan;

     6.2.2 the proposed date for the making of such Revolving Loan is a business
          day during the Commitment Period;

     6.2.3 the Original Sterling Amount of the proposed amount of such Revolving
          Loan is a minimum amount of L3,000,000 and an integral multiple
          of L1,000,000 (or, where the Revolving Loan is to be made
          pursuant to clause 6.8.3, an amount equal to the Original Sterling
          Amount of the aggregate principal amount of the Swingline Loans then
          outstanding) which is less than or equal to the lesser of the amount
          of the Available Facility and the Available Revolving Facility Amount;
          and

     6.2.4 the proposed Interest Period in respect of such Revolving Loan is a
          period of one, two or three months (or such other period as the Agent
          may agree) ending on or before the Termination Date.

6.3  SWINGLINE LOANS

     Subject to the terms of this Agreement, a Swingline Loan (which may be
     denominated in sterling, dollars, euro or such other Foreign Currency as
     the Swingline Lender may agree) will be made by the Swingline Lender to a
     Borrower on its request if:

     6.3.1 not later than 11.00 am on the day which is the proposed date for the
          making of such Swingline Loan, the Agent has received from the
          relevant Borrower a Utilisation Notice in respect of such Swingline
          Loan;

     6.3.2 the proposed date for the making of such Swingline Loan is a business
          day during the Commitment Period.

6.4  LETTERS OF CREDIT AND GUARANTEES

     Subject to the terms of this Agreement, if the Agent agrees with a Borrower
     (acting on the instructions of the Issuer), the Issuer shall, at that
     Borrower's request (contained in a Utilisation Notice) issue one or more
     documentary letters of credit (each a "LETTER OF CREDIT") or Guarantees
     (each a "GUARANTEE"), in each case denominated in sterling or any Foreign
     Currency as the Issuer may agree, for that Borrower's account. The Issuer
     will not issue any Letter of Credit or Guarantee:


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<PAGE>
     6.4.1 if the Original Sterling Amount of the maximum face amount of the
          requested Letter of Credit or of the maximum contingent liability
          under the requested Guarantee, in each case plus all commissions, fees
          and charges due from the relevant Borrower in connection with its
          issue, would cause its Available Commitment or the Available Revolving
          Facility Amount to be exceeded at such time;

     6.4.2 if the expiry date of the Letter of Credit or Guarantee would be
          later than 30 days prior to the Termination Date or a date falling
          more than 12 months from its date of issue;

     6.4.3 if the Original Sterling Amount of the maximum face amount of the
          requested Letter of Credit or of the maximum contingent liability
          under the requested Guarantee, when aggregated with the Original
          Sterling Amount of the maximum face value of all Letters of Credit and
          of the maximum contingent liability under all Guarantees, in each case
          then in issue, would exceed L5,000,000,

     unless the Issuer has specifically agreed with that Borrower that it is
     prepared to do so.

6.5  UTILISATION NOTICES

     6.5.1 Subject to the terms of this Agreement, each Utilisation Notice shall
          be irrevocable and shall oblige the relevant Borrower to borrow the
          amount so requested or, as the case may be, to give effect to the
          Utilisation so requested on the date specified in such Utilisation
          Notice upon the terms and subject to the conditions set out in this
          Agreement.

     6.5.2 The first Utilisation Notice delivered hereunder shall include a
          request to draw down as part of the relevant Revolving Loan an amount
          equal to the amount of any fees then due and payable to the Arranger,
          the Agent and the Lenders and to such other valuers and professional
          advisers as shall have been agreed with the Agent and the Lenders as
          being payable therefrom and an authorisation and direction to the
          Agent to appropriate for such purpose the proceeds of so much of the
          relevant Revolving Loan as is required to satisfy the payment in full
          of such fees.

6.6  TERMINATION OF COMMITMENTS

     If it has not already been cancelled or otherwise reduced to zero prior to
     such time the Commitment of each of the Lenders shall be reduced to zero at
     close of business in London on the last day of the Commitment Period.

6.7  SPECIAL PROVISIONS RELATING TO REVOLVING LOANS

     The Agent, in its discretion, may elect to allow the limits of the
     Available Revolving Facility Amount to be exceeded on one or more
     occasions, provided


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<PAGE>
     that the Agent may never exceed the Maximum Revolving Credit Line. If the
     Agent does exceed the limits of the Available Revolving Facility Amount, it
     may not do so by an amount which exceeds five (5) per cent. of the amount
     of the Maximum Revolving Credit Line and if it does exceed the limits of
     the Available Revolving Facility Amount on any occasion, the Agent shall
     not be deemed thereby to have changed such limits or to be obliged to
     exceed such limits on any other occasion.

6.8  SPECIAL PROVISIONS RELATING TO SWINGLINE LOANS

     6.8.1 NOTIFICATION: The Swingline Lender shall notify the Agent and the
          Lenders at the end of each week of the net amount of Swingline Loans
          then outstanding.

     6.8.2 REPAYMENT OF SWINGLINE LOANS: The principal amount of the Swingline
          Loans denominated in any currency shall be repaid on a daily basis by
          the transfer of the full credit balance on each Receivables Account to
          any loan account denominated in that currency maintained by each
          Borrower with the Agent as contemplated in clause 20.8 or otherwise on
          demand by the Swingline Lender, any such credit balance denominated in
          any particular currency to be applied first to the unpaid principal
          amount of Swingline Loans denominated in the same currency and
          thereafter in or towards repayment of the unpaid principal amount of
          any Swingline Loans denominated in any other currency, the manner and
          extent of such application to be at the Agent's discretion.

     6.8.3 REFUNDING OF SWINGLINE LOANS BY THE LENDERS: The Agent will not less
          than weekly and may, at any time in its sole and absolute discretion
          or upon request of the Swingline Lender, on behalf of the Borrowers
          (each of which hereby irrevocably directs the Agent to act on its
          behalf in this respect), give notice to the Lenders (including the
          Swingline Lender) requiring that they make a Reference Rate Revolving
          Loan to the relevant Borrower in an amount equal to the aggregate
          principal amount of the Swingline Loans then outstanding together with
          all interest accrued thereon but unpaid. Interest on any such
          Reference Rate Revolving Loan shall be calculated and payable in
          accordance with the provisions of clause 7.2.2.

     6.8.4 APPLICATION OF REFERENCE RATE REVOLVING LOANS: Regardless of whether
          the conditions in this Agreement for the making of Revolving Loans are
          then satisfied, each Lender shall make its share of any Reference Rate
          Revolving Loan referred to in clause 6.8.3 available to the Agent for
          the benefit of the Swingline Lender on the date notice of the
          requirement for any such Reference Rate Revolving Loan is given to the
          Lenders.

6.9  SPECIAL CONDITIONS FOR ISSUE OF LETTERS OF CREDIT AND GUARANTEES

     In addition to being subject to the satisfaction of the applicable
     conditions precedent referred to in clause 5, the obligation of the Issuer
     to issue any Letter of Credit or Guarantee is subject to the following
     conditions having been satisfied in a manner satisfactory to the Agent:


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<PAGE>
     6.9.1 the relevant Borrower shall have delivered to the Agent, at such
          times and in such manner as the Agent may prescribe, an application in
          form and substance satisfactory to the Agent for the issue of the
          Letter of Credit or Guarantee and such other documents as may be
          required pursuant to the terms thereof;

     6.9.2 the form and terms of the proposed Letter of Credit or Guarantee
          shall be satisfactory to the Agent and the Issuer; and

     6.9.3 as of the date of issue, no order of any court, arbitrator or public
          authority shall purport by its terms to prohibit or restrain the
          Issuer or banks generally from issuing letters of credit or guarantees
          of the type and in the amount of the proposed Letter of Credit or
          Guarantee (as the case may be), and no law, rule or regulation
          applicable to the Issuer or banks generally and no request or
          directive (whether or not having the force of law) from any central
          bank or public authority with jurisdiction over the Issuer or banks
          generally shall prohibit, or request that the Issuer refrain from, the
          issue of letters of credit or guarantees generally or the issue of
          such Letter of Credit or Guarantee.

6.10 GENERAL CONDITIONS FOR ISSUE OF LETTERS OF CREDIT AND GUARANTEES

     6.10.1 REQUESTS FOR ISSUE OF LETTERS OF CREDIT OR GUARANTEES: A Borrower
          shall give to the Agent four business days' prior written notice of
          that Borrower's request for the issue of any Letter of Credit or
          Guarantee. In the case of a Guarantee, such notice shall specify the
          maximum contingent liability to be guaranteed, the beneficiary in
          whose favour the Guarantee is to be issued, the effective date of
          issue of such Guarantee (which shall be a business day), details of
          the obligation in respect of which the contingent liability might
          arise and the date on which such obligation is due to mature or
          expire. In the case of a Letter of Credit, such notice shall specify
          the original face amount and currency denomination of the Letter of
          Credit requested, the effective date of issue of such Letter of Credit
          (which shall be a business day), whether such Letter of Credit may be
          drawn in a single or partial draws, the date on which such Letter of
          Credit is to expire and the beneficiary of such Letter of Credit.

     6.10.2 NO EXTENSIONS OR AMENDMENT: The Issuer shall not be obliged to
          extend or amend or cause to be extended or amended any Letter of
          Credit or Guarantee it has issued.

     6.10.3 EVENTS OF DEFAULT: The Issuer need not, before issuing a Letter of
          Credit or Guarantee, make any enquiry or otherwise concern itself as
          to whether any event has occurred which, under the terms hereof, would
          relieve the Issuer from its obligations to issue that Letter of Credit
          or Guarantee and accordingly none of the Borrowers nor any of the
          Lenders shall have any right to resist any claim under clause 6.12 nor
          otherwise on the ground that any such event had occurred before the
          issue of the Letter of Credit or Guarantee, provided that, before
          issuing a


                                       45
<PAGE>
     Letter of Credit or Guarantee, the Issuer shall inform each of the Lenders
     of any Event of Default of which it has actual notice.

6.11 COMPENSATION FOR LETTERS OF CREDIT AND GUARANTEES

     Each Borrower agrees to pay to the Agent for the account of the Issuer with
     respect to each Letter of Credit or Guarantee, the Letter of Credit and
     Guarantee Fee and such other reasonable fees and other charges as are
     charged by the Issuer for letters of credit or guarantees issued by it
     including, without limitation its standard fees for issuing, administering,
     amending, renewing, paying and cancelling letters of credit and guarantees
     and all other fees associated with issuing or servicing letters of credit,
     as and when assessed, all as specified in clause 22.5.

6.12 PAYMENTS PURSUANT TO LETTERS OF CREDIT AND GUARANTEES

     6.12.1 DEMANDS UNDER A LETTER OF CREDIT OR GUARANTEE: If a demand for
          payment is made under a Letter of Credit or Guarantee on the Issuer,
          the Issuer shall promptly notify the Agent of such demand and pay the
          sum demanded in accordance with the terms of the relevant Letter of
          Credit or Guarantee, whereupon:

          (a)  the Agent shall not later than four hours after receipt of such
               demand, if such demand is made prior to 1.00 pm (London time) on
               any business day, or otherwise by 10.00 am (London time) on the
               next succeeding business day, notify each Lender of the amount of
               such demand and such Lender's proportion thereof which such
               Lender shall be obliged to pay; and

          (b)  each Lender shall on the date of such notification make its share
               of the amount demanded available to the Agent for the benefit of
               the Issuer in immediately available funds.

          If any Lender is unable to make its share of such amount available on
          such date, it shall nevertheless do so as soon as possible thereafter
          and in any event by no later than two business days after the date
          notice of such requirement was given to it by the Agent, together with
          interest thereon from the date of such notice to the date of payment
          at the rate specified by the Agent as representing the Issuer's cost
          of funds.

     6.12.2 INDEMNITY: Each Borrower agrees to indemnify and hold harmless the
          Issuer in sterling or sterling equivalent from and against all claims,
          demands, liabilities, damages, losses, costs, charges and expenses
          (including reasonable legal fees) which the Issuer may incur or
          sustain as a consequence of the issue of any Letter of Credit or
          Guarantee or the performance of its obligations thereunder (save where
          the same are caused by the Issuer's gross negligence or wilful
          misconduct). This is a continuing indemnity, extends to the ultimate
          balance of each Borrower's obligations and liabilities under clause 6
          and shall continue in force


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<PAGE>
          notwithstanding any intermediate payment in whole or in part of those
          obligations or liabilities.

     6.12.3 PAYMENT OF LETTER OF CREDIT OR GUARANTEE OBLIGATIONS: Without
          limiting or affecting any of the provisions of this clause 6.12, each
          Borrower agrees to reimburse the Agent and each Lender for any draw
          under any Letter of Credit or Guarantee immediately upon demand, and
          to pay the Agent the amount of all other obligations and other amounts
          payable to it under or in connection with any Letter of Credit or
          Guarantee immediately when due, irrespective of any claim, set-off,
          defence or other right which that Borrower may have at any time
          against the Agent, the Lenders, the Issuer or any other person.

     6.12.4 REFERENCE RATE REVOLVING LOANS TO SATISFY REIMBURSEMENT OBLIGATIONS:
          If the Issuer honours a draw under any Letter of Credit or makes a
          payment under a Guarantee and the relevant Borrower shall not have
          repaid such amount to the Agent pursuant to clause 6.12.3, the
          honouring of such draw or the making of such payment by the Issuer
          shall of itself cause there to arise a Reference Rate Revolving Loan
          by the Lenders of the amount of such draw or payment which Reference
          Rate Revolving Loan that Borrower shall be obliged to repay
          immediately. In the event of non-payment of such Reference Rate
          Revolving Loan, interest thereon shall be calculated by reference to
          successive periods of such duration as the Agent may select at a rate
          per annum which is the sum of (i) two per cent (2%) (ii) the
          Applicable Margin and (iii) the Reference Rate and shall be paid by
          the relevant Borrower at the end of the period by reference to which
          it is calculated or on such other date as the Agent may specify by
          written notice to that Borrower. If not paid on the due date, the
          interest shall be added to and form part of the Reference Rate
          Revolving Loan on which interest shall accrue and be payable in
          accordance with the provisions of this clause 6.12.4.

6.13 LETTERS OF CREDIT AND GUARANTEES - ASSUMPTION OF RISK

     6.13.1 AUTHORISATIONS: Each of the Borrowers and the Lenders
          unconditionally and irrevocably:

          (a)  authorise and direct the Issuer to pay any request or demand for
               payment under and in accordance with any Letter of Credit or
               Guarantee issued by it without requiring proof of the relevant
               Borrower's agreement that any amount so demanded or paid is or
               was due and notwithstanding that the relevant Borrower may
               dispute the validity of any such request, demand or payment;

          (b)  confirms that the Issuer deals in documents only and shall not be
               concerned with the legality of any claim under any Letter of
               Credit or Guarantee or any other underlying transaction or any
               set-off, counterclaim or defence as between the relevant Borrower
               and any beneficiary of any Letter of Credit or Guarantee; and


                                       47
<PAGE>
          (c)  agrees that the Issuer need not have any regard to the
               sufficiency, accuracy or genuineness of any such request or
               demand or any certificate or statement in connection therewith or
               any incapacity of or limitation upon the powers of any person
               signing or issuing any such request, demand, certificate or
               statement which appears on its face to be in order and agrees
               that the Issuer shall not be obliged to enquire as to any such
               matters and may assume that any such request, demand, certificate
               or statement which appears on its face to be in order is correct
               and properly made.

     6.13.2 RIGHTS OF CONTRIBUTION AND SUBROGATION: Until all amounts which are
          or may become payable by the Obligors under or in connection with the
          Finance Documents have been irrevocably paid in full and the Agent,
          the Issuer, the Swingline Lender and/or the Lenders are under no
          liability hereunder, whether actual or contingent, no Borrower shall,
          by virtue of any payment made by it under or in connection with or
          referable to this clause 6 or otherwise be subrogated to any rights,
          security or monies held or received by the Agent, the Lenders and/or
          the Security Trustee or be entitled at any time to exercise, claim or
          have the benefit of any right of contribution or subrogation or
          similar right against any of them and each Borrower irrevocably waives
          all rights of contribution or similar rights against each of them.

     6.13.3 WAIVER OF DEFENCES: Each Borrower's obligations under this clause 6
          shall not be affected by any act, omission, matter or thing which, but
          for this provision, might reduce, release or prejudice any of its
          obligations hereunder in whole or in part, including without
          limitation and whether or not known to it:

          (a)  any time or waiver granted to or composition with any beneficiary
               or any other person;

          (b)  any taking, variation, compromise, exchange, renewal or release
               of, or refusal or neglect to perfect, take up or enforce, any
               rights, remedies or securities available to the Issuer or other
               person or arising under any Letter of Credit or Guarantee; or

          (c)  any unenforceability, illegality or invalidity of any Letter of
               Credit or Guarantee to the intent that each Borrower's
               obligations under this clause 6 shall remain in full force and be
               construed as if there were no such effect.

6.14 SUPPORTING LETTER OF CREDIT; CASH COLLATERAL

     If, notwithstanding the provisions of this clause 6 and clause 29 any
     Letter of Credit or Guarantee is outstanding upon the termination of this
     Agreement, then upon such termination each Borrower shall deposit with the
     Security Trustee, at its discretion, with respect to each Letter of Credit
     or Guarantee then outstanding, in its favour and at its request either:


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<PAGE>
     6.14.1 a standby letter of credit (a "SUPPORTING LETTER OF CREDIT") in form
          and substance satisfactory to the Agent and the Security Trustee,
          issued by an issuer satisfactory to the Lenders in an amount equal to
          the greatest amount for which such Letter of Credit may be drawn (or,
          as the case may be, the maximum contingent liability under such Letter
          of Credit or Guarantee) together with all fees, expenses and charges
          in respect thereof (together the "MAXIMUM LIABILITY") under which
          Supporting Letter of Credit the Security Trustee is entitled to draw
          amounts necessary to reimburse the Issuer (through the Agent) for
          payments made by the Issuer under such Letter of Credit or Guarantee;
          or

     6.14.2 cash in an amount equal to such maximum liability.

     Such Supporting Letter of Credit or deposit of cash shall be held by the
     Security Trustee as security for, and to provide for the payment of, the
     aggregate face amount of all Letters of Credit or, as the case may be, the
     aggregate maximum contingent liability under all Guarantees, remaining
     outstanding.

6.15 AGENT LOANS

     6.15.1 AUTHORISATION: Subject to the provisions of this clause 6.15, the
          Agent is hereby authorised by each Borrower and the Lenders, from time
          to time in the Agent's reasonable discretion, after the occurrence of
          a Default or an Event of Default which is continuing unremedied or
          unwaived or at any time that any of the other conditions to the making
          available of any Loans hereunder have not been satisfied (and provided
          in any such case that it is impractical to contact the Lenders), to
          make Reference Rate Revolving Loans (but in any event not to exceed
          the Available Facility) to a Borrower on behalf of the Lenders which
          the Agent, in its reasonable business judgement, deems necessary or
          desirable (i) to preserve or protect any Collateral, (ii) to enhance
          the likelihood of, or maximise the amount of, repayment of any of the
          Outstandings or (iii) to pay any other amount chargeable to that
          Borrower pursuant to the terms of this Agreement, including without
          limitation any costs, fees and expenses (any such Reference Rate
          Revolving Loan described in this clause 6.15 being an "AGENT LOAN").

     6.15.2 REVOCATION OF AUTHORISATION: The Lenders may at any time revoke the
          Agent's authorisation contained in clause 6.15.1 to make Agent Loans,
          any such revocation to be in writing and to become effective only upon
          the Agent's actual receipt thereof.

     6.15.3 REPAYMENT: Agent Loans shall constitute Reference Rate Revolving
          Loans under this Agreement repayable by the relevant Borrower on
          demand and shall bear interest at the rate per annum applicable to
          Reference Rate Revolving Loans plus 2%. The Agent shall notify each
          Lender in writing of each Agent Loan that it makes.


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<PAGE>
     6.15.4 SETTLEMENT: It is agreed that each Lender shall participate in each
          such Reference Rate Revolving Loan constituted by an Agent Loan in an
          amount equal to its Participating Proportion of the amount of such
          Reference Rate Revolving Loan. Notwithstanding such agreement, the
          Agent and the Lenders agree (which agreement shall not be for the
          benefit of or enforceable by the Borrowers) that in order to
          facilitate the administration of this Agreement settlement of Agent
          Loans shall take place on a periodic basis on such date or dates as
          the Agent may specify by written notice to the Lenders. On receipt of
          any such notice, each Lender shall make an amount equal to its
          Participating Proportion of the outstanding principal amount of the
          Agent Loans in respect of which settlement is requested available to
          the Agent in immediately available funds to such account of the Agent
          as the Agent may designate, not later than 2.00 pm on the proposed
          settlement date (which shall be not less than three business days
          following the date of such notice). If any such amount is not made
          available to the Agent by any Lender on such settlement date, such
          Lender shall pay such amount to the Agent on demand together with
          interest thereon from such settlement date to the date of actual
          payment calculated at a rate per annum which is the sum of (i) two per
          cent (2%) (ii) the Applicable Margin and (iii) the Reference Rate.

6.16 PARTICIPATION AND NOTIFICATION

     6.16.1 PARTICIPATION BY LENDERS: Each Lender will participate through its
          Facility Office in each Utilisation hereunder, comprising the making
          of the Revolving Loans, or in any amount to be reimbursed to the
          Swingline Lender or the Issuer following any non-payment by any
          Borrower of any amount due from it in respect of a Swingline Loan or,
          as appropriate, a Letter of Credit or Guarantee, in the proportion
          which its Commitment bears to the Total Commitments immediately prior
          to the making available of that Utilisation or, as the case may be, at
          the time of any such non-payment.

     6.16.2 NOTIFICATION TO LENDERS: The Agent shall, promptly after receipt by
          it of a Utilisation Notice, notify each Lender of the details of such
          notice and of the amount of that Lender's share of the Utilisation to
          be made available to the relevant Borrower.

6.17 AGGREGATE EXPOSURE

     The Aggregate Exposure shall at no time exceed the Maximum Revolving Credit
     Line and if at any time this limit is exceeded as a consequence of currency
     fluctuations, the Borrowers shall provide cash cover in an amount equal to
     such excess.

7    INTEREST AND INTEREST PERIODS

7.1  DATES OF PAYMENT OF INTEREST

     Each Revolving Loan shall bear interest on its unpaid principal amount from
     the date made until paid in cash at a rate determined by reference to the
     Reference


                                       50
<PAGE>
     Rate or to LIBOR, as applicable, and the relevant Borrower shall pay
     accrued interest on each such Revolving Loan (i) in the case of each
     Reference Rate Revolving Loan, on the first day of each month thereafter
     and (ii) in the case of each LIBOR Revolving Loan, on the last day of each
     Interest Period relating to such LIBOR Revolving Loan.

7.2  RATE OF INTEREST

     7.2.1 The rate of interest applicable to a LIBOR Revolving Loan from time
          to time during an Interest Period relating to it shall be the rate per
          annum which is the sum of (i) the Applicable Margin at such time, (ii)
          LIBOR relating to such LIBOR Revolving Loan for such Interest Period
          and (iii) the Mandatory Cost, if any, applicable to that LIBOR
          Revolving Loan.

     7.2.2 The rate of interest applicable to a Swingline Loan and each
          Reference Rate Revolving Loan shall be a fluctuating rate per annum
          which is the sum of the Reference Rate and the Applicable Margin. Each
          change in the Reference Rate shall be reflected in such interest rate
          as of the effective date of such change.

7.3  INTEREST PERIODS - LIBOR REVOLVING LOANS

     Save as otherwise provided in this Agreement, the duration of each Interest
     Period relating to a LIBOR Revolving Loan shall be the period selected by
     the relevant Borrower in the Utilisation Notice relating to that LIBOR
     Revolving Loan.

7.4  MAXIMUM NUMBER OF INTEREST PERIODS

     A Borrower may not select an Interest Period in respect of any LIBOR
     Revolving Loan of such a duration that there shall at any time be more than
     five Interest Periods in existence at the same time.

7.5  CONVERSION AND CONTINUATION OF REVOLVING LOANS

     7.5.1 Ideal (on behalf of the Borrowers) may, upon irrevocable written
          notice to the Agent in accordance with clause 7.5.2:

          (a)  at any time after the Outstandings in respect of Reference
               Revolving Rate Loans are equal to or exceed an amount equal to an
               Original Sterling Amount of L20,000,000 elect, as of any business
               day, in the case of Reference Rate Revolving Loans, to convert
               any such Reference Rate Revolving Loans (or any part thereof) in
               an amount or integral multiple of not less than L1,000,000 into
               LIBOR Revolving Loans;

          (b)  elect, as of the last day of the applicable Interest Period, to
               continue any LIBOR Revolving Loans having Interest Periods
               expiring on such day (or any part thereof) in an amount or
               integral multiple of not less than L1,000,000.


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<PAGE>
     7.5.2 If any Revolving Loans are to be converted into or continued as LIBOR
          Revolving Loans, Ideal shall deliver a notice of conversion or
          continuation (a "NOTICE OF CONVERSION/CONTINUATION") to be received by
          the Agent not later than 11.00 a.m. at least 1 business day (in the
          case of any Revolving Loan denominated in sterling) and at least 3
          business days (in the case of any Revolving Loan denominated in a
          Foreign Currency), in advance of the proposed date of conversion or
          continuation specifying:

          (a)  the proposed date of such conversion or continuation;

          (b)  the aggregate amount of Revolving Loans to be converted or
               continued; and

          (c)  the type of Revolving Loans resulting from the proposed
               conversion or continuation.

     7.5.3 If upon drawdown of any Revolving Loan or upon the expiry of any
          Interest Period applicable to any LIBOR Revolving Loan, Ideal has
          failed to select a new Interest Period to be applicable thereto or if
          any Default or Event of Default then exists, Ideal shall be deemed to
          have elected to convert such LIBOR Revolving Loan into a Reference
          Rate Revolving Loan as of the expiry date of such Interest Period.

     7.5.4 During the existence of a Default or an Event of Default, Ideal may
          not elect to have a Revolving Loan converted into or continued as a
          LIBOR Revolving Loan.

7.6  MARGIN RATCHET

     7.6.1 If EBITDA to Cash Outflow exceeds a ratio of 1.00:1 for the Financial
          Quarter ending 31 December 2003, the Applicable Margin shall, with
          effect from 1st February 2004, be reduced to two and one quarter of
          one per cent (2.25%) per annum. In addition, the Agent and the Lenders
          agree with the Borrowers that the level of the Applicable Margin will
          be reviewed by the Agent on the date upon which the Agent receives all
          of the signed, audited Financial Statements of every member of the
          IHL/BB Group for the Financial Year ended 31 December 2004, required
          to be delivered pursuant to clause 15.1 (such date being, the "REVIEW
          DATE") together with a consolidation, in accordance with Applicable
          GAAP, of such Financial Statements. Each Borrower acknowledges and
          agrees that notwithstanding any extension(s) of the Termination Date
          which may be agreed to pursuant to clause 9.5, the Agent will not
          review the Applicable Margin and the Applicable Margin may not be
          reduced on more than one occasion. The Agent and the Lenders agree
          with Ideal and each other Borrower that, provided that the conditions
          set out in clause 7.6.2 are satisfied on the Review Date, the
          Applicable Margin shall be adjusted in accordance with this clause 7.6
          with effect from the date determined in accordance with clause 7.6.5.

     7.6.2 If on the Review Date, the Agent's review of the financial
          performance of the IHL/BB Group during the immediately preceding
          Financial Year indicates that


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<PAGE>
          actual EBITDA achieved in such Financial Year exceeded the projected
          EBITDA for such Financial Year (as set out in the projections
          delivered to the Agent prior to the Effective Date) by an amount equal
          to or greater than twenty per cent. (20%) of such projected EBITDA,
          then the Applicable Margin shall be reduced by 0.125 per cent per
          annum.

     7.6.3 For the avoidance of doubt, the original or most recently adjusted
          Applicable Margin for the Revolving Facility shall continue to apply
          if the condition set out in clause 7.6.2 is not met.

     7.6.4 Any decrease of the Applicable Margin pursuant to this clause 7.6
          shall be determined by the Agent by reference to the signed, audited
          Financial Statements for the relevant period delivered to the Agent
          under clause 15.1.

     7.6.5 Any adjustment of the Applicable Margin in accordance with clause
          7.6.2 shall take effect in respect of any Reference Rate Revolving
          Loan, LIBOR Revolving Loan or Swingline Loan, with effect from the
          Review Date.

     7.6.6 At any time while a Default has occurred and is continuing, the
          original Applicable Margin for the Revolving Facility shall apply with
          immediate effect, notwithstanding any previous reduction of such
          Applicable Margin made pursuant to this clause 7.6 and no reduction
          shall be instituted while a Default has occurred and is continuing.

8    MARKET DISRUPTION

8.1  CIRCUMSTANCES

     If at or about 11.00 am on the Quotation Date for an Interest Period in
     respect of any LIBOR Revolving Loan the Agent (in consultation with the
     Lenders) determines it is not possible by reason of circumstances affecting
     the London Interbank Market generally (i) to determine LIBOR in accordance
     with its definition, or (ii) for the Lenders to obtain requisite matching
     deposits in the required currency in the London Interbank Market at the
     relevant time to fund their respective shares during such Interest Period,
     or (iii) for the Majority Lenders to obtain such deposits for such period
     at a cost less than or equal to the rate offered to the Agent in accordance
     with the definition of LIBOR, then the Agent shall forthwith notify Ideal
     and the Lenders and notwithstanding the provisions of clause 7, the
     Interest Period in respect of that LIBOR Revolving Loan and the amount of
     interest payable in respect of that LIBOR Revolving Loan during its
     Interest Period shall be determined in accordance with the following
     provisions of this clause 8.

8.2  APPLICABLE INTEREST RATE

     If clause 8.1 applies in relation to a LIBOR Revolving Loan the duration of
     the Interest Period relating to that Loan shall be one month or, if less,
     such that it shall end on the Termination Date and the rate of interest
     applicable to that


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<PAGE>
     LIBOR Revolving Loan during its Interest Period shall be the rate per annum
     which is the sum of (i) the Applicable Margin, (ii) the Mandatory Cost, if
     any, and (iii) the rate determined by the Agent (and notified to Ideal) to
     be that which expresses as a percentage rate per annum the weighted average
     of the cost to each of the Lenders of funding its share of such LIBOR
     Revolving Loan during such Interest Period from whatever sources and in
     whatever manner each such Lender may reasonably select.

8.3  REVIEW OF CIRCUMSTANCES

     So long as any alternative basis for the calculation of interest as
     provided in clause 8.2 is in force the Agent shall from time to time review
     whether or not the circumstances referred to in clause 8.1 still prevail
     with a view to returning to the normal provisions of this Agreement
     relating to the determination of the rates of interest applicable to any
     LIBOR Revolving Loan.

8.4  DISTRIBUTION OF INTEREST

     Interest on a LIBOR Revolving Loan during an Interest Period relating to it
     calculated at the rates specified in clause 8.1 or 8.2 shall be distributed
     by the Agent to the Lenders in proportion to the amounts which represent
     the cost to each Lender of funding its share of such LIBOR Revolving Loan
     during such Interest Period provided that any such interest which is
     attributable to the Applicable Margin shall be distributed by the Agent to
     the Lenders in proportion to their respective shares in such LIBOR
     Revolving Loan.

9    REPAYMENT, PREPAYMENT AND CANCELLATION

9.1  REPAYMENT OF REVOLVING LOANS

     Each Borrower shall repay each LIBOR Revolving Loan made to it, together
     with accrued but unpaid interest thereon, on the last day of the Interest
     Period applicable to that Loan. Each Borrower may repay each Reference Rate
     Revolving Loan and each Swingline Loan made to it, together with accrued
     but unpaid interest thereon, at any time. Each Borrower shall, in any
     event, repay the outstanding principal balance of all Revolving Loans made
     to it, plus all accrued but unpaid interest thereon, upon the termination
     of this Agreement for any reason. In addition, and without limiting the
     generality of each foregoing, each Borrower shall pay to the Agent, on
     demand, the amount by which the Original Sterling Amount of the unpaid
     principal balance of any Revolving Loans and any Swingline Loans when
     aggregated with the Original Sterling Amount of the maximum face amount of
     all Letters of Credit and the maximum contingent liability under all
     Guarantees then in issue (together "CONTINGENCY OUTSTANDINGS") at any time
     exceeds the Available Facility in respect of the Revolving Facility or the
     Available Revolving Facility Amount, the Available Facility and Available
     Revolving Facility Amount being determined for this purpose as if the
     amount of the Revolving Loans, Swingline Loans and


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<PAGE>
     contingency outstandings were zero. Subject to the other terms of this
     Agreement and to availability, Revolving Loans and Swingline Loans may be
     reborrowed.

9.2  CANCELLATION OF TOTAL COMMITMENTS

     Any Borrower may, by giving to the Agent not less than 30 business days'
     prior notice to that effect, permanently cancel the whole (but subject to
     clause 29) or any part (being a minimum amount of L5,000,000 and an
     integral multiple of L1,000,000) of the Total Commitments, provided
     that both on the date of such notice and upon the effective date of
     cancellation, the amount to be so cancelled does not exceed an amount equal
     to the difference between the Maximum Revolving Credit Line and the
     Aggregate Exposure and the Agent has not, pursuant to clause 6.7, permitted
     the limits of the Available Revolving Facility Amount to have been
     exceeded. Any such cancellation shall reduce the Commitment of each Lender
     pro rata. If a Borrower cancels any part (but not the whole) of the Total
     Commitments, Ideal shall (or shall procure that such other Borrower shall)
     pay to the Agent (for the rateable benefit of the Lenders), on or prior to
     the date of such cancellation:

     9.2.1 2% of the amount of the Total Commitments so cancelled, if such
          cancellation is made on or prior to the first Anniversary Date;

     9.2.2 1% of the amount of the Total Commitments so cancelled, if such
          cancellation is made on or prior to the second Anniversary Date; and

     9.2.3 0.5% of the amount of the Total Commitments so cancelled, if such
          cancellation is made at any time after the second Anniversary Date but
          on or before the third Anniversary Date.

9.3  PREPAYMENT AND CANCELLATION OF INDIVIDUAL LENDERS

     If a Borrower becomes obliged to pay an increased amount pursuant to
     clauses 10.1 or 11.1 or any Lender claims indemnification from Ideal under
     clause 10.2 or clause 11.1 and the Agent receives from Ideal at least
     fifteen days' prior notice of the intention of the Borrowers to prepay such
     Lender's Outstandings, such Lender shall, upon receipt by the Agent of such
     notice, cease to be obliged to participate in any further Loans, its
     Commitment shall be permanently cancelled and reduced to zero and each
     Borrower shall on the last day of each of the then current Interest Periods
     or earlier, if the Agent or such Lender so requires, prepay such Lender's
     portion of the Loan to which such Interest Period relates together with any
     applicable break costs payable under clause 19.2 but otherwise without
     premium or penalty.

9.4  NOTICES IRREVOCABLE

     Any notice of cancellation or prepayment given by a Borrower (or Ideal on
     its behalf) pursuant to clause 9.2 or clause 9.3 shall be irrevocable,
     shall specify the date upon which such prepayment is to be made and the
     amount of such


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<PAGE>
     prepayment and shall oblige that Borrower to make such prepayment on such
     date. A Borrower shall not be entitled to reborrow any amount so prepaid.

9.5  EXTENSION OF TERMINATION DATE

     9.5.1 Not earlier than 90 but not later than 60 days prior to the second
          Anniversary Date (and if the Termination Date is extended in
          accordance with this clause 9.5, prior to any subsequent Anniversary
          Date), Ideal may deliver a request to the Agent (which the Agent shall
          promptly forward to the Lenders), requesting that the Lenders shall
          extend the maturity of the Revolving Facility for a further period of
          twelve (12) months from the then applicable Termination Date (as the
          same may be extended from time to time under this clause 9.5).

     9.5.2 The decision whether or not to extend the Termination Date shall be
          in the absolute discretion of the Agent to determine (acting on the
          instructions of all of the Lenders) and shall be based upon such
          factors as the Agent may deem relevant (including, without limitation,
          the business condition (financial or otherwise) of the Group at the
          relevant time and after reviewing such forecasts, projections and
          financial and other information regarding the Borrowers and the Group
          as the Agent may require. The Borrowers acknowledge that the Agent and
          the Lenders shall not be under any obligation to extend the
          Termination Date.

     9.5.3 If extended pursuant to this clause 9.5, references to the
          "TERMINATION DATE" in this Agreement and the other Finance Documents
          shall be construed as a reference to the Termination Date as from time
          to time extended.

10   TAXES

10.1 REQUIREMENT TO GROSS-UP

     All payments to be made by any of the Obligors to any person under this
     Agreement shall be made free and clear of and without deduction for or on
     account of tax unless such Obligor is required by law to make such a
     payment subject to the deduction or withholding of tax, in which case the
     sum payable by such Obligor in respect of which such deduction or
     withholding is required to be made shall be increased to the extent
     necessary to ensure that, after the making of such deduction or withholding
     (including any deduction or withholding applicable to additional sums
     payable under this clause), such person receives and retains (free from any
     liability in respect of any such deduction or withholding) a net sum equal
     to the sum which it would have received and so retained had no such
     deduction or withholding been made or been required to be made.

10.2 INDEMNITY

     Without prejudice to the provisions of clause 10.1, if any person or the
     Agent is required to make any payment on account of tax (other than tax on
     its overall net income) on or calculated by reference to the amount of any
     Loan made or to be made under this Agreement or by reference to any Letter
     of Credit or Guarantee


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<PAGE>
     issued under this Agreement and/or by reference to any sum received or
     receivable under this Agreement by such person or the Agent on its behalf
     (including, without limitation, any sum received or receivable under this
     clause 10) or any liability in respect of any such payment is asserted,
     imposed, levied or assessed against such person or the Agent on its behalf,
     the relevant Obligor shall, upon demand of the Agent, promptly indemnify
     such person against such payment or liability, together with any interest,
     penalties and expenses payable or incurred in connection therewith provided
     that the foregoing shall not apply to the extent that the payment or
     liability (a) is compensated for by an increased payment under clause 10.1
     or (b) would have been so compensated but was not so compensated, solely
     because one of the exclusions in clause 10.6 applied.

10.3 NOTIFICATION

     A Lender intending to make a claim pursuant to clause 10.2 shall notify the
     Agent of the event by reason of which it is entitled to do so whereupon the
     Agent shall notify the relevant Obligor.

10.4 TAX RECEIPTS

     Without prejudice to the provisions of clause 10.1, if any Obligor makes
     any payment under this Agreement in respect of which it is required by law
     to make any deduction or withholding it shall pay the full amount to be
     deducted or withheld to the relevant taxation or other authority within the
     time allowed for such payment under applicable law and shall deliver to the
     Agent (no later than one week after the end of the time allowed for such
     payment under applicable law) an original receipt or other appropriate
     evidence issued by such authority evidencing the payment to such authority
     of all amounts so required to be deducted or withheld from such payment.

10.5 TAX CREDITS

     If any Obligor makes an increased payment under clause 10.1 for the account
     of any person and such person in its sole opinion and based on its own
     interpretation of any relevant laws or regulations (but acting in good
     faith) determines that it has received or been granted a credit against or
     relief or remission for or in respect of any tax paid or payable by it in
     respect of or calculated by reference to the deduction or withholding
     giving rise to such payment, such person shall, to the extent that it
     determines that it can do so without prejudice to the retention of the
     amount of such credit, relief, remission or payment and, to the extent it
     is reasonably identifiable and quantifiable, as soon as practicable pay to
     such Obligor an amount equal to such part or all of such credit, relief,
     remission or repayment as can be made available to such Obligor in such a
     way as to leave such person (after such payment) in no better or worse
     position than it would have been in if such Obligor had not been required
     to make such deduction or withholding. Nothing contained in this clause
     10.5 shall interfere with the right of a person to arrange its tax affairs
     in whatever manner it thinks fit nor oblige any


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<PAGE>
     person to disclose any information relation to its tax affairs or any
     computation in respect thereof.

10.6 LIMITATION ON REQUIREMENT TO GROSS-UP

     10.6.1 If any Lender ceases to be a Qualifying Lender, no Obligor shall be
          liable to pay to such Lender under clause 10.1 any amount in excess of
          the amount it would have been obliged to pay if such Lender had not
          ceased to be a Qualifying Lender provided that this clause 10.6 shall
          not apply and each Obligor shall continue to be obliged to comply with
          its obligations under clause 10 if and to the extent that after the
          date of this Agreement there shall have been any change in, or in the
          interpretation, administration or application of, any relevant law or
          double taxation treaty or any published practice or concession of any
          relevant taxing authority and as a result of such change (i) such
          Lender ceases to be a Qualifying Lender or (ii) such Obligor would be
          required to make a deduction or withholding on account of tax
          irrespective of whether the recipient of the relevant payment was or
          was not a Qualifying Lender.

     10.6.2 No Obligor shall be liable to make a payment to a Lender under
          Clause 10.1 if on the date on which the payment falls due the relevant
          Obligor is able to show that the payment could have been made to such
          Lender without any deduction or withholding had such Lender complied
          with its obligations under clause 10.7.

10.7 DOUBLE TAXATION RELIEF

     If, and to the extent that, the effect of clause 10.1 or 10.2 can be
     mitigated by virtue of the provisions of any applicable double tax treaty
     entered into by the United Kingdom (whether by a claim to repayment of any
     taxes referred to in clause 10.1 or 10.2 or otherwise) each Lender agrees
     to co-operate (to the extent reasonably required) with affected Obligor(s)
     with a view to submitting any forms required for the purpose of ensuring
     the application of such double tax treaty so far as relevant, provided that
     no Lender shall be required pursuant to this clause 10.7 to complete or
     co-operate in completing any form which is not substantially similar to any
     form in use at the date of this Agreement for the purpose of claiming
     exemption or relief from or repayment of taxes envisaged hereunder pursuant
     to a double taxation treaty between the United Kingdom and such Lender's
     jurisdiction of residence and which requires the Lender to undertake
     obligations which, in its reasonable opinion, are more onerous than those
     imposed upon it as at the date of this Agreement.

11   INCREASED COSTS

11.1 INCREASED COSTS AND REDUCTION OF RETURN

     If the Agent or, as the case may be, any Lender, in its sole discretion
     determines that, as a result of (i) the introduction of, or any change in
     any law or in any treaty, directive or regulation (whether or not having
     the force of law but if not having the force of law, only if such treaty,
     directive or regulation is generally


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<PAGE>
     applicable to banks and of the type with which the relevant Lender is
     accustomed to comply) or the interpretation or application thereof, in each
     case after the date hereof, or (ii) compliance with any request from or
     requirement (whether or not having the force of law but if not having the
     force of law, only if such request or requirement is generally applicable
     to banks and of the type with which the relevant Lender is accustomed to
     comply) of any central bank or other fiscal, monetary or other authority
     made or imposed after the date hereof:

     11.1.1 it incurs a cost in assuming or maintaining all or any part of any
          Commitment under this Agreement and/or in making, maintaining or
          funding all or any part of its Outstandings or any unpaid sum and/or
          assuming or maintaining a contingent liability under or pursuant to
          this Agreement (whether under any Letter of Credit or Guarantee or
          otherwise), or that cost is increased; or

     11.1.2 any sum received or receivable by it under this Agreement or the
          effective return to it under this Agreement is reduced; or

     11.1.3 it suffers a reduction in the rate of return on its overall capital
          below that which might reasonably have been anticipated at the date of
          this Agreement and which it would have been able to achieve but for
          having entered into and/or performing its obligations and/or assuming
          or maintaining a commitment or contingent liability under or pursuant
          to this Agreement; or

     11.1.4 it makes any payment or forgoes any interest or other return on or
          calculated by reference to the amount of any sum received or
          receivable by it under or pursuant to this Agreement; or

     11.1.5 it incurs a cost or increased cost, or suffers a reduction in any
          amount payable to it or in the effective return on its capital, or
          forgoes any interest or any other return as a result of the
          introduction of, changeover to or operation of the euro in the United
          Kingdom,

     and in any such case, the same is attributable to its liabilities or
     obligations under this Agreement, then the person concerned shall notify
     the Agent of the relevant event (setting out in reasonable detail the basis
     on which its claim has been computed) promptly upon its becoming aware of
     the same, whereupon the Agent shall notify Ideal and, upon demand of the
     Agent, Ideal shall pay, or shall procure that there is paid, on demand to
     the Agent for the account of the person concerned an amount sufficient to
     indemnify that person against the relevant cost, increased cost, reduction,
     reduction in the rate of return, payment or forgone interest or other
     return or such proportion thereof as is, in the opinion of such person,
     attributable to its obligations under or pursuant to this Agreement.


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11.2 CAPITAL ADEQUACY

     If the Agent, or as the case may be, any Lender, in its sole discretion
     determines that (i) the introduction of, or any change in, any capital
     adequacy regulation or in the interpretation or application thereof, in
     each case after the date hereof, or (ii) compliance by such person or any
     corporation controlling it with any capital adequacy regulation, affects or
     would affect the amount of capital, reserves or special deposits required
     or expected to be maintained by such person or any corporation controlling
     it and (taking into consideration such person's or such corporation's
     policies with respect to capital adequacy) determines that the amount of
     such capital, reserves or special deposits is increased as a consequence of
     its loans, contingent liabilities or obligations under this Agreement then,
     upon demand of the Agent (having been so notified by such person) to Ideal,
     Ideal shall pay, or shall procure that there is paid, to the Agent for the
     account of the person concerned, from time to time as specified by the
     Agent, additional amounts sufficient to compensate such person for such
     increase.

11.3 EXCEPTIONS

     Clauses 11.1 and 11.2 do not apply to any cost, increased cost, reduction,
     reduction in the rate of return, payment or forgone interest or other
     return compensated for by (a) payment of the Mandatory Cost, (b) by the
     operation of clause 10, (c) by a change in the rate of tax on the overall
     net income of the Agent or any Lender or (d) which is attributable to the
     wilful breach by the relevant Lender or any of its Affiliates of any law or
     regulation.

12   ILLEGALITY

12.1 CONSEQUENCES OF ILLEGALITY

     If at any time it is unlawful, or contrary to any directive or request of
     any applicable central bank or other fiscal, monetary or other authority,
     or impossible for a Lender to make, fund or allow to remain outstanding any
     Loan made or to be made under this Agreement or to assume or remain under
     any obligations hereunder in relation to or under any Letter of Credit or
     Guarantee, then the Agent shall, promptly after becoming aware of the same,
     deliver to Ideal a certificate to that effect and:

     12.1.1 such Lender shall not thereafter be obliged to make or participate
          in any Loan under this Agreement or (in the case of the Issuer) issue
          any Letter of Credit or Guarantee and its Commitment shall immediately
          be cancelled and reduced to zero; and

     12.1.2 if the Agent on behalf of such Lender so requires, each Borrower
          shall on the last day of the Interest Period for each such Loan
          occurring after the Agent has notified Ideal or (if earlier) on such
          date as the Agent shall have specified (being no earlier than the last
          day upon which the Lender is legally able to permit such Loans to
          remain


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<PAGE>
          outstanding) repay such Lender's Outstandings together with accrued
          interest thereon (any such repayment to be without premium or penalty
          or the payment of any amount to be calculated in accordance with
          clause 29.2.3) and all other amounts owing to such Lender under this
          Agreement, and, with respect to any Letter of Credit or Guarantee then
          outstanding, deposit with the Security Trustee for the benefit of the
          Issuer a Supporting Letter of Credit or cash, in either such case in
          the same manner as contemplated in clause 6.14.

12.2 MITIGATION OF ADVERSE CIRCUMSTANCES

     If, in respect of any Lender, circumstances arise which would, or would
     upon the giving of notice, result in additional amounts becoming payable
     under clause 10 or clause 11.1 or result in a cancellation of its
     Commitment pursuant to clause 12.1.1 then, without in any way limiting,
     reducing or otherwise qualifying the obligations of any Borrower hereunder
     such Lender will, at the request of Ideal, consider means of mitigating the
     effects of such circumstances provided that such Lender shall be under no
     obligation to take any such action if to do so would or might in its
     opinion have an adverse effect on its business, operations or financial
     condition.

13   GUARANTEE

13.1 GUARANTEE

     Each Unsecured Guarantor, jointly and severally, unconditionally and
     irrevocably guarantees to the Beneficiaries the due and punctual payment,
     performance and discharge by the Obligors of all the monies, obligations
     and liabilities (whether present or future, actual or contingent) on the
     part of the Obligors to be paid, performed or discharged, whether directly
     or indirectly, under or pursuant to the terms of this Agreement and/or in
     connection with the Facility and/or otherwise under the Finance Documents
     (together in this clause 13 the "GUARANTEED OBLIGATIONS"). If and whenever
     any Obligor shall default in the payment, discharge or performance of any
     of the guaranteed obligations, each Unsecured Guarantor shall, upon written
     demand by the Agent, promptly pay, perform or discharge the guaranteed
     obligations in respect of which such default has been made.

13.2 INDEMNITY

     Each Unsecured Guarantor agrees to indemnify and hold harmless the
     Beneficiaries from time to time on demand for and against any loss incurred
     by any of them as a result of any of the guaranteed obligations being or
     becoming void, voidable or unenforceable for any reason whatsoever, whether
     known to such person or persons or not. The amount of such loss shall be
     the amount which the person or persons suffering it would otherwise have
     been entitled to recover from the Obligors.


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13.3 CONTINUING SECURITY

     The obligations of each Unsecured Guarantor under this Agreement are
     continuing obligations and shall remain in force until all of the
     guaranteed obligations have been satisfied in full. The obligations of each
     Unsecured Guarantor under this Agreement shall not be (or be construed so
     as to be) discharged by any intermediate discharge or payment of or on
     account of any of the guaranteed obligations or any settlement of account
     or any other matter (other than the discharge in full of the guaranteed
     obligations).

13.4 PROTECTIVE PROVISIONS

     Neither the obligations of each Unsecured Guarantor nor the rights and
     remedies of the Beneficiaries under this Agreement, any other Finance
     Document or otherwise conferred by law shall be discharged, prejudiced or
     impaired by reason of:

     13.4.1 any variation of any of the guaranteed obligations or of the terms
          of conditions of this Agreement, any other Finance Document or of any
          encumbrance, guarantee or other assurance held or to be held as
          security for the payment, performance or discharge of the guaranteed
          obligations (any such encumbrance, guarantee or other assurance
          together referred to in this clause 13 as "RELATED SECURITY");

     13.4.2 any failure (whether intentional or not) to take, perfect or realise
          (whether in full or in part) any related security now or in the future
          agreed to be taken in respect of any of the guaranteed obligations;

     13.4.3 any incapacity or change in the constitution of any party to this
          Agreement, any other Finance Document or to any related security;

     13.4.4 any of the guaranteed obligations or any obligation of any person
          under any related security being or becoming invalid, illegal, void or
          unenforceable for any reason;

     13.4.5 any time or other indulgence given or agreed to be given to, or any
          composition or other arrangement made with or accepted from, any
          Obligor in respect of any of the guaranteed obligations or any other
          person in respect of any of its obligations under any related
          security;

     13.4.6 any waiver or release of any of the guaranteed obligations or of any
          obligation of any person under any related security or any failure to
          realise, in full or in part, the value of, or any discharge or
          exchange of any related security;

     13.4.7 any Obligor or any other person party to this Agreement, any other
          Finance Document or any related security being wound up, going into
          administration or liquidation or making any composition or


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          arrangement with its creditors (whether or not sanctioned by the court
          and whether or not the Agent has agreed to such compromise or
          arrangement) and so that where, by virtue of any compromise or
          arrangement, any of the guaranteed obligations are transferred to any
          other person, the guarantee and indemnity of each Unsecured Guarantor
          contained in this Agreement shall take effect as if the expression
          "Obligor" included such other person; or

     13.4.8 any other act, event or omission which, but for this provision,
          would or might operate to offer any legal or equitable defence for or
          impair or discharge any of the guaranteed obligations or any
          obligation of any person under any related security or prejudicially
          affect the rights or remedies of the Beneficiaries or any of them
          under this Agreement, any other Finance Document or otherwise
          conferred by law.

13.5 INDEPENDENT OBLIGATIONS

     The obligations of each Unsecured Guarantor under this Agreement are
     additional to, and not in substitution for, any related security and the
     obligations assumed by each Unsecured Guarantor under this Agreement may be
     enforced without first having recourse to any related security and without
     making or filing any claim or proof in a winding-up or dissolution of any
     Obligor or any other person party to this Agreement or any related security
     or first taking any steps or proceedings against any Obligor or any such
     person.

13.6 NON-COMPETITION

     Until all of the guaranteed obligations have been satisfied in full, no
     Unsecured Guarantor shall:

     13.6.1 exercise any right of subrogation, indemnity, set-off or
          counterclaim against any Obligor, any other Unsecured Guarantor or any
          person party to any related security;

     13.6.2 claim payment of any other monies for the time being due to it by
          any Obligor, any other Unsecured Guarantor or any person party to any
          related security by reason of the performance by it of its obligations
          under this Agreement or on any account whatsoever or exercise any
          other right or remedy or enforce any encumbrance, guarantee or other
          assurance which it has in respect thereof;

     13.6.3 claim any contribution from any other Unsecured Guarantor or any
          person party to any related security;

     13.6.4 negotiate, assign, charge or otherwise dispose of any monies,
          obligations or liabilities now or at any future time due or owing to
          it by any Obligor or any other Unsecured Guarantor or any person party
          to


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          any related security or any encumbrance, guarantee or other assurance
          in respect thereof; or

     13.6.5 claim or prove in a winding up or dissolution of any Obligor or any
          other Unsecured Guarantor in competition with the Beneficiaries or any
          of them; and

     13.6.6 if any Unsecured Guarantor receives any sums in contravention of
          this clause 13.6, it shall hold them on trust to be applied promptly
          in or towards the satisfaction of its obligations under this
          Agreement.

13.7 WARRANTY

     Each Unsecured Guarantor warrants that it has not taken, and agrees that
     (without the prior written consent of the Agent acting on the instructions
     of the Majority Lenders) it will not take, from any Obligor, any other
     Unsecured Guarantor or any person party to any related security any
     encumbrance, guarantee or other assurance in respect of or in connection
     with its obligations under this Agreement. If any Unsecured Guarantor takes
     any such encumbrance, guarantee or other assurance in contravention of this
     clause 13.7, it shall hold the same on trust for the Beneficiaries until
     such time as all of the guaranteed obligations have been satisfied in full
     and shall on request promptly deposit the same with and/or charge the same
     to the Agent for and on behalf of itself and such persons in such manner as
     the Agent may require as security for the due performance and discharge by
     the relevant Unsecured Guarantor of the guaranteed obligations

13.8 SUSPENSE ACCOUNT

     If any Obligor or any of the Unsecured Guarantors is wound up, goes into
     liquidation or makes any composition or arrangement with its creditors,
     neither the existence of the guarantee of the relevant Unsecured Guarantor
     contained in this Agreement nor any monies received or recovered by the
     Beneficiaries or any of them under to pursuant to this Agreement shall
     impair the right of such persons to prove in such winding-up, liquidation,
     composition, or arrangement for the total amount due from the Obligor or
     the relevant Unsecured Guarantor. The Agent may at any time and from time
     to time place and, for so long as it thinks fit, keep any monies received
     or recovered under this Agreement in a separate or suspense account, in
     such name as it thinks fit, without any intermediate obligation on its part
     to apply the same in or towards discharge of any part of such total amount,
     provided that if the monies are at any time sufficient to discharge the
     guaranteed obligations in full, they shall promptly be so applied.

13.9 CONDITIONAL DISCHARGE

     Any settlement or discharge between any of the Unsecured Guarantors and the
     Arranger, the Agent, the Lenders or any of them shall be conditional upon
     no security or payment to the Arranger, the Agent and the Lenders or any of
     them by any Obligor or the relevant Unsecured Guarantor or any other person
     being


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     avoided or set aside or ordered to be refunded or reduced by or pursuant to
     any applicable law or regulation and, if such condition is not satisfied,
     the Arranger, the Agent and the Lenders shall each be entitled to recover
     from the relevant Unsecured Guarantor on demand the value of any such
     security or the amount of any such payment as if such settlement or
     discharge had not occurred.

14   REPRESENTATIONS AND WARRANTIES

14.1 GENERAL REPRESENTATIONS AND WARRANTIES

     Each Obligor represents and warrants (in respect of itself and each other
     Obligor) to and for the benefit of each other party to this Agreement that,
     except as disclosed to and accepted by the Agent in writing:

     14.1.1 STATUS: (other than in the case of BMEP) it is a limited liability
          company duly incorporated or a corporation duly organised and validly
          existing under the laws of its jurisdiction of incorporation and BMEP
          is a partnership properly established and validly existing under the
          laws of the Netherlands, in each case having the power and authority
          to own its assets and to conduct the business and operations which it
          conducts or proposes to conduct;

     14.1.2 POWERS AND AUTHORITY: it has full power and authority to enter into
          and perform each of the Relevant Agreements to which it is or will be
          a party and any other document to be entered into by it pursuant
          thereto and has taken all necessary corporate or other action to
          authorise the execution, delivery and performance of each such
          Relevant Agreement and each such other document;

     14.1.3 AUTHORISATIONS: save for any necessary registrations which will be
          made within the applicable registration period, all actions,
          conditions and things required by all applicable laws and regulations
          to be taken, fulfilled, obtained or done in order (i) to enable it
          lawfully to enter into, exercise its rights under and perform and
          comply with its obligations under each of the Relevant Agreements to
          which it is or will be a party and any other document to be entered
          into pursuant thereto (ii) to ensure that those obligations are valid,
          legally binding and enforceable in accordance with their respective
          terms and (iii) to make each of the Relevant Agreements and all such
          other documents admissible in evidence in England and Wales and, if
          different, its jurisdiction of incorporation have been taken,
          fulfilled, obtained or done;

     14.1.4 NON-VIOLATION: the execution by it of and the exercise by it of its
          rights and performance of or compliance with its obligations under
          each of the Relevant Agreements to which it is or will be a party do
          not and will not violate (i) any law or regulation to which it or any
          of its assets is subject or (ii), to an extent or in a manner which
          has or could have a


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          material adverse effect on it, any agreement to which it is a party or
          which is binding on it or its assets or conflict with its
          constitutional documents and in particular will not cause any limit on
          its borrowing or other powers or the exercise of such powers by its
          board of directors to be exceeded;

     14.1.5 OBLIGATIONS BINDING: subject to the Reservations, its obligations
          under each of the Relevant Agreements are legal, valid and binding and
          enforceable in accordance with their respective terms;

     14.1.6 LITIGATION: save as disclosed in writing to and agreed by the Agent
          prior to the date of this Agreement, it is not involved or engaged in
          any litigation, arbitration or administrative proceedings (whether as
          plaintiff or defendant) nor, to the best of its knowledge is any such
          litigation, arbitration or administrative proceedings threatened, nor
          are there any circumstances likely to give rise to any such
          litigation, arbitration or proceedings which in any such case may have
          a material adverse effect on it, any other Obligor or on the Group
          (taken as a whole);

     14.1.7 NO DEFAULT: it is not in breach of or default under any agreement or
          arrangement (including, without limitation, under any Relevant
          Agreement) or any statutory or legal requirement to an extent or in a
          manner which has or could have a material adverse effect on it or on
          any other Obligor and no Event of Default has occurred and is
          continuing;

     14.1.8 EXISTING ENCUMBRANCES: no encumbrance exists over its present or
          future assets except for Permitted Encumbrances;

     14.1.9 FUTURE ENCUMBRANCES: the execution by it of each of the Relevant
          Agreements to which it is or will be a party and the exercise by it of
          its rights and performance of or compliance with its obligations
          thereunder will not result in the existence of or oblige it to create
          any encumbrance over all or any of its present or future assets except
          for Permitted Encumbrances;

     14.1.10 FINANCIAL STATEMENTS:

          (a)  its audited consolidated Financial Statements were prepared in
               accordance with Applicable GAAP and give a true and fair view of
               the financial condition of the Group at the date as of which they
               were prepared and the results of the Group's business and
               operations during the Financial Year then ended and (in the case
               of its Financial Statements) disclose or reserve against all
               liabilities (contingent or otherwise) of each Group Company as at
               that date and all unrealised or anticipated losses


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               from any commitment entered into by each Group Company and which
               existed on that date;

          (b)  the Latest Projections represent its best estimate of the Group's
               future financial performance for the periods referred to in them
               and have been prepared on the basis of the stated assumptions,
               which it believes are fair and reasonable in the light of current
               and reasonably foreseeable business conditions;

          (c)  the Ideal Pro Forma Balance Sheet presents fairly and accurately
               the financial condition of the IHL Group as at such date, and has
               been prepared in accordance with Applicable GAAP;

     14.1.11 CAPITALISATION: the Adjusted Tangible Net Worth is not less than
          L26,936,000, BMEBV's authorised share capital consists of EUR90,000 of
          which 200 shares of EUR100 are validly issued and fully paid and are
          owned beneficially by BMEP and Ideal's authorised share capital
          consists of 5,000,000 ordinary shares of L1 per share and 5,000,000
          preference shares of L1 per share, of which 4,000,500 ordinary shares
          and 1,225,963 preference shares are validly issued and fully paid and
          are beneficially owned by BMEBV, in the case of the ordinary shares,
          and the Parent, in the case of the preference shares;

     14.1.12 INDEBTEDNESS: no Group Company has any indebtedness except for
          Permitted Indebtedness;

     14.1.13 DISTRIBUTIONS: since 1 January 2002 no Distribution has been
          declared, paid, or made upon or in respect of any shares or other
          securities of any Group Company other than in accordance with the
          provisions of clause 16.3.3;

     14.1.14 TITLE TO ASSETS: except for assets which are leased, it is the
          beneficial owner free from all encumbrances (other than Permitted
          Encumbrances) of all its other assets including, without limitation,
          the assets reflected on the most recent Financial Statements delivered
          to the Agent, except as disposed of since the date thereof in the
          ordinary course of trading;

     14.1.15 LABOUR DISPUTES: there is no pending or, to the best of its
          knowledge, threatened strike, work stoppage, material unfair labour
          practice claim, or other material labour dispute against or affecting
          its or its employees;

     14.1.16 ENVIRONMENTAL LAWS: to the best of its knowledge and belief (having
          made all due and reasonable enquiry) it has not breached any
          Environmental Law and no condition exists or act or event has occurred
          which will or might reasonably be expected to give rise to


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          any breach of, or any liability of any kind under, any Environmental
          Law;

     14.1.17 ENVIRONMENTAL AUTHORISATIONS: to the best of its knowledge and
          belief (having made all due and reasonable enquiry) it is in
          possession of all Environmental Authorisations required for the
          conduct of its business or operations (or any part thereof) and it has
          not breached any of the terms or conditions of any such Environmental
          Authorisation;

     14.1.18 NOTICES OF ENVIRONMENTAL BREACHES: (i) it has not received any
          summons, complaint, order or similar written notice that it is not in
          compliance with, or any public authority is investigating its
          compliance with, any Environmental Law or that it is or may be liable
          to any other person as a result of a potential or actual Discharge of
          a Hazardous Substance and (ii) none of its present or past operations
          is the subject of any investigation by any public authority evaluating
          whether any remedial action is needed to respond to a potential or
          actual Discharge of a Hazardous Substance;

     14.1.19 NO DEPOSIT OF HAZARDOUS SUBSTANCES: to the best of its knowledge
          and belief (having made all due and reasonable enquiry) no Hazardous
          Substance has at any time been used, disposed of, generated, stored,
          transported, dumped, released, deposited, buried, discharged or
          emitted at, on, from or under any premises owned, leased, occupied or
          controlled by it;

     14.1.20 LIABILITY FOR ENVIRONMENTAL CLAIMS: it has not entered into any
          negotiations or settlement agreements with any person (including,
          without limitation, any prior owner of its property) imposing material
          obligations or liabilities on it with respect to any remedial action
          in response to the potential or actual Discharge of a Hazardous
          Substance or environmentally related claim;

     14.1.21 TAXES: it has filed all tax returns and other reports required to
          be filed and has paid all taxes imposed on it or upon any of its
          assets that are due and payable (save for any that are being contested
          in good faith and by appropriate action and in respect of which it has
          provided or maintained adequate reserves to meet any such liability);

     14.1.22 MATERIAL ADVERSE CHANGE: there has been no material adverse change
          in its financial condition or the financial condition of the Group
          (taken as a whole) since the date of the Pro-Forma Balance Sheet nor
          in the consolidated financial condition, business, assets or
          operations of the Group nor in the Collateral since that date which
          will nor might reasonably be expected to result in a material adverse
          effect;

     14.1.23 INFORMATION: all factual information delivered by it or on its
          behalf to the Agent in connection with the business, operations and
          assets of the


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          Group or in connection with any of the Relevant Agreements from time
          to time was, in each such case at the date of its delivery, true and
          correct in all material respects and not misleading and all
          expressions of opinion, forecasts and projections have been arrived at
          in good faith and have been based upon reasonable grounds;

     14.1.24 INFORMATION MEMORANDUM: (a) all statements of fact contained in the
          Information Memorandum relating to the Group are, or will be, true in
          all respects material to the Revolving Facility, (b) all expressions
          of opinion or expectations and all forecasts and projections provided
          in the Information Memorandum, have been, or will be, arrived at in
          good faith and have been, or will be, based upon reasonable grounds
          (in each case as at the date at which they are, or will be, made or
          expressed to be made and in final form), and (c) it is not aware,
          having made all due and reasonable enquiry, of any facts or
          circumstances that have not been disclosed to the Agent, the Arranger
          and the Lenders which would, if disclosed, be reasonably likely to
          affect the decision of a person considering whether or not to provide
          finance to the Borrowers;

     14.1.25 DEDUCTIONS AND WITHHOLDINGS: it is not required to make any
          deduction or withholding from any payment it may make under this
          Agreement;

     14.1.26 WINDING-UP: neither it nor any other Group Company has taken any
          corporate action nor have any other steps been taken or legal
          proceedings been started or (to the best of its knowledge and belief)
          threatened against it or any Group Company for its winding-up,
          dissolution or re-organisation (other than for the purposes of a bona
          fide solvent scheme of reconstruction or amalgamation previously
          approved in writing by the Agent) or for the appointment of a
          receiver, administrator, administrative receiver, trustee or similar
          officer of it or of any or all of its assets.

14.2 ACCOUNTS

     Each Obligor represents and warrants to and for the benefit of each other
     party to this Agreement that, except as disclosed to and accepted by the
     Agent in writing:

     14.2.1 ACCOUNTS:

          (a)  each existing Account represents, and each future Account will
               represent, a bona fide sale or lease and delivery of goods by a
               Trading Company, or the rendering of services by a Trading
               Company, in the ordinary course of such Trading Company's
               business;

          (b)  each existing Account is, and each future Account will be, for a
               liquidated amount payable by the Account Debtor thereon on the
               terms


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               set forth in the invoice therefor or in the schedule thereof
               delivered to the Agent, without set-off, deduction, defence, or
               counterclaim;

          (c)  no payment will be received with respect to any Account, and no
               credit, discount, or extension, or agreement therefor will be
               granted on any Account, except as reported to the Agent in
               accordance with this Agreement;

          (d)  each copy of an invoice delivered to the Agent will be a genuine
               copy of the original invoice sent to the Account Debtor named in
               it; and

          (e)  all goods described in any invoice representing a sale of goods
               will have been delivered to the Account Debtor and all services
               of any Trading Company described in any invoice will have been
               performed;

     14.2.2 INVENTORY: with effect from any Inventory Eligibility Date, in
          relation to each Trading Company, all of its Inventory is and will be
          held for sale or lease, or to be furnished in connection with the
          rendering of services in the ordinary course of its business and is
          and will be fit for such purpose and will be kept by it, at its own
          expense, in good and marketable condition (save for damaged or
          obsolete items as notified to and agreed by the Agent).

14.3 REPETITION

     Each of the representations and warranties in clauses 14.1 and 14.2 will be
     correct and complied with on the date of this Agreement and the Effective
     Date and (other than the representations in clauses 14.1.10(c), 14.1.13,
     14.1.24 and 14.1.25) will also be correct and complied with on each date on
     which a Loan is requested or to be made (or, as the case may be, a Letter
     of Credit or Guarantee is issued or requested to be issued) as if repeated
     then by reference to the then existing circumstances.

15   FINANCIAL CONDITION

15.1 BOOKS AND RECORDS

     15.1.1 MAINTENANCE: BMEH shall maintain, and shall procure that each Group
          Company shall maintain, at all times, books, records and accounts
          which are complete and correct in all material respects and in
          relation to which timely entries are made of their transactions in
          accordance with Applicable GAAP. BMEH shall, and shall procure that
          each Group Company shall, by means of appropriate entries, reflect in
          such accounts and in all Financial Statements proper liabilities and
          reserves for all taxes and proper provision for depreciation and
          amortisation of any property or asset and bad debts, all in accordance
          with Applicable GAAP. BMEH shall, and shall procure that each Group
          Company shall, maintain at all times books and records pertaining to
          any applicable Collateral in such detail, form and scope as the Agent
          shall reasonably require, including without limitation records of (i)
          all payments received and all credits


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          and extensions granted with respect to the Accounts; (ii) the return,
          rejection, repossession, stoppage in transit, loss, damage or
          destruction of any Inventory; and (iii) all other dealings affecting
          the Collateral.

     15.1.2 ACCESS: BMEH and/or, as applicable, Ideal shall, upon receiving not
          less than two business days' notice from the Agent (or without notice
          following a Default which is continuing), permit and procure that each
          Group Company permits the Agent or any person authorised by the Agent
          at any reasonable time to have access to its premises and books,
          records and accounts and to make extracts from and take copies of such
          books, records and accounts.

15.2 PROVISION OF FINANCIAL INFORMATION

     BMEH, BMEP, BMEBV, BMEE and Ideal shall each deliver to the Agent in
     sufficient copies for each of the Lenders:

     15.2.1 FINANCIAL STATEMENTS: as soon as the same become available, but in
          any event within 120 days after the end of each Financial Year, the
          audited consolidated Financial Statements of the Group for such
          Financial Year together with (i) the audited statutory accounts of
          each Group Company for such Financial Year and (ii) a consolidation of
          such audited Financial Statements for each member of the IHL/BB Group
          and to the extent that any Financial Statements have been prepared in
          accordance with or otherwise converted to or conformed with US GAAP,
          such Financial Statements shall be accompanied by a note or similar
          document prepared by the Auditors (or prepared by the Parent and
          signed by the Auditors) which (a) reconciles the Financial Statements
          to the Management Accounts delivered for the relevant Financial Year
          pursuant to clause 15.2.2 and (b) explains, in reasonable detail, any
          changes or adjustments made to the figures contained in such
          Management Accounts, to comply with US GAAP;

     15.2.2 MANAGEMENT ACCOUNTS: as soon as the same become available, but in
          any event within 25 days of the end of each Management Accounting
          Period, Management Accounts of itself and each member of the Group
          (other than the members of the Solutions Group) (incorporating,
          without limitation, a break-out of all intercompany balances) as at
          the end of and for that Management Accounting Period and, in relation
          to the Management Accounting Periods ending on 31 March, 30 June, 30
          September and 31 December in each year, within 45 days of the end of
          such Financial Quarter a consolidation of those Management Accounts
          showing the consolidated and consolidating financial position for the
          Financial Quarter ending on each such date and for the Financial Year
          to date and a further consolidation of those Management Accounts
          showing the consolidated and consolidating financial position for the
          Financial Quarter ending on each such date and for the Financial Year
          to date of each member of the IHL/BB Group;


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     15.2.3 LATEST PROJECTIONS: no sooner than 90 days and no later than 15 days
          prior to the beginning of each Financial Year, consolidated and
          consolidating projected balance sheets, statements of income and
          expense and statements of cash flow for the IHL/BB Group and the Group
          as at the end of and for each month of such Financial Year;

     15.2.4 CAPITAL EXPENDITURE: within 45 days after the end of each Financial
          Quarter, a report of the Capital Expenditure of the Group for such
          Financial Quarter and forecast of the projected Capital Expenditure
          for the remainder of the then current Financial Year or, in the case
          of the last Financial Quarter in any Financial Year, for the following
          Financial Year;

     15.2.5 TAXES AND CLAIMS: together with the Management Accounts delivered
          under clause 15.2.2 and a certificate signed by the finance director
          of Ideal that all the sums referred to in clause 16.2.6 have been paid
          in respect of the period covered by such Management Accounts;

     15.2.6 GENERAL INFORMATION: at the same time as sent to its shareholders or
          creditors generally, any circular, document or other written
          information sent to its shareholders or creditors as such or the
          shareholders or creditors of any other Obligor; and

     15.2.7 OTHER INFORMATION: from time to time on the request of the Agent,
          such information about the business, operations and financial
          condition of each Group Company as the Agent may reasonably require,
          other than any information disclosure of which will cause such Group
          Company to breach any confidentiality undertaking to which it is a
          party, in which case it shall and shall procure that any relevant
          Group Company shall, use all reasonable efforts to procure the consent
          of the counterparty to such undertaking to make disclosure.

15.3 FINANCIAL INFORMATION - BASIS OF PREPARATION

     BMEH, BMEP, BMEBV, Ideal and BMEE shall each ensure that:

     15.3.1 TRUE AND FAIR VIEW: each set of Financial Statements delivered by it
          or at its request pursuant to clause 15.2.1 is prepared (except as
          stated therein) using the same accounting principles and policies as
          were used in the preparation of the Ideal Pro-Forma Balance Sheet and
          gives a true and fair view of the financial condition of the IHL/BB
          Group and of the Group, as the case may be, as at the end of the
          period to which those Financial Statements relate and of the result of
          their respective businesses and operations during such period;

     15.3.2 AUDIT: each set of Financial Statements delivered by it or at its
          request pursuant to clause 15.2.1 has been audited by the Auditors and
          each set of Management Accounts delivered by it pursuant to clause
          15.2.2 has


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          been certified as being correct by Ideal (acting through its finance
          director), subject to normal year-end adjustments;

     15.3.3 CERTIFICATE OF IDEAL: each set of Financial Statements delivered
          pursuant to clause 15.2.1 and each set of Management Accounts
          delivered by it pursuant to clause 15.2.2 in respect of a Management
          Accounting Period ending on the last day of any Financial Quarter (as
          consolidated for that Financial Quarter) is accompanied by a
          certificate of Ideal (acting through its finance director) setting
          forth in reasonable detail the calculations required to establish that
          Ideal was in compliance with its covenants set forth in clause 15.4
          during the period covered in such Financial Statements (or, as the
          case may be, during such Financial Quarter) and stating that, except
          as explained in reasonable detail in such certificate:

          (a)  all of the representations and warranties of each Obligor
               contained in this Agreement and the other Finance Documents are
               correct and complete as at the date of such certificate as if
               made at such time; and

          (b)  no Event of Default then exists or existed during the period
               covered by such Financial Statements or, as the case may be,
               Management Accounts,

     and describing and analysing in reasonable detail all material trends,
     changes and developments in such Financial Statements or Management
     Accounts. If such certificate discloses that a representation or warranty
     is not correct or complete, or that a covenant has not been complied with,
     or that an Event of Default existed or exists, such certificate shall set
     forth what action Ideal or the relevant Obligor has taken or proposes to
     take with respect thereto.

15.4 FINANCIAL RATIOS

     Ideal shall ensure that, at all times, the consolidated financial condition
     of the IHL/BB Group shall be such that Adjusted Tangible Net Worth shall
     not at any time be less than L26,936,000 as determined at the end of each
     Financial Quarter by reference to the accounting information (the "RELEVANT
     ACCOUNTING INFORMATION") most recently delivered under this Agreement being
     (i) the Financial Statements delivered under clause 15.2.1 and (ii) each
     set of Management Accounts (consolidated and consolidating for the relevant
     Financial Quarter) delivered under clause 15.2.2.

     In this Agreement, unless the context otherwise requires:

     "ADJUSTED TANGIBLE ASSETS": means all of the IHL/BB Group's assets except:

     (i)  deferred assets, other than prepaid insurance and prepaid taxes;


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     (ii) patents, copyrights, trademarks, trade names, franchises, goodwill and
          other similar intangibles;

     (iii) Restricted Investments;

     (iv) unamortised debt discount and expense;

     (v)  assets constituting Intercompany Accounts; and

     (vi) fixed assets to the extent of any write-up in the book value thereof
          resulting from a revaluation effective after the date of this
          Agreement; and

     "ADJUSTED TANGIBLE NET WORTH": means, at any date:

     (i)  the book value (after deducting related depreciation, amortisation,
          valuation and other proper reserves as determined in accordance with
          Applicable GAAP) at which the Adjusted Tangible Assets would be shown
          on a consolidated balance sheet of the IHL/BB Group at such date
          prepared in accordance with Applicable GAAP; less

     (ii) the amount at which the IHL/BB Group's liabilities would be shown on
          such balance sheet, including as liabilities all reserves for
          contingencies and other potential liabilities which would be required
          to be shown on such balance sheet.

15.5 CHANGES IN BASIS OF PREPARATION OF RELEVANT ACCOUNTING INFORMATION

     Where any Relevant Accounting Information to be delivered under clause 15
     has been prepared in a manner which is inconsistent with the accounting
     principles or policies in accordance with which the Pro-Forma Balance Sheet
     was prepared, whether as a result of any change in such principles or
     otherwise, BMEH or Ideal shall provide to the Agent a written explanation
     of any such inconsistency, together with details of its effects. If any
     such inconsistency would be likely to affect the ability of the Agent to
     satisfy itself from the information delivered as Relevant Accounting
     Information as to compliance with the provisions of clause 15.4, the Agent
     shall have the right to adjust the financial ratios set out in clause 15.4
     or the relevant definitions set out in clause 15.5 so as to reflect so far
     as is practicable the effect of any such change (provided that the effect
     of such adjustments, taking into consideration such change, shall not be
     such as to render the said financial ratios more onerous upon Ideal than as
     at the date of this Agreement).

16   COVENANTS

16.1 DURATION

     The undertakings in this clause 16 shall remain in force from the date of
     this Agreement and so long as any amount is outstanding under this
     Agreement.


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16.2 POSITIVE COVENANTS

     Each Obligor undertakes that:

     16.2.1 CONSENTS: it will, and will procure that each of the Obligors will,
          obtain, comply with the terms of and do all that is necessary to
          maintain in full force and effect all authorisations, approvals,
          licences and consents required by all applicable laws and regulations
          to enable it lawfully to enter into, perform and comply with its
          obligations under each of the Relevant Agreements to which it is or
          will be a party and any document to be entered into pursuant thereto
          or to ensure the legality, validity, enforceability or admissibility
          in evidence of such Relevant Agreements and each such document in
          England and Wales and, if different, its jurisdiction of incorporation
          and any jurisdiction in which any of its assets may be situated;

     16.2.2 INSURANCE: it will maintain, and procure that each Obligor
          maintains, policies of insurance on and in relation to its business
          and assets with financially sound and reputable insurers acceptable to
          the Agent against such risks and to such extent as is usual for
          companies carrying on a business such as that carried on by it and
          each Obligor whose practice is not to self insure;

     16.2.3 COMPLIANCE WITH LAW: it will comply, and will procure that each
          Obligor complies, with all applicable laws and regulations including,
          without limitation, any applicable Environmental Law;

     16.2.4 ENVIRONMENTAL LAWS: it will, and will procure that each Obligor
          will, take prompt and appropriate action to respond to and remedy any
          non-compliance with any Environmental Law and shall regularly report
          to the Agent on such response and remedying. Without limiting the
          generality of the foregoing, whenever Ideal gives notice to the Agent
          of such non-compliance pursuant to clause 16.2.7 Ideal will, at the
          Agent's request and Ideal's expense:

          (a)  cause an independent environmental engineer acceptable to the
               Agent to investigate and conduct such tests of the site where any
               Obligor's non-compliance or alleged non-compliance with any
               Environmental Law has occurred and prepare and deliver to the
               Agent a report setting forth the results of such tests, a
               proposed plan for responding to any environmental problems
               described therein, and an estimate of the costs thereof; and

          (b)  provide to the Agent a supplemental report of such engineer
               whenever the scope of the environmental problems, or Ideal's
               response thereto or the estimated costs thereof, changes;


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     16.2.5 CONDUCT OF BUSINESS it has, and will ensure that each Obligor has,
          the right to conduct its business and operations as they are conducted
          in all applicable jurisdictions and will do, and will procure that
          each Obligor does, all things necessary (including compliance with all
          terms and conditions of any licences and consents) to obtain, preserve
          and keep in full force and effect all rights, licences and consents)
          to obtain, preserve and keep in full force and effect all rights,
          licences and authorisations (including, without limitation, all
          Environmental Authorisations) and consents as are necessary for the
          conduct of such business and operations;

     16.2.6 PAYMENT OF TAXES AND CLAIMS: (a) it will, and will procure that each
          Obligor will, and BMEBV will procure that each Baby Bell will, duly
          and punctually pay and discharge (i) all taxes imposed upon it or its
          properties (save where the same are being contested in good faith and
          by appropriate proceedings and where adequate reserves are being
          maintained with respect thereto) and (ii) all lawful claims which, if
          unpaid, would by law become encumbrances upon any of its properties;
          and

          (b) BMEBV will procure that each Baby Bell will duly and punctually
          pay and discharge all obligations to:

               (i) pay all emoluments and benefits to which its employees are
               entitled (including, without limitation, all wages and salaries,
               sick pay, maternity pay, pension contributions, bonuses,
               commission, any liability to taxation (including income tax and
               national insurance contributions deducted or deductible from such
               amounts under the PAYE system in the United Kingdom or such
               equivalent taxation and social security payments)) in the
               relevant Jurisdiction; and

               (ii) comply with (in all material respects) all statutes,
               regulations and collective agreements relevant to the conditions
               of service of its employees or to the relations between it and
               its employees (or former employees, as the case may be), any
               recognised trade union or works council and the laws applicable
               to the employment of the employees in the relevant Jurisdiction;

     16.2.7 NOTICES TO AGENT: Ideal will notify the Agent in writing of the
          following matters at the following times (each such notice to describe
          the subject matter thereof in reasonable detail and to set out the
          action that Ideal or the relevant Obligor has taken or proposes to
          take with respect thereto):


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          (a)  immediately after becoming aware of the existence of any Default;

          (b)  immediately after becoming aware that any shareholder in, or any
               creditor of, any Obligor has given notice or taken any action
               with respect to a claimed default by such Obligor and in
               circumstances where such shareholder or creditor has taken or is
               threatening to take any action or steps which will or might
               reasonably be expected to have a material adverse effect;

          (c)  immediately after becoming aware of any material adverse change
               in the assets, business, operations or condition (financial or
               otherwise) of any Obligor or of the Group (taken as a whole);

          (d)  immediately after becoming aware of any pending or threatened
               action, suit, proceeding or counterclaim by any person which may
               have a material adverse effect on any Obligor, or any pending or
               threatened investigation by a public authority;

          (e)  immediately after becoming aware of any pending or threatened
               strike, work stoppage, material unfair labour practice claim, or
               other material labour dispute affecting any Obligor;

          (f)  immediately after becoming aware of any violation of any law,
               statute, regulation, or ordinance of a public authority
               applicable to any Obligor or its assets which may have a material
               adverse effect on it or on such Obligor;

          (g)  immediately after becoming aware of any violation by any Obligor
               of any Environmental Law or immediately upon receipt of any
               notice (including a works notice) delivered pursuant to any
               Environmental Law or of any notice that a public authority has
               asserted that any Obligor is not in compliance with any
               Environmental Law or that its compliance is being investigated;

          (h)  ten (10) days prior to any Obligor changing its name or the
               address of its registered office;

          (i)  immediately upon becoming aware that any Group Company has
               received a notice or other document from any of its suppliers
               notifying such Group Company of a breach by such Group Company of
               any supply agreement to which it is a party;


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     16.2.8 HEDGING: Ideal and each other relevant Borrower shall, within 60
          days of the Closing Date or, in the case of any Additional Borrower,
          within 60 days of the date upon which it becomes an Additional
          Borrower, enter into such Hedging Agreements with a Hedge Provider as
          the Agent may require (after consultation with Ideal) and in such form
          as the Agent (acting reasonably) may require;

     16.2.9 CHESSINGTON PROPERTY/ST. CRISPIN PROPERTY: Ideal shall or shall
          procure that Bell Microproducts Limited or, as the case may be, Open
          PSL Limited shall promptly notify the Agent of any proposed
          refinancing of all or any part of the financial indebtedness secured
          by any encumbrance over the Chessington Property or, as the case may
          be, the St. Crispin Property and shall not complete such refinancing
          without the relevant Chessington Mortgagee or, as the case may be, St
          Crispin Mortgagee having entered into any intercreditor deed or other
          priority arrangements in form and substance mutually acceptable to the
          relevant replacement Chessington Mortgagee, Bell Microproducts Limited
          and the Agent (in the case of the Chessington Property) or the
          relevant replacement St. Crispin Mortgagee, Open PSL Limited and the
          Agent (in the case of the St. Crispin Property);

     16.2.10 AMENDMENT OF MATERIAL CONTRACTS: it will not and will procure that
          none of the Trading Companies shall amend or terminate any of the
          Material Contracts or agree to waive any material or persistent breach
          of any of the Material Contracts without the prior written consent of
          the Agent;

     16.2.11 AMENDMENT TO OR BREACH OF MATERIAL CONTRACT OR STANDARD TERMS OF
          BUSINESS: it will and will procure that each relevant Trading Company
          will promptly (a) notify the Agent of any proposed material change in,
          or amendment to, the standard terms and conditions of business that it
          has entered into with its suppliers or which it requires its customers
          to enter into (including, without limitation, any material change to
          any retention of title or similar provisions) and will not agree to or
          make any such proposed material change without the prior approval of
          the Agent (such approval not to be unreasonably withheld or delayed)
          and (b) notify the Agent of any material or persistent breach by any
          such Trading Company or any other person of any of the Material
          Contracts and, if relevant, of any steps being taken or proposed to
          remedy such breach and shall further notify the Agent of any proposal
          to or purported repudiation or cancellation of, any of the Material
          Contracts;

     16.2.12 ADDITIONAL SECURITY: without prejudice to the obligations of each
          of the Obligors pursuant to the Security Documents to which each of
          them it is expressed to be a party, it will grant or procure that
          there is granted to the Security Trustee, such new or further security
          ("ADDITIONAL SECURITY") over any business, shares or other assets


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          which may be acquired pursuant to any Pre-Approved Acquisition or any
          other acquisition permitted pursuant to the Finance Documents; any
          such additional security shall be in such form and contain such terms
          and conditions as the Agent or the Lenders (having carried out all
          necessary due diligence) may require having regard to the nature and
          location of the assets in question and shall be required to be
          effected in favour of the Security Trustee within 90 days (or such
          later date as the Agent may agree) of the date of completion of the
          relevant acquisition; it will provide the Security Trustee with such
          evidence as the Security Trustee may require that all applicable laws
          and regulations relating to the execution of such additional security
          have been duly complied with (including any statutory declarations
          and/or special resolutions required under sections 155 and 156
          Companies Act 1985; all costs and expenses (including legal fees)
          incurred by any of the Beneficiaries in preparing, negotiating and
          perfecting any such additional security shall be for the account of
          Ideal;

     16.2.13 DORMANT COMPANIES: it will ensure that each of the Dormant
          Companies remains dormant and promptly notify the Agent of any
          proposal for any of such companies to recommence trading, which they
          shall not be permitted to do unless Ideal has received the prior
          written consent of the Agent;

     16.2.14 EXCESS AVAILABILITY: the Borrowers will ensure that the average
          daily Excess Availability (calculated for each month on the last day
          of such month) shall be not less than L4,000,000; and

     16.2.15 EC INSOLVENCY REGULATION: it will maintain, and procure that all
          other members of the IHL Group maintain, its centre of main interests
          (within the meaning of the EC Insolvency Regulation) in the United
          Kingdom.

16.3 NEGATIVE COVENANTS

     Each Obligor undertakes that:

     16.3.1 ENCUMBRANCES: it will not, and will ensure that no Obligor will,
          without the prior consent of the Agent, create, agree to create or
          permit to subsist any encumbrance on or over their respective assets
          to secure any indebtedness of any person other than the following:

          (a)  any encumbrance on or over the assets of any Obligor subsisting
               at the date of this Agreement or, in the case of Open PSL
               Limited, at the date of the Second Supplemental Agreement and
               agreed to by the Agent (and in the case of the encumbrances held
               by the Chessington Mortgagee or the St. Crispin Mortgagee, any
               replacement thereof) provided that, (save for indebtedness
               secured as at the date of this Agreement


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               by any encumbrance created in favour of the Chessington
               Mortgagee, which may be increased by up to L500,000), the
               principal, capital or nominal amount secured by any such
               encumbrance may not be increased beyond the amount currently
               secured by the relevant encumbrance as at the date of this
               Agreement or, in the case of encumbrances created by Open PSL
               Limited, the date of the Second Supplemental Agreement, without
               the prior written consent of the Agent;

          (b)  encumbrances in favour of the Security Trustee;

          (c)  the Pledge Agreements;

          (d)  liens or rights of set-off arising solely by operation of law
               incurred in the ordinary course of business and not in connection
               with the borrowing of money, for sums not more than 30 days
               overdue;

          (e)  encumbrances arising out of title retention provisions in a
               supplier's standard conditions of supply in respect of goods
               acquired by the relevant person in the ordinary course of
               trading;

          (f)  any other encumbrance created or outstanding with the prior
               written consent of the Agent;

          (g)  agreements and arrangements of the type referred to in clause
               16.3.5(d) to the extent that the same constitute security;

          (h)  any encumbrance over any asset (other than Accounts or Inventory)
               acquired by any Obligor after the date of this Agreement and
               subject to which such asset is acquired provided that (1) except
               with the prior consent of the Agent, the principal, capital or
               nominal amount secured by such encumbrance may not be increased
               beyond the amount secured thereby at the date of such acquisition
               and (2) the same is discharged within 90 days of the date of such
               acquisition;

          (i)  any encumbrance over the assets of any company which becomes a
               Subsidiary after the date of this Agreement pursuant to clause
               16.3.11 provided that (1) except with the prior written consent
               of the Agent, the principal, capital or nominal amount secured by
               such encumbrance may not be increased beyond the amount secured
               thereby at the date of the acquisition and (2) the same is
               discharged within 90 days of the date of such acquisition;


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               provided that, in the case of any encumbrance created or existing
               pursuant to sub paragraphs (a) and (f) above, it shall be a
               condition to the creation of such encumbrance that Ideal shall,
               if so requested by the Agent, procure that the beneficiary of the
               relevant encumbrance shall accede to an intercreditor deed or
               other priority arrangement on terms acceptable to the Agent;

     16.3.2 DISPOSALS: without the prior consent of the Agent, it will not, and
          it will ensure that no Group Company will (whether by a single
          transaction or a number of related or unrelated transactions and
          whether at one time or over a period of time), sell, transfer, assign,
          lease out, lend or otherwise dispose of (whether outright, by a sale
          and repurchase or sale and leaseback arrangement or otherwise) any
          part of its or their assets having an aggregate value in excess
          of L750,000 in any one Financial Year except, sales of Inventory
          in the ordinary course of trading, sales to Affiliates permitted under
          clause 16.3.8 and sales of Equipment permitted under clause 16.4.11
          provided that, where any matter relating to any leasing, sub-leasing
          or other similar arrangement with respect to the Chessington Property
          or the St. Crispin Property requires the consent of the Agent pursuant
          to the terms of this clause 16.3.2, such consent shall not be withheld
          if the relevant subject matter also requires the consent of the
          Chessington Mortgagee or, as the case may be, the St. Crispin
          Mortgagee and the relevant Chessington Mortgagee or, as the case may
          be, St. Crispin Mortgagee has granted its consent to such matter;

     16.3.3 DISTRIBUTIONS AND CHANGES IN CAPITAL STRUCTURE: without the prior
          consent of the Agent, it will not, and it will ensure that no Group
          Company will:

          (a)  directly or indirectly declare, make or pay, or incur any
               liability to make or pay, any Distribution, or return any capital
               to any shareholder by way of capital reduction or otherwise,
               provided that:

               (i)  BMEE may make Distributions or returns of capital to Ideal;

               (ii) Ideal and any one or more of the Baby Bells may make
                    Distributions or returns of capital to BMEBV;

               (iii) BMEBV may make Distributions or returns of capital to BMEP;

               (iv) BMEP may make Distributions or returns of capital to BMEH;
                    and


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               (v)  BMEH may make Distributions or returns of capital to the
                    Parent,

               all of which payments in aggregate (together with the aggregate
               principal amount of all loans made pursuant to clause 16.3.7(a)),
               do not exceed L2,000,000 (or the equivalent in any other
               currency) in any period of twelve (12) months commencing on the
               Closing Date and do not exceed L6,000,000 (or the
               equivalent in any other currency) during the term of this
               Agreement,

          and provided further that the Agent shall have received a certificate
          signed by the finance director of Ideal confirming that:

          (1)  each of the Obligors is in compliance with all of its obligations
               under the Finance Documents to which it is a party and no Default
               has occurred and is continuing or will result from the payment of
               the Distribution or return of capital proposed;

          (2)  there is Excess Availability under the Revolving Facility of not
               less than L5,000,000 as at the date of such certificate and
               there will be an average Excess Availability of not less than
               L5,000,000 both as at the proposed date of payment of the
               relevant Distribution or return of capital and for a continuous
               period of six (6) months thereafter; and

          (3)  in the case of a Distribution to be paid by BMEH to the Parent
               only, the largest twenty (20) trade creditors of the Borrowers
               (as a whole) are being paid in full when the relevant amounts
               become due in accordance with their prevailing credit terms;

          OR

          (b)  make any change in the capital structure of any Group Company
               which could have a material adverse effect on any Obligor or the
               Group (taken as a whole)

          For the avoidance of doubt, no Group Company may make any Distribution
          to any member of the Solutions Group;

     16.3.4 TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT: it will not, and it
          will ensure that no Obligor will, enter into any transaction which has
          or might reasonably be expected to have, a material adverse effect on
          any Obligor;


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     16.3.5 INDEBTEDNESS: it will not, and it will ensure that no Group Company
          will, incur or maintain any indebtedness other than:

          (a)  indebtedness under the Finance Documents;

          (b)  trade payables and contractual obligations to suppliers and
               customers incurred in the ordinary course of trading;

          (c)  indebtedness between members of the Group as disclosed to and
               permitted by the Agent;

          (d)  indebtedness under any finance leases disclosed to the Agent
               prior to the date of this Agreement or which are fully disclosed
               in the Latest Projections and budgets for Capital Expenditure of
               the Group as delivered to the Agent pursuant to clauses 15.2.3
               and 15.2.4 and as approved by the Agent;

          (e)  indebtedness due and owing under any foreign exchange or
               interest-rate swap, under any option, cap, collar or floor or
               under any other hedging agreement or similar arrangement with any
               bank or other financial institution and disclosed to the Agent
               prior to the date of this Agreement and any replacement thereof
               or other hedging arrangement (which is intended to hedge exposure
               to interest rate or currency exchange fluctuations and not an
               arrangement of a speculative nature) entered into after the date
               of this Agreement, in the case of interest rate hedging only,
               with the prior consent of the Agent and provided that, if the
               relevant Hedge Provider is not the Arranger, any financial
               indebtedness due and owing under the relevant hedging arrangement
               may not be secured without the consent of the Agent (acting on
               the instructions of all of the Lenders); or

          (f)  indebtedness due and owing by Ideal to the Parent provided that
               (a) such indebtedness is unsecured and is incurred on terms no
               less favourable to Ideal than would be applicable in a comparable
               arm's length transaction with a third party that is not an
               Affiliate and (b) the aggregate amount of such indebtedness does
               not exceed at any time (i) US$20,000,000 due and owing by Ideal
               to the Parent on inter company loan account and (ii)
               US$15,000,000 due and owing by Ideal to the Parent on inter
               company trading account; or

          (g)  indebtedness due and owing by Ideal or any of its Affiliates to
               the Chessington Mortgagee, provided that the aggregate principal
               amount of such indebtedness may not be increased after the date
               of this Agreement by an amount, in aggregate, exceeding
               L500,000; or


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          (h)  indebtedness due and owing by Open PSL Limited to the St. Crispin
               Mortgagee, provided that the aggregate principal amount of such
               indebtedness may not be increased after the date of the Second
               Supplemental Agreement,

          and will not, in any event, pay any amount in respect of any financial
          indebtedness due to the Chessington Mortgagee or the St Crispin
          Mortgagee, save in accordance with the provisions of the Priority
          Agreement or, as the context requires, the St. Crispin Priority
          Agreement or any subsequent intercreditor deed or priority arrangement
          approved by the Agent in accordance with this Agreement;

     16.3.6 PREPAYMENT: it will not, and it will ensure that no Group Company
          will, voluntarily prepay or redeem any financial indebtedness, save
          that each Borrower may make prepayments under this Agreement in
          accordance with its terms and save that any Group Company may, in the
          ordinary course of business, make early payments to any trade
          creditor;

     16.3.7 LOANS AND GUARANTEES: it will not, and will ensure that no Group
          Company will, make, roll-over or continue to remain outstanding any
          loans, grant any credit (save in the ordinary course of trading) or
          give any guarantee to or for the benefit of any person (other than any
          guarantee permitted pursuant to clause 16.4.13) or otherwise
          voluntarily assume any liability, whether actual or contingent, in
          respect of any obligation of any other person, save that

          (a)  BMEH, BMEP, BMEBV, each of the Borrowers and each of the Baby
               Bells may make any loans or grant any credit to each other or to
               the Parent and to any one or more of the Baby Bells (but, subject
               to paragraph (d) and (e) of this clause 16.3.7, not to any member
               of the Solutions Group) which, in the case of loans to the Parent
               and/or BMEH and/or BMEP and/or BMEBV, in aggregate (and taking
               into account the aggregate amount of any Distributions or returns
               of capital made by any such persons to the Parent and/or BMEH
               and/or BMEP and/or BMEBV in accordance with the terms of clause
               16.3.3), do not exceed L2,000,000 (or the equivalent in any
               other currency) in any period of twelve (12) months commencing on
               the Closing Date and do not exceed L6,000,000 (or the
               equivalent in any other currency) during the term of this
               Agreement;

          (b)  a Group Company may make loans to its employees (other than its
               directors) provided that the aggregate amount of all such loans
               made by all of the Group Companies shall not exceed
               L20,000; and


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          (c)  a Group Company may roll-over or continue to make available (but
               not increase the principal amount thereof, other than through the
               capitalisation of accrued interest) any existing loans or
               financial accommodation to any other Group Company or, subject to
               any other applicable restrictions in this Agreement, to a member
               of the Solutions Group (and for the avoidance of doubt the
               aggregate amount of loans and accrued interest outstanding to the
               Solutions Group as at the date of this Agreement is
               EUR8,302,070); and

          (d)  BMEH may make loans or other financial accommodation to one or
               more members of the Solutions Group, provided always that BMEH is
               able to provide evidence satisfactory to the Agent (acting
               reasonably), whether by way of the provision of Management
               Accounts, Financial Statements or otherwise, from which the Agent
               is able to determine that such loans or other advances will be
               funded wholly out of new funds made available to BMEH after the
               Closing Date by loans from the Parent or which have otherwise
               been invested in BMEH by the Parent after the Closing Date by way
               of the subscription for equity or other capital contribution in
               or to BMEH and not funded by any existing funds of BMEH as at the
               Closing Date; and

          (e)  the Borrowers and the IDF Companies may maintain inter company
               balances between themselves in an aggregate amount not exceeding
               E2,000,000 at any time provided that the same are maintained on
               arms' length commercial terms in the ordinary course of business;

     16.3.8 TRANSACTIONS WITH AFFILIATES: save to the extent permitted by the
          foregoing sub clauses of this clause 16.3, it will not, and will
          ensure that no Group Company will:

          (a)  sell, transfer, distribute or pay any money or assets to any
               Affiliate;

          (b)  lend or advance money or assets to any Affiliate; or

          (c)  invest in (by capital contribution or otherwise) or purchase or
               repurchase any shares or indebtedness or any assets of any
               Affiliate,

          save that, if no Default has occurred and is continuing, a Group
          Company may engage in transactions relating to the sale and purchase
          of Inventory (but not, save as otherwise permitted in this Agreement,
          involving any sales of Equipment or other fixed assets) with an
          Affiliate in the ordinary course of trading in amounts and upon terms


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          fully disclosed to the Agent in the Management Accounts and no less
          favourable to that Group Company than would obtain in a comparable
          arm's length transaction with a third party which is not an Affiliate,
          provided that Accounts generated between the Group Companies and their
          Affiliates shall not account for more than three per cent (3%) of the
          total number of Accounts generated by the Borrowers and/or any other
          Charging Companies;

     16.3.9 CHANGE OF BUSINESS OR OPERATIONS: it will ensure that there is no
          material change in the nature of its business or operations or the
          business or operations of the Group taken as a whole (whether by a
          single transaction or a number of related or unrelated transactions,
          whether at one time or over a period of time and whether by disposal,
          acquisition or otherwise);

     16.3.10 ACCOUNTING REFERENCE DATE: it will not, without the prior approval
          of the Agent, change, and will procure that no other Group Company
          changes, its accounting reference date;

     16.3.11 SUBSIDIARIES: save pursuant to any Pre-Approved Acquisition or
          otherwise with the Agent's prior written consent, it will not,
          directly or indirectly, organise or acquire any Subsidiary (other than
          a Dormant Company or those in existence as at the date of this
          Agreement and which have been advised to the Agent in writing);

     16.3.12 RESTRICTED INVESTMENTS: it will not, and will ensure that no Group
          Company will make any Restricted Investment;

     16.3.13 CAPITAL EXPENDITURE: it will not, and will ensure that no Group
          Company will, without the prior consent of the Agent, make or incur
          any Capital Expenditure if, after giving effect thereto, the aggregate
          amount of all Capital Expenditure by the Group in any Financial Year
          would exceed L1,500,000 (or the equivalent in any other currency);

     16.3.14 LEASE OR SIMILAR OBLIGATIONS: save with the prior written consent
          of the Agent and save for any finance leases agreed with the Agent
          pursuant to clause 16.3.5, it will not, and will ensure that no Group
          Company will enter into any lease of real or personal property as
          lessee or sublessee or enter into any hire purchase, conditional sale
          or other similar arrangement if, after giving effect thereto, the
          aggregate amount of Rentals payable by the Group Companies in any
          Financial Year in respect of such lease and all other such leases,
          hire purchase, conditional sale or similar arrangements would exceed
          L500,000. The term "RENTALS" means all payments due from the lessee or
          sublessee under a lease or all payments, liabilities or obligations
          due from the hirer or other relevant obligor or debtor (howsoever
          described) under any hire purchase, conditional sale or similar
          arrangement, including,


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          without limitation, rent, service charge, utility or maintenance costs
          and insurance premiums together with any VAT thereon;

     16.3.15 CAPITAL MARKETS: if any Borrower, BMEP, BMEH or BMEBV or any other
          Group Company shall enter into any Capital Markets Transaction then,
          subject to the following provisions of this clause 16.3.15, it shall
          apply or BMEH shall procure that there is applied, thirty per cent
          (30%) of the net proceeds of such Capital Markets Transaction to
          prepay (subject to payment of any broken funding costs) a commensurate
          amount of the then Total Outstandings, provided that, if the average
          Excess Availability during the period of six (6) months ending on the
          date upon which the Capital Markets Transaction is completed was in
          excess of L5,000,000, then the relevant issuer(s) shall not be obliged
          to apply such proceeds in prepayment in the manner prescribed by this
          clause 16.3.15; and

     16.3.16 VENDOR FINANCING: it will not and will procure that no other Group
          Company will enter into any vendor financing programme or similar
          arrangement for financing the acquisition of Equipment, any other
          fixed asset or Inventory (which has not already been disclosed in its
          budget for Capital Expenditure and approved by the Agent), without the
          prior written consent of the Agent and without the Agent being
          provided with such information as it may require as to the terms and
          conditions of such vendor financing programme or other arrangement and
          assessing the impact, if any, upon the Collateral and/or the
          encumbrances created by the Debenture.

16.4 COVENANTS RELATING TO THE COLLATERAL

     Ideal undertakes that:

     16.4.1 COLLATERAL REPORTING: it will provide the Agent, in each case in
          respect of each Trading Company, and on a consolidated and
          consolidating basis, with the following documents at the following
          times in form satisfactory to the Agent:

          (a)  on a weekly basis on each Wednesday based on figures as of the
               previous Friday, a Borrowing Base Certificate incorporating,
               inter alia, a schedule of credit notes, a summary of collections
               of accounts receivable, a schedule of Accounts created since the
               last such schedule, with effect from any Inventory Eligibility
               Date, a report of the Inventory balance (by location) based on
               the perpetual inventory reports and such further details as the
               Agent may request;

          (b)  upon request, copies of invoices, credit notes, shipping and
               delivery documents;


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          (c)  monthly ageings of accounts receivable to be delivered no later
               than the 10th day of each month in respect of the immediately
               preceding month;

          (d)  monthly perpetual inventory reports by category to be delivered
               no later than the 10th day of each month in respect of the
               immediately preceding month;

          (e)  on a monthly basis, a report listing the top ten (10) customers
               of Ideal during that month, providing (i) details of the level of
               sales made to each such customer; (ii) details of any credit
               notes issued to each such customer or any other account
               adjustments made in respect of such customer; and (iii) the
               amount of cash actually received from each such customer during
               the relevant month;

          (f)  with effect from any Inventory Eligibility Date, upon request,
               monthly perpetual inventory reports with effect from any
               Inventory Eligibility Date, a quarterly report of all Inventory
               based on a physical stock count;

          (g)  monthly ageings of accounts payable no later than the 10th day of
               the following month, together with a specific breakdown (in
               reasonable detail) of the monthly ageings of accounts payable to
               the largest ten supplier creditors of Ideal and details of the
               Inventory held by Ideal in respect of such accounts payable and
               each such supplier;

          (h)  with effect from any Inventory Eligibility Date, upon request,
               copies of purchase orders, invoices, and delivery documents for
               Inventory and Equipment acquired by that Trading Company;

          (i)  such other reports as to the Collateral and the Accounts (and
               each Borrower hereby authorises the Agent to make enquiries of
               its customers in this respect) as the Agent shall request from
               time to time; and

          (j)  certificates of an officer of Ideal certifying as to the
               foregoing;

     16.4.2 INSPECTION: upon receiving not more than two business days' notice
          from the Agent (or without notice following a Default which is
          continuing), it will, and will procure that each Trading Company will,
          permit the Agent or any person authorised by the Agent to have access
          to its premises to carry out a periodic inspection of the Collateral,
          the regularity of such periodic inspections to be at the Agent's
          discretion, but initially to be no more often than every 60 days;


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     16.4.3 ACCOUNTS: it will not, and will ensure that no Trading Company will,
          re-date any invoice or sale or make sales on extended credit beyond 45
          days from its standard credit terms or modify any Account except with
          the prior written consent of the Agent. If Ideal or any other Obligor
          becomes aware of any material matter affecting any material Account
          (including information regarding any Account Debtor's creditworthiness
          and any information in respect of an Account Debtor against whom a
          Trading Company has commenced, or is proposing to commence, legal
          proceedings), it will promptly so advise the Agent;

     16.4.4 ACCEPTANCE OF NOTES OR OTHER INSTRUMENTS: it will not, and will
          ensure that no Trading Company will, accept any note or other
          instrument (except a cheque or other instrument for the immediate
          payment of money) with respect to any Account without the Agent's
          written consent. If the Agent consents to the acceptance of any such
          note or other instrument, it shall be considered as evidence of the
          Account and not payment thereof, and Ideal will promptly deliver such
          note or instrument to the Agent appropriately endorsed. Regardless of
          the form of presentment, demand, notice of dishonour, protest and
          notice of protest with respect thereto, Ideal will remain liable
          thereon until such note or instrument is paid in full;

     16.4.5 DISPUTES WITH ACCOUNT DEBTORS: it will notify the Agent promptly of
          all disputes and claims with Account Debtors in excess of L50,000
          and settle or adjust them, or ensure that the relevant Trading Company
          settles or adjusts them, at no expense to the Lenders, but no
          discount, credit or allowance shall be granted to any Account Debtor
          without the Agent's consent, except for discounts, credits and
          allowances made or given in the ordinary course of trading when no
          Event of Default exists hereunder. Ideal shall send, or procure that
          there is sent to, the Agent a copy of each credit note in excess
          of L1,000,000 as soon as issued and a list of all credit notes in
          excess of L750,000 on a weekly basis, with copies of any such
          credit notes to be supplied to the Agent at the Agent's request;

     16.4.6 RETURNS OF INVENTORY: if after the Inventory Eligibility Date, an
          Account Debtor returns any Inventory to any Borrower or any Trading
          Company when no Event of Default exists, then that Borrower shall
          promptly determine the reason for such return and shall issue, or
          procure that the relevant Trading Company shall issue, a credit note
          to the Account Debtor in the appropriate amount. Each Borrower shall
          immediately report to the Agent any return involving an amount in
          excess of L1,000,000. Each such report shall indicate the reasons
          for the returns and the locations and condition of the returned
          Inventory. Whenever any Inventory is returned, the related Account
          shall be deemed ineligible, and the Available Revolving Facility
          Amount shall be adjusted accordingly;


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     16.4.7 INVENTORY: after the Inventory Eligibility Date, it will not, and
          will ensure that no Trading Company will, without prior written notice
          to the Agent, acquire or accept any Inventory on consignment or
          approval;

     16.4.8 INVENTORY - REPORTING SYSTEM: after the Inventory Eligibility Date,
          it will maintain, and will ensure that each Trading Company maintains,
          a perpetual inventory reporting system at all times; it will conduct a
          physical count of the Inventory of all the Trading Companies at least
          once per Financial Year and after the occurrence of an Event of
          Default at such other times as the Agent requests, and shall promptly,
          upon completion, supply the Agent with a copy of such count
          accompanied by a report of the value of such Inventory (valued at the
          lower of cost, on a FIFO basis, or market value); no Borrower will,
          and will ensure that no Trading Company will, without the Agent's
          prior written consent, sell any Inventory on a sale or return, sale on
          approval, consignment or other repurchase or return basis;

     16.4.9 CONDITION OF THE EQUIPMENT: it will keep and maintain, and will
          ensure that each Trading Company keeps and maintains, its Equipment in
          good operating condition and repair (ordinary wear and tear excepted)
          and will make all necessary replacements;

     16.4.10 ADDITIONS TO THE EQUIPMENT: it will include information regarding
          any material additions to or deletions from any Equipment (which, in
          the case of any additions, are to be within the agreed Capital
          Expenditure budget) within the Management Accounts required to be
          delivered pursuant to clause 15.2.2;

     16.4.11 DISPOSAL OF THE EQUIPMENT: it will not, and will ensure that no
          Trading Company will, without the Agent's prior written consent, sell,
          lease as a lessor, or otherwise dispose of any Equipment provided that
          obsolete or unusable Equipment having an orderly liquidation value no
          greater than L500,000 individually and L1,500,000 in the
          aggregate in any Financial Year, may be disposed of without the
          Agent's consent, subject to the conditions set forth below. If any of
          the Equipment is sold, transferred or otherwise disposed of with the
          Agent's prior written consent or as otherwise permitted hereby then:

          (a)  if such sale, transfer or disposal is effected without
               replacement of such Equipment, or such Equipment is replaced by
               leased Equipment, or by Equipment purchased subject to a
               Permitted Encumbrance, Ideal will, or will procure that the
               relevant Trading Company will, deliver all of the cash proceeds
               of any such sale, transfer or disposal to the Agent, which
               proceeds shall be applied in or towards prepayment of all sums
               due from the Borrowers hereunder; or


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          (b)  if such sale, transfer or disposal is made in connection with the
               purchase of replacement Equipment (other than subject to a
               Permitted Encumbrance), Ideal will use the proceeds of such sale,
               transfer or disposal to finance the purchase of such replacement
               Equipment which shall be free and clear of all liens, claims and
               encumbrances, except for the Security Interest and other
               Permitted Encumbrances and shall deliver to the Agent written
               evidence of the use of the proceeds for such purchase;

     16.4.12 CHESSINGTON MORTGAGE: it will procure that Bell Microproducts
          Limited does not agree to or complete any refinancing of the
          indebtedness relating to the Chessington Property unless:

          (a)  the Agent shall be afforded a reasonable opportunity (subject to
               any applicable confidentiality constraints) to review the terms
               and conditions of such refinancing; and

          (b)  Ideal shall procure (or shall procure that Bell Microproducts
               Limited shall procure) that the relevant Chessington Mortgagee
               shall enter into an intercreditor deed or priority arrangement
               mutually acceptable to the relevant Chessington Mortgagee, Bell
               Microproducts Limited and the Agent;

     16.4.13 CHESSINGTON PROPERTY GUARANTEE: it will not give and will procure
          that no other Group Company shall provide any guarantee, indemnity or
          other assurance in respect of the obligations of Ideal or any relevant
          Affiliate to the Chessington Mortgagee (other than any guarantees in
          existence as at the date hereof) unless the obligations of each
          relevant Group Company and the rights and recourse of the Chessington
          Mortgagee are fully subordinated to the rights of the Beneficiaries
          under the Finance Documents.

     16.4.14 ST. CRISPIN MORTGAGE: it will procure that Open PSL Limited does
          not agree to or complete any refinancing of the indebtedness relating
          to the St. Crispin Property unless:

          (a)  the Agent shall be afforded a reasonable opportunity (subject to
               any applicable confidentiality constraints) to review the terms
               and conditions of such refinancing; and

          (b)  Ideal shall procure (or shall procure that Open PSL Limited shall
               procure) that the relevant St. Crispin Mortgagee shall enter into
               an intercreditor deed or priority arrangement mutually acceptable
               to the relevant St. Crispin Mortgagee, Open PSL Limited and the
               Agent;


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     16.4.15 ST. CRISPIN PROPERTY GUARANTEE: it will not give and will procure
          that no other Group Company shall provide any guarantee, indemnity or
          other assurance in respect of the obligations of Open PSL Limited or
          any relevant Affiliate to the St. Crispin Mortgagee unless the
          obligations of each relevant Group Company and the rights and recourse
          of the St. Crispin Mortgagee are fully subordinated to the rights of
          the Beneficiaries under the Finance Documents.

17   DEFAULT

17.1 EVENTS OF DEFAULT

     Each of the events set out below is an Event of Default:

     17.1.1 NON-PAYMENT: any Obligor or any IDF Company does not pay any sum due
          from it under any Finance Document at the time and in the manner
          specified in the relevant Finance Document, or where the non-payment
          results solely from technical difficulties relating to the transfer of
          that amount from the relevant Obligor or IDF Company to the Agent or,
          as the case may be, the Receivables Purchaser, within five (5) days of
          the due date;

     17.1.2 BREACH OF REPRESENTATION OR WARRANTY: any representation or warranty
          made or deemed to be repeated by any Obligor or any IDF Company in any
          Finance Document or in any document delivered pursuant to it is not
          complied with or is or proves to have been incorrect or misleading in
          any material respect when made or deemed to be repeated;

     17.1.3 BREACH OF UNDERTAKING: any Borrower fails duly to perform or comply
          with any obligation expressed to be assumed by it in clause 2.2, 15,
          16.2.8 to 16.2.9 inclusive, 16.3 or 16.4 or any Obligor or any IDF
          Company fails duly to perform any obligation in, or comply with any of
          the terms of, any of the Security Documents;

     17.1.4 BREACH OF OTHER OBLIGATION: any Obligor or any IDF Company fails
          duly to perform or comply with any other obligation expressed to be
          assumed by it in any of the Finance Documents and such failure (if
          capable of remedy) is not remedied within ten business days after the
          earlier of (i) the date upon which any such Obligor or, as the case
          may be, IDF Company becomes aware of such default or (ii) the date
          upon which the Agent or, as the case may be, Receivables Purchaser has
          notified such Obligor or, as the case may be, IDF Company of such
          default or if any such Finance Document shall terminate (other than in
          accordance with its terms or with the written consent of the Agent) or
          become void or unenforceable;


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     17.1.5 CROSS-DEFAULT: any indebtedness (other than indebtedness to any one
          or more trade creditors arising in the ordinary course of business
          which is not overdue by more than 60 days and in respect of which the
          relevant trade creditor has not sought repayment or otherwise taken
          steps to procure or enforce repayment or in respect of which repayment
          has been sought and the relevant Obligor or, as the case may be, IDF
          Company is contesting in good faith by appropriate means its liability
          to make payment thereof) of any Obligor or any IDF Company of an
          amount in excess of L1,000,000 (or its equivalent in any other
          currency) is not paid when due or is declared to be or otherwise
          becomes due and payable prior to its specified maturity or any
          creditor of any Obligor or any IDF Company becomes entitled to declare
          any such indebtedness due and payable prior to its specified maturity;

     17.1.6 INSOLVENCY: any Obligor or Group Company is unable to pay its debts
          as they fall due (or is deemed by law or by a court to be unable to
          pay its debts), stops, suspends or threatens to stop or suspend
          payment of all or any part of its indebtedness or commences
          negotiations with any one or more of its creditors with a view to the
          general readjustment or re-scheduling of all or any part of its
          indebtedness or makes a general assignment for the benefit of, or
          composition with, its creditors or a moratorium is agreed or declared
          in respect of, or affecting, all or any part of its indebtedness;

     17.1.7 ENFORCEMENT PROCEEDINGS: a distress, attachment, execution,
          diligence or other legal process is levied, enforced or sued out on or
          against all or any part of the assets of any Obligor or Group Company
          and is not discharged within five business days;

     17.1.8 WINDING-UP: any Obligor or Group Company takes any corporate action
          or other steps are taken or legal or other proceedings are started for
          its winding-up, dissolution or re-organisation other than for the
          purposes of a bona fide, solvent scheme of reconstruction or
          amalgamation previously approved in writing by the Agent (other than a
          petition for winding up which a Borrower has satisfied the Agent is
          vexatious, groundless or an abuse of process and in relation to which
          the relevant Group Company has taken steps within seven days of the
          petition to restrain the petitioner from advertising the petition and
          which in any event has been discharged within thirty days of the
          petition) or for the appointment of a receiver, administrator,
          administrative receiver, trustee or similar officer of it or of any or
          all of its assets;

     17.1.9 ANALOGOUS PROCEEDINGS: anything analogous to or having a
          substantially similar effect to any of the events specified in clauses
          17.1.6 to 17.1.8 inclusive shall occur under the laws of any
          applicable jurisdiction;


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     17.1.10 ENCUMBRANCE ENFORCEABLE: any encumbrance on or over the assets of
          any Obligor or Group Company securing indebtedness in excess of
          L500,000 becomes enforceable and any step (including the taking
          of possession or the appointment of a receiver, manager or similar
          person) is taken to enforce that encumbrance;

     17.1.11 EXPROPRIATION: all or any material part of the shares or assets of
          any Obligor is seized, compulsorily acquired, nationalised or
          otherwise expropriated or custody or control of the same is assumed by
          any public authority or any court of competent jurisdiction at the
          instance of any public authority, except where contested in good faith
          by proper proceedings diligently pursued where a stay of enforcement
          is in effect;

     17.1.12 TERMINATION OF ANY GUARANTEE: any guarantee of any amounts due and
          payable under any of the Finance Documents shall be terminated,
          revoked or declared void or invalid;

     17.1.13 JUDGMENTS: one or more final judgments for the payment of money
          aggregating in excess of L50,000 (whether or not covered by
          insurance) shall be rendered against any Obligor and such Obligor
          shall fail to discharge the same within thirty (30) days from the date
          of entry thereof or to appeal therefrom;

     17.1.14 LOSS OF COLLATERAL: any loss, theft, damage or destruction of any
          item or items of the Collateral occurs which in the opinion of the
          Agent (i) could materially and adversely affect the operation of any
          Borrower's or any Obligor's business or the business of the Group
          (taken as a whole) or (ii) is material in amount and is not adequately
          covered by insurance;

     17.1.15 CESSATION OF BUSINESS: any Obligor ceases to carry on the business
          it carries on today or enters into any unrelated business;

     17.1.16 ILLEGALITY: it is or will become unlawful for any Obligor to
          perform or comply with any of its obligations under any Relevant
          Agreement, or any such obligation is not or ceases to be legal, valid
          and binding;

     17.1.17 REPUDIATION: any Obligor repudiates, or does or causes to be done
          anything evidencing an intention to repudiate any Relevant Agreement;

     17.1.18 MATERIAL ADVERSE CHANGE: there occurs any material adverse change
          in any Obligor's assets, business, operations or condition (financial
          or otherwise);

     17.1.19 CHANGE OF CONTROL: any person or group of connected persons which
          does not have control at the date of this Agreement acquires control
          of


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          BMEH, BMEP, BMEBV or any Obligor and for this purpose "CONNECTED
          PERSON" shall be construed in accordance with section 839 Income and
          Corporation Taxes Act 1988;

     17.1.20 INVOICE DISCOUNTING AGREEMENTS: any Event of Default as defined in
          and referred to in the Accounts Transfer Conditions (other than an
          Event of Default set out in Condition 17.1(i) (Encumbrance
          Enforceable) or Condition 17.1(l) (Judgments) of the Accounts Transfer
          Conditions) shall occur.

17.2 ACCELERATION

     If at any time and for any reason (and whether within or beyond the control
     of any party to any of the Finance Documents) any Event of Default has
     occurred, then at any time thereafter, whilst such Event of Default is
     continuing, the Agent may, and shall, if so instructed by the Majority
     Lenders, by written notice to Ideal do one or more of the following at any
     time or times and in any order:

     17.2.1 reduce or cancel the Available Facility or any one or more of its
          elements or reduce or cancel the Available Revolving Facility Amount;

     17.2.2 restrict the amount of or refuse to make available any Revolving
          Loan or Swingline Loan or to issue any Letter of Credit or Guarantee;

     17.2.3 terminate this Agreement and the Revolving Facility made or to be
          made available hereunder;

     17.2.4 declare any Revolving Loan or any Swingline Loan, all unpaid accrued
          interest or fees and any other sum then payable under this Agreement
          to be due and payable on demand or on such date as it may specify in
          such notice whereupon all such monies shall become so due and payable
          on demand or on such date (as the case may be);

     17.2.5 require that the Borrower deposit with the Security Trustee with
          respect to any Letter of Credit or Guarantee then outstanding a
          Supporting Letter of Credit or cash, in the same manner as
          contemplated in clause 6.14;

     17.2.6 declare the Revolving Facility to be cancelled, whereupon it shall
          be so cancelled and the Commitment of each Lender shall immediately be
          reduced to zero;

     17.2.7 enforce any or all of its rights or require that the Security
          Trustee enforce any or all of its rights under any of the Finance
          Documents or under applicable law.


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17.3 ON DEMAND FACILITY

     If, pursuant to clause 17.2.4, the Agent declares any of the Loans (or any
     other monies which may become payable hereunder) to be due and payable on
     demand of the Agent, then, at any time thereafter, the Agent may by written
     notice to Ideal call for repayment of any such Loans (and any other such
     monies) on such date as it may specify in such notice (whereupon the same
     shall become due and payable on such date together with all unpaid accrued
     interest, fees and any other sums then owed by the Borrowers hereunder) or
     withdraw its declaration with effect from such date as it may specify in
     such notice.

17.4 LETTER OF CREDIT AND GUARANTEE FEE FOLLOWING EVENT OF DEFAULT

     From the date of the occurrence of any Event of Default until such Event of
     Default is remedied to the satisfaction of the Agent, or until all sums
     payable hereunder have been satisfied or discharged in full and none of the
     Lenders is under any contingent liability hereunder or under any Letter of
     Credit or Guarantee, the Letter of Credit and Guarantee Fee shall be
     calculated at the rate per annum equal to an additional 2% per annum to
     that referred to in clause 22.5 on the maximum face value of any Letter of
     Credit or maximum contingent liability of the Issuer under each Guarantee
     then outstanding.

17.5 TERMINATION FEE

     If the Agent terminates this Agreement upon an Event of Default, Ideal
     shall pay the Agent for the account of the Lenders in their Participating
     Proportion, immediately upon termination, a fee equal to the early
     termination fee that would have been payable under clause 29 if this
     Agreement had been terminated on that date pursuant to Ideal's election.

18   DEFAULT INTEREST

18.1 INTEREST ON UNPAID SUMS

     If any relevant Obligor does not pay any sum payable by it under this
     Agreement on its due date in accordance with the provisions of clause 20 or
     if any sum due and payable by any relevant Obligor under any judgment of
     any court in connection with this Agreement is not paid on the date of such
     judgment, it shall pay interest on the balance for the time being
     outstanding (such balance being referred to in this Agreement as the
     "UNPAID SUM") for the period beginning on such due date or, as the case may
     be, the date of such judgment, in accordance with the provisions of this
     clause 18.

18.2 DEFAULT INTEREST PERIODS

     Interest under this clause 18 shall be calculated by reference to
     successive periods, each of which (other than the first, which shall begin
     on the due date for payment or, as the case may be, the date of judgment as
     referred to in clause 18.1)


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     shall begin on the last day of the preceding period. Each such period shall
     be of such duration as the Agent may select.

18.3 DEFAULT INTEREST RATES

     The rate of interest applicable to an unpaid sum from time to time during
     each period relating to that unpaid sum shall be the rate per annum which
     is the sum of (i) two per cent (2%) (ii) the Applicable Margin (iii) LIBOR
     relative to such period (or, in respect of any Swingline Loans or Reference
     Rate Revolving Loans, the Reference Rate) and (iv) the Mandatory Cost, if
     any, applicable to that unpaid sum provided that:

     18.3.1 if, at or about 11.00 a.m. on the Quotation Date in respect of such
          unpaid sum, it is not possible to determine LIBOR in accordance with
          the definition of LIBOR there shall be substituted for LIBOR the rate
          determined by the Agent (and notified to Ideal) to be the weighted
          average of the rates (as notified to the Agent by the Lenders prior to
          the first day of the relevant Interest Period) which represent the
          cost to each Lender of funding its portion of such unpaid sum during
          such period from whatever sources and in whatever manner it may
          select; and

     18.3.2 if the unpaid sum is of the principal amount of a LIBOR Revolving
          Loan which became due and payable other than on the last day of any
          Interest Period relating to it, the first default period applicable to
          that unpaid sum shall be of a duration equal to the unexpired portion
          of that Interest Period and the rate of interest applicable to it
          during that Interest Period shall be the rate per annum equal to the
          sum of two per cent (2%) and the rate applicable to it immediately
          before it became due.

18.4 PAYMENT AND COMPOUNDING OF DEFAULT INTEREST

     Any interest accrued due under clause 18.3 in respect of an unpaid sum
     shall be due and payable and shall be paid by the relevant Obligor at the
     end of the period by reference to which it is calculated or on such other
     date as the Agent may specify by written notice to Ideal. If not paid on
     the due date, the interest shall be added to and form part of the unpaid
     sum on which interest shall accrue and be payable in accordance with the
     provisions of this clause 18.

19   INDEMNITIES AND CURRENCY OF ACCOUNT

19.1 GENERAL INDEMNITIES

     Ideal shall (or will procure that an Obligor will) indemnify on demand each
     of the Beneficiaries against any funding or other cost, loss (including any
     foreign exchange contract loss incurred by any of them), expense or
     liability which it may sustain or incur, directly or indirectly, as a
     result of:


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     19.1.1 a Loan not being made by reason of any of the conditions set out in
          Schedule 2 not being satisfied or any Borrower cancelling or
          purporting to cancel a Utilisation Notice; or

     19.1.2 the occurrence of any Default; or

     19.1.3 the receipt or recovery by it (or the Agent on its behalf) of all or
          any part of its share of any Loan or unpaid sum other than on the last
          day of any Interest Period relating to that Loan or unpaid sum.

19.2 BREAK COSTS

     Ideal's liability under clause 19.1.3 shall include the amount (if any) by
     which (i) the additional interest which would have been payable under this
     Agreement on the amount so received or recovered had it been received or
     recovered by the relevant party on the last day of the relevant Interest
     Period exceeds (ii) the amount of interest which, in the opinion of the
     Beneficiary concerned, would have been payable to such Beneficiary on the
     last day of that Interest Period in respect of a deposit denominated in the
     currency of the Loan or unpaid sum in question equal to the amount so
     received or recovered placed by it with a prime bank in London for a period
     starting on the second business day following the date of such receipt or
     recovery and ending on the last day of that Interest Period. For the
     avoidance of doubt (but without prejudice to their obligations to pay break
     costs), neither Ideal nor any other relevant Obligor shall be liable to
     compensate any Beneficiary for any loss of Applicable Margin if any amount
     is repaid, prepaid or cancelled by virtue of the operation of clauses 9.3
     or 12.1.2.

19.3 CURRENCY INDEMNITY

     Any amount received or recovered by any Beneficiary in respect of any sum
     expressed to be due to it from any Obligor under any Finance Document in a
     currency other than the currency (the "CONTRACTUAL CURRENCY") in which such
     sum is so expressed to be due (whether as a result of, or of the
     enforcement of, any judgment or order of a court or tribunal of any
     jurisdiction, the winding-up of such Obligor or otherwise) shall only
     constitute a discharge to such Obligor to the extent of the amount of the
     contractual currency that the recipient is able, in accordance with its
     usual practice, to purchase with the amount of the currency so received or
     recovered on the date of receipt or recovery (or, if later, the first date
     on which such purchase is practicable). If the amount of the contractual
     currency so purchased is less than the amount of the contractual currency
     so expressed to be due, such Obligor shall indemnify the recipient against
     any loss sustained by it as a result, including the cost of making any such
     purchase.

19.4 INDEMNITY TO THE AGENT

     Ideal shall (or shall procure that an Obligor shall) promptly indemnify the
     Agent against any cost, loss or liability incurred by the Agent (other than
     any loss


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     occasioned by the gross negligence or wilful misconduct of the Agent) as a
     result of:

     19.4.1 investigating any event which it reasonably believes is a Default;
          or

     19.4.2 entering into or performing any foreign exchange contract for the
          purposes of any Loan being made in a Foreign Currency; or

     19.4.3 acting or relying on any notice, request or instruction which it
          believes to be genuine, correct and appropriately authorised.

19.5 NATURE OF INDEMNITIES

     Each of the indemnities in this clause 19 constitutes a separate and
     independent obligation from the other obligations in this Agreement, shall
     give rise to a separate and independent cause of action, shall apply
     irrespective of any time or indulgence granted by the Agent or any Lender
     and shall continue in full force and effect notwithstanding any order,
     judgment, claim or proof for a liquidated amount in respect of any sum due
     under this Agreement or any other judgment or order.

20   PAYMENTS

20.1 CURRENCY OF ACCOUNT AND PAYMENT

     Sterling is the currency of account and payment for all sums at any time
     due from the Borrower under or in connection with any of the Finance
     Documents (including damages) provided that (i) each repayment of a Loan or
     a part thereof shall be made in the currency in which such Loan is
     denominated at the time of that repayment; (ii) each payment of interest
     shall be made in the currency in which the sum in respect of which such
     interest is payable is denominated; (iii) each payment in respect of costs
     and expenses shall be made in the currency in which the same were incurred;
     and (iv) any amount expected to be payable in a currency other than
     sterling shall be paid in that other currency.

20.2 PAYMENTS BY THE BORROWER AND THE LENDERS

     On each date on which this Agreement requires an amount to be paid by any
     Obligor or any of the Lenders to the Agent, that Obligor or, as the case
     may be, such Lender shall make the same available to the Agent:

     20.2.1 where such amount is denominated in sterling, by payment in sterling
          and in same day funds (or in such other funds as may for the time
          being be customary in London for the settlement in London of banking
          transactions in sterling) to the Agent at Bank of America, NA, 5
          Canada Square, London, E14 5AQ, sort code 16-50-50, Attn: Loans
          Service (or as the Agent may otherwise specify for this purpose); or


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     20.2.2 where such amount is denominated in a Foreign Currency (other than
          euro), by payment in such Foreign Currency and in immediately
          available, freely transferable, cleared funds to such account with
          such bank in the principal financial centre of the country of such
          Foreign Currency as the Agent may specify for this purpose; or

     20.2.3 where such amount is denominated in euro, such sum shall be made
          available to the Agent by payment in euro and in immediately
          available, freely transferable, cleared funds to such account with
          such bank in such principal financial centre in such participating
          member state of the European Union or in London as the Agent shall
          from time to time nominate for this purpose.

20.3 PAYMENTS BY THE AGENT

     Save as otherwise provided herein, each payment received by the Agent for
     the account of another person pursuant to clause 20.2 shall be made
     available by the Agent (subject, without any liability therefor, for delays
     outside the Agent's control in crediting cleared funds) to such other
     person (in the case of a Lender, for the account of its Facility Office)
     for value the same day (provided that such payment has been received by the
     Agent by no later than 12.00 noon) by transfer to such account of such
     person with such bank in the principal financial centre of the country of
     the currency of such payment as such person shall have previously notified
     to the Agent or (in the case of a Borrower) in the agreed currency
     denomination to the account of that Borrower specified in the Utilisation
     Notice.

20.4 PAYMENTS DUE ON NON-BUSINESS DAYS

     If any payment of principal, interest, premium or other sum to be made
     hereunder becomes due and payable on a day other than a business day, the
     due date of payment shall be extended to the next succeeding business day
     and interest thereon shall be payable at the applicable interest rate
     during such extension (unless that next succeeding business day falls in
     the following calendar month in which case the due date of payment shall be
     the immediately preceding business day).

20.5 IMPRACTICABLE TO MAKE PAYMENTS

     If, at any time, it shall become impracticable (by reason of any action of
     any governmental authority or any change in law, exchange control
     regulations or any similar event) for any Obligor to make any payments
     hereunder in the manner specified in clause 20.2, then that Obligor may
     agree with each or any of the Lenders to make alternative arrangements for
     the payment direct to such Lender of amounts due to such Lender hereunder
     provided that, in the absence of any such agreement with any Lender, that
     Obligor shall be obliged to make all payments due to such Lender in the
     manner specified in this Agreement. Upon reaching such agreement the
     relevant Obligor and such Lender shall immediately


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     notify the Agent and shall thereafter promptly notify the Agent of all
     payments made direct to such Lender.

20.6 NO SET-OFF OR COUNTERCLAIM

     All payments made by an Obligor under this Agreement shall be made free and
     clear of and without any deduction for or on account of any set-off or
     counterclaim.

20.7 REFUNDING OF PAYMENTS

     Where a sum is to be paid to the Agent under this Agreement for account of
     another person, the Agent shall not be obliged to (but may) make the same
     available to that other person until it has been able to establish to its
     satisfaction that it has actually received that sum. If and to the extent
     that it does so but it proves to be the case that it had not actually
     received the sum which it paid out, then, the person to whom the Agent made
     that sum available shall on request refund it to the Agent and that person
     or (at the option of the Agent) the person by whom that sum should have
     been made available shall on request pay to the Agent the amount (as
     certified by the Agent) which will indemnify the Agent against any funding
     or other cost, loss, expense or liability which it may have sustained or
     incurred as a result of paying out that sum before receiving it.

20.8 DEBIT TO LOAN ACCOUNT

     The Agent is hereby authorised to debit all Swingline Loans and all
     Reference Rate Revolving Loans and interest thereon to a loan account or
     accounts denominated in the currency denomination of each such Loan
     maintained with the Agent. All fees, commissions, costs, expenses and other
     charges under or pursuant to the Finance Documents and all payments made
     and out-of-pocket expenses incurred by the Agent and/or the Lenders
     pursuant to the Finance Documents will be debited to such loan account(s)
     as of the date due from the relevant Borrower or the date paid or incurred
     by the Agent and/or the Lenders, as the case may be.

20.9 CHANGE OF CURRENCY TO EURO

     With effect from the date (if any) upon which sterling is converted into
     euro in accordance with EMU legislation:

     20.9.1 REDENOMINATION: each obligation under this Agreement of any party to
          this Agreement which, up to such time, had been denominated in
          sterling shall be redenominated into euro in accordance with EMU
          legislation provided that, if and to the extent that any EMU
          legislation provides that an amount denominated either in euro or in
          sterling as a national currency unit of the euro can be paid by the
          debtor either in euro or in that national currency unit, each party to
          this Agreement


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          shall be entitled to pay or repay any such amount either in euro or in
          sterling as such national currency unit;

     20.9.2 ROUNDING: without prejudice and in addition to any method of
          conversion or rounding prescribed by any EMU legislation and without
          prejudice to the respective liabilities for indebtedness of any
          Obligor to the Beneficiaries and the Beneficiaries to any Obligor
          under or pursuant to this Agreement each reference in this Agreement
          to a minimum amount (or an integral multiple thereof) in sterling to
          be paid to or by the Agent and/or the Lenders shall be replaced by a
          reference to such reasonably comparable and convenient amount (or an
          integral multiple thereof) in euro as the Agent (after consultation
          with Ideal but without prejudice to its rights under this clause
          20.9.2) may from time to time specify; and

     20.9.3 CONSEQUENTIAL CHANGES: each provision of this Agreement shall be
          subject to such reasonable changes of construction as the Agent may
          (after consultation with Ideal but without prejudice to its rights
          under this clause 20.9.3)from time to time specify to be necessary or
          appropriate to reflect the changeover of sterling to euro.

20.10 ORDER OF DISTRIBUTION TO LENDERS

     If the amount received by the Agent from an Obligor (or, as the case may
     be, from the Security Trustee pursuant to the exercise by the Security
     Trustee of any rights or powers it may have pursuant to the Security
     Documents) on any date is less than the total sum due under this Agreement
     on that date, the Agent shall apply that amount in or towards payment of
     the following sums in the following order:

     20.10.1 first, in or towards payment of any sum then due to the Agent in
          its capacity as such;

     20.10.2 secondly, in or towards payment of any sum then due to the Arranger
          in its capacity as such;

     20.10.3 thirdly, in or towards payment pro rata of any sums (other than
          principal of or interest on the Loans) then due to the Lenders (or any
          of them);

     20.10.4 fourthly, in or towards payment pro rata of any interest then due;

     20.10.5 fifthly, in or towards payment pro rata of any principal then due,

     and any such applications shall be made notwithstanding any purported
     appropriation to the contrary by any person.


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21   SET-OFF

     Each Obligor authorises any other party to this Agreement at any time after
     an Event of Default has occurred and is continuing and without prior notice
     to that Obligor to apply any credit balance (whether or not then due) to
     which that Obligor is at any time beneficially entitled on any account at
     any office of that party in or towards satisfaction of any sum then due
     from it to that party under this Agreement and unpaid and for this purpose
     to purchase with the monies standing to the credit of any such account such
     other currencies as may be necessary to effect such application (but so
     that nothing in this clause 21 shall be effective to create a charge). No
     party shall be obliged to exercise any of its rights under this clause
     which shall be without prejudice to and in addition to any right of
     set-off, combination of accounts, lien or other right to which it is at any
     time otherwise entitled (whether by operation of law, contract or
     otherwise).

22   FEES

22.1 UNUSED LINE FEE

     For every month during the term of this Agreement, Ideal shall (or shall
     procure that another Obligor shall) pay the Agent for the account of the
     Lenders a fee (the "UNUSED LINE FEE") in an amount equal to 0.25% per
     annum, multiplied by the average daily amount by which the Total
     Commitments exceed the sum of the sterling equivalent of (i) the average
     daily outstanding amount of the Revolving Loans and Swingline Loans during
     such month (with the outstanding amount of Revolving Loans and Swingline
     Loans calculated for this purpose by applying payments immediately upon
     receipt), (ii) the maximum contingent liability of the Issuer under each
     Letter of Credit and Guarantee or, if any demand is made under any Letter
     of Credit or Guarantee, the average daily amount outstanding under any
     account to which any such payment made thereunder is debited and (iii) the
     Invoice Discounting Facility Exposure. Such fee shall be calculated on the
     basis of a year of three hundred sixty five (365) days and actual days
     elapsed, and shall be payable to the Agent on the first day of each month
     following the Closing Date and on the termination of this Agreement, in
     each case with respect to the prior month or portion thereof.

22.2 ARRANGEMENT FEE

     Ideal shall pay to the Arranger for its own account an arrangement fee in
     the amount and at the times agreed in a letter dated on or around the
     Effective Date from the Arranger to Ideal.

22.3 COLLATERAL MANAGEMENT FEE

     Ideal will pay the Agent for its own account a fee of an amount set out in
     a letter dated on or about the date of the Third Supplemental Agreement
     addressed by the Agent to Ideal (the "COLLATERAL MANAGEMENT FEE"). The
     total amount of such fee shall be deemed to have accrued due and become
     payable in full on the


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     Effective Date (as defined in the Third Supplemental Agreement) but the
     Agent agrees, subject to clause 29.3 (Effect of Termination), that such fee
     shall be paid in equal instalments on the Effective Date (as defined in the
     Third Supplemental Agreement) and on the first day of each calendar month
     thereafter prior to the termination of this Agreement.

22.4 AUDIT FEE

     Ideal shall pay to the Agent for its own account an audit fee of L500 per
     day per field examiner charge (the "AUDIT FEE") in respect of the periodic
     inspection of the Collateral required by the Agent in accordance with this
     Agreement and shall also pay on demand all out of pocket expenses incurred
     by the Agent in connection with any such inspection.

22.5 LETTER OF CREDIT AND GUARANTEE FEE

     Ideal agrees to pay (or procure that the relevant Borrower shall pay) to
     the Agent for account of the Issuer a fee (the "LETTER OF CREDIT AND
     GUARANTEE FEE") equal to 2.50% per annum of the face amount of each Letter
     of Credit or maximum contingent liability under each Guarantee issued by
     the Issuer, plus all out-of-pocket costs, fees and expenses incurred by the
     Issuer (other than where such fees, costs or expenses are indemnified
     pursuant to clause 6.11.2) in connection with the application for, issue
     of, or amendment to any Letter of Credit or Guarantee, such Letter of
     Credit and Guarantee Fee to be calculated on the basis of a year of 365
     days and actual days elapsed and to be payable monthly in arrears on the
     first day of each month following any month in which a Letter of Credit or
     Guarantee was issued and/or in which a Letter of Credit or Guarantee
     remains outstanding and, to the extent that it has been calculated by
     reference to a Letter of Credit or Guarantee denominated other than in
     sterling, shall be satisfied by payment of the sterling equivalent of the
     amount so calculated. Any out-of-pocket costs, fees and expenses incurred
     by the Issuer in connection with the application for, issue of, or
     amendment to any Letter of Credit or Guarantee shall be payable at the time
     of such application, issue or amendment.

22.6 AGENCY AND TRUSTEE FEES

     Ideal shall pay to the Agent and the Security Trustee each for its own
     account the agency fees or, as the case may be, the trustee fees specified
     in the letter dated on or about the date of this Agreement from the Agent
     and the Security Trustee respectively to Ideal. The full amount of such
     fees shall be deemed to have accrued due and become payable in full on the
     Closing Date but the Agent and the Security Trustee each agree, subject to
     clause 29.3, that such fees shall be paid in equal instalments on the
     Closing Date and on the first day of each calendar month thereafter prior
     to the termination of this Agreement.


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22.7 ADDITIONAL MONITORING AND ADMINISTRATION FEE

     Without prejudice to any other rights that the Agent, the Security Trustee
     or any of the Beneficiaries may have at such time under this Agreement or
     any other Finance Document, Ideal agrees that, upon the appointment of a
     receiver, administrator, administrative receiver, trustee, examiner or any
     other similar officer or office holder of any Obligor or of any or all of
     the assets of any Obligor or upon an order being made for the winding-up,
     liquidation or dissolution of any Obligor (the date of such event or
     occurrence being the "INSOLVENCY DATE"), Ideal shall become liable to pay
     forthwith to the Agent for its own account, an additional monitoring and
     administrative fee (the "ADDITIONAL MONITORING AND ADMINISTRATION FEE") in
     an amount equal to one per cent. (1%) of the higher of (a) the aggregate
     total of all Accounts then due and owing from any Account Debtor to the
     Borrowers (as determined by the Agent by reference to the most recent
     information provided to it under clause 15.2 and clause 16.4) and (b) the
     Total Commitments, in each case, as at the Insolvency Date.

22.8 TERMINATION FEE

     On the date on which the Loans are finally repaid and each Letter of Credit
     or Guarantee is no longer outstanding, the Borrowers shall pay to the
     Agent, for the account of the applicable Receivables Purchaser, a
     termination fee in an aggregate amount equal to the lesser of (a)
     L10,000,000 and (b) each IDF Portfolio Loss.

23   PRO RATA SHARING

23.1 If a Beneficiary (a "RECOVERING BENEFICIARY") receives or recovers any
     amount from an Obligor other than in accordance with clause 20 and applies
     that amount to a payment due under the Finance Documents then:

     23.1.1 the Recovering Beneficiary shall, within three business days, notify
          details of the receipt or recovery to the Agent;

     23.1.2 the Agent shall determine whether the receipt or recovery is in
          excess of the amount the Recovering Beneficiary would have been paid
          had the receipt or recovery been received or made by the Agent and
          distributed in accordance with clause 20, without taking account of
          any tax which would be imposed on the Agent in relation to the
          receipt, recovery or distribution; and

     23.1.3 the Recovering Beneficiary shall, within three business days of
          demand by the Agent, pay to the Agent an amount (the "SHARING
          PAYMENT") equal to such receipt or recovery less any amount which the
          Agent determines may be retained by the Recovering Beneficiary as its
          share of any payment to be made, in accordance with clause 20.11.


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23.2 REDISTRIBUTION OF PAYMENTS

     The Agent shall treat the Sharing Payment as if it had been paid by the
     relevant Obligor and distribute it between the Beneficiaries (other than
     the Recovering Beneficiary) in accordance with clause 18.9.

23.3 RECOVERING BENEFICIARY'S RIGHTS

     23.3.1 On a distribution by the Agent under clause 23.2 the Recovering
          Beneficiary will be subrogated to the rights of the Beneficiaries
          which have shared in the redistribution.

     23.3.2 If and to the extent that the Recovering Beneficiary is not able to
          rely on its rights under sub-clause 23.3.1 above, the relevant Obligor
          shall be liable to the Recovering Beneficiary for a debt equal to the
          Sharing Payment which is immediately due and payable.

23.4 REVERSAL OF REDISTRIBUTION

     If any part of the Sharing Payment received or recovered by a Recovering
     Beneficiary becomes repayable and is repaid by that Recovering Beneficiary,
     then:

     23.4.1 each Beneficiary which has received a share of the relevant Sharing
          Payment pursuant to clause 23.2 shall, upon request of the Agent, pay
          to the Agent for account of that Recovering Beneficiary an amount
          equal to the appropriate part of its share of the Sharing Payment
          (together with an amount as is necessary to reimburse that Recovering
          Beneficiary for its proportion of any interest on the Sharing Payment
          which that Recovering Beneficiary is required to pay); and

     23.4.2 that Recovering Beneficiary's rights of subrogation in respect of
          any reimbursement shall be cancelled and the relevant Obligor will be
          liable to the reimbursing Beneficiary for the amount so reimbursed.

23.5 EXCEPTIONS

     23.5.1 This clause 23 shall not apply to the extent that the Recovering
          Beneficiary would not, after making any payment pursuant to this
          clause 23, have a valid and enforceable claim against the relevant
          Obligor.

     23.5.2 A Recovering Beneficiary is not obliged to share with any other
          Beneficiary any amount which the Recovering Beneficiary has received
          or recovered as a result of taking legal or arbitration proceedings,
          if:

          (a)  it notified that other Beneficiary of the legal or arbitration
               proceedings; and


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          (b)  that other Beneficiary had an opportunity to participate in those
               legal or arbitration proceedings but did not do so as soon as
               reasonably practicable having received notice and did not take
               separate legal or arbitration proceedings.

24   COSTS, EXPENSES AND STAMP DUTIES

24.1 INITIAL AND CONTINUING COSTS AND EXPENSES

     Ideal shall (or shall procure that an Obligor shall), from time to time on
     demand of the Agent, reimburse the Agent for all costs and expenses
     (including, without limitation, legal fees) together with VAT thereon
     incurred by it in connection with the negotiation, preparation, execution
     and administration of each of the Finance Documents and the completion of
     the transactions contemplated therein and/or any amendment, variation or
     novation of, supplement to, or waiver or consent in respect of, any of the
     Finance Documents, the cost of any appraisals, inspections, verifications
     and audits of the Collateral or Group's operation the costs and expenses of
     forwarding loan proceeds, of the collection of all cheques and other items
     of payment, of the establishment and maintenance of any Receivables Account
     or other account and the costs and expenses of defending any claims made or
     threatened against the Agent arising out of the transactions contemplated
     hereby.

24.2 ENFORCEMENT COSTS AND EXPENSES

     Ideal shall, from time to time on demand of the Agent, reimburse the Agent,
     the Security Trustee and each of the Lenders for all costs and expenses
     (including legal fees and a reasonable estimate of the allocable cost of
     in-house counsel and staff) together with VAT thereon incurred in or in
     connection with the termination of this Agreement or the preservation
     and/or enforcement of any of the rights of any of the Beneficiaries under
     any of the Finance Documents.

24.3 STAMP DUTIES

     Ideal shall (or shall procure that an Obligor shall) pay all stamp,
     registration and other taxes to which any of the Finance Documents or any
     judgment given in connection with any of the Finance Documents is or at any
     time may be subject and shall, from time to time on demand of the Agent,
     indemnify the Agent and any other Beneficiaries against any liabilities,
     costs, claims and expenses resulting from any failure to pay or any delay
     in paying any such tax.

24.4 PROVISIONS RELATING TO PAYMENTS

     All payments to be made by Ideal (or any other Obligor) under this clause
     24 shall be made whether or not any Loan is made or Letter of Credit or
     Guarantee is issued under this Agreement.


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24.5 INDEMNITY BY BANKS

     If Ideal fails to perform any of its obligations under this clause 24, each
     Lender shall (i) in the proportion borne by its Outstandings to the
     aggregate of the Outstandings of all the Lenders; or (ii) if there are no
     Outstandings, in the proportion borne by its Commitment to the Total
     Commitments; or (iii) if there are no Outstandings and the Total
     Commitments have been cancelled at such time, in the proportion borne by
     its Commitment to the Total Commitments immediately before they were
     cancelled (in each case determined, and as at such time as may be
     specified, by the Agent), indemnify the Agent, the Security Trustee and the
     other Lenders against any loss incurred by any of them as a result of such
     failure (save for any failure caused by the gross negligence or wilful
     default of any such party) and Ideal shall forthwith reimburse each Lender
     for any payment made by it pursuant to this clause 24.5.

25   CALCULATIONS AND EVIDENCE OF DEBT

25.1 BASIS OF CALCULATION

     Interest shall accrue from day to day and shall be calculated in the case
     of sterling on the basis of a year of 365 days (or, in the case of dollars
     or euros, 360 days or, in any case where market practice differs, in
     accordance with market practice) and the actual number of days elapsed (not
     counting within any Interest Period the last day of that Interest Period).
     If the basis of accrual of interest or any other amount expressed in this
     Agreement in respect of sterling shall be inconsistent with any convention
     or practice in the London Interbank Market for the basis of accrual of
     interest or any other amount in respect of euro, such expressed basis shall
     be replaced by such convention or practice with effect from the date (if
     any) of conversion of sterling into euro in accordance with EMU
     legislation.

25.2 FAILURE TO SUPPLY QUOTATIONS

     In on any occasion a Reference Bank or a Lender fails to supply the Agent
     with a quotation required of it under any provision of this Agreement, the
     rate for which such quotation was required shall be determined from those
     quotations which are supplied to the Agent.

25.3 LOAN ACCOUNTS

     Each Lender shall maintain in accordance with its usual practice accounts
     evidencing the amounts from time to time lent by and owing to it under this
     Agreement.

25.4 CONTROL ACCOUNT

     The Agent shall maintain on its books a control account or accounts in
     which shall be recorded (i) the amount of any Loan or unpaid sum made or
     arising under this Agreement and each Lender's share in such Loan or unpaid
     sum, (ii) the


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     amount of all principal, interest and other sums due or to become due from
     each Borrower to each of the Lenders under this Agreement and each Lender's
     share in each such amount and (iii) the amount of any sum received or
     recovered by the Agent under this Agreement and each Lender's share in such
     amount.

25.5 LENDERS' BOOKS AND RECORDS.

     Each Obligor agrees that the Agent's and the Lenders' books and records
     showing all amounts from time to time lent by and owing to any of them
     under this Agreement and the transactions pursuant to this Agreement and
     the other Finance Documents shall be admissible in any action or proceeding
     arising therefrom, and shall constitute prima facie proof thereof (in the
     absence of manifest error), irrespective of whether any such obligations
     are also evidenced by any other instrument.

25.6 MONTHLY STATEMENTS

     The Agent will provide to Ideal a monthly statement of Loans, payments and
     other transactions pursuant to this Agreement. Such statement shall be
     deemed correct, accurate, and binding on the Obligors and as an account
     stated (except for reversals and reapplications of payments made as
     provided in clause 20.7 and corrections of errors).

25.7 CERTIFICATES

     A certificate by the Agent or any other Finance Party as to any sum payable
     by it under this Agreement or any other Finance Document shall, in the
     absence of manifest error, be conclusive for the purposes of this Agreement
     and such Finance Documents and prima facie evidence in any legal action or
     proceedings arising out of or in connection with this Agreement or any
     other Finance Documents.

25.8 VALUE ADDED TAX

     All consideration (including interest and fees) payable under a Finance
     Document by the Borrower to a Beneficiary shall be deemed to be exclusive
     of any VAT. If VAT is chargeable, the Borrower shall pay to the Beneficiary
     (in addition to and at the same time as paying the consideration) an amount
     equal to the amount of that VAT. Where a Finance Document requires the
     Borrower to reimburse a Beneficiary for any costs or expenses, the Borrower
     shall also at the same time pay and indemnify that Finance Party against
     all VAT incurred by that Finance Party in respect of the costs and
     expenses.


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26   THE AGENT, THE ARRANGER, THE SECURITY TRUSTEE AND THE LENDERS

26.1 APPOINTMENT

     Each Lender, the Arranger and the Security Trustee hereby appoints the
     Agent to act as its agent in connection with this Agreement and the Agent
     and each of the Lenders hereby appoints the Security Trustee to act as its
     trustee under and in relation to the Security Documents pursuant to this
     Agreement and to hold the Trust Property as trustee for the Beneficiaries
     on the trusts and other terms contained in the Security Documents and each
     Beneficiary hereby irrevocably authorises the Agent and the Security
     Trustee to exercise such rights, powers and discretions as are specifically
     delegated to the Agent or, as the case may be, the Security Trustee by the
     terms of this Agreement and the Security Documents together with all such
     rights, powers and discretions as are reasonably incidental thereto
     provided that the Agent may not begin any legal action or proceeding in the
     name of a Lender without its consent.

26.2 ROLE OF THE ARRANGER

     Except as specifically provided in the Finance Documents, the Arranger has
     no obligations of any kind to any other party under or in connection with
     any Finance Document.

26.3 RELATIONSHIPS

     The Agent in its capacity as such is agent for the Security Trustee and the
     Lenders and shall not in any respect be the agent of any Borrower by virtue
     of this Agreement. Nothing in this Agreement shall constitute the Agent or
     the Arranger a trustee or fiduciary for the Security Trustee, any Lender,
     any Borrower or any other person.

26.4 RIGHTS OF THE AGENT AND THE SECURITY TRUSTEE

     Each of the Agent and the Security Trustee may:

     26.4.1 assume that any representation made by any Obligor in connection
          with any of the Finance Documents is true, that no Event of Default
          has occurred and that no Obligor is in breach of or default under its
          obligations under any of the Finance Documents, in each such case
          unless it has actual knowledge or actual notice to the contrary;

     26.4.2 assume that the Facility Office of each Lender is that set out under
          its name at the end of this Agreement or, in the case of a Transferee,
          at the end of the Transfer Certificate to which it is a party as
          Transferee or, in the case of a Lender which is an assignee or other
          successor of another Lender or former Lender, the office notified to
          the Agent by the assignee or other successor on or before the date it
          becomes a


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          Lender or, if the Agent has been notified by any Lender of any change
          to its Facility Office in accordance with the terms of this Agreement,
          that last notified to the Agent;

     26.4.3 engage and pay for the advice or services of any lawyers,
          accountants, surveyors or other experts whose advice or services may
          to it seem necessary, expedient or desirable and rely upon any advice
          so obtained;

     26.4.4 rely as to any matters of fact which might reasonably be expected to
          be within the knowledge of an Obligor upon a certificate signed by or
          on behalf of that Obligor;

     26.4.5 rely upon any communication, certificate, legal opinion or other
          document believed by it to be genuine;

     26.4.6 refrain from exercising any right, power or discretion vested in it
          as agent or, as the case may be, as trustee under any of the Finance
          Documents unless and until instructed by the Majority Lenders as to
          whether or not such right, power or discretion is to be exercised and,
          if it is to be exercised, as to the manner in which it should be
          exercised and shall in all cases be fully protected when acting, or
          refraining from acting, in accordance with instructions from the
          Majority Lenders;

     26.4.7 refrain from acting in accordance with any instructions of the
          Majority Lenders to protect or enforce the rights of any person under
          any of the Finance Documents until it has been indemnified (or
          received confirmation that it will be so indemnified) and/or secured
          to its satisfaction against any and all costs, losses, expenses
          (including legal fees) and liabilities which it will or may expend or
          incur in complying with such instructions;

     26.4.8 retain for its benefit and without liability to account any fee or
          other sum receivable by it for its own account;

     26.4.9 accept deposits, lend money to, provide any advisory or other
          services to or engage in any kind of banking or other business with
          any Company Group and, in each case, may do so without liability to
          account.

26.5 OBLIGATIONS OF THE AGENT AND THE SECURITY TRUSTEE

     Each of the Agent and the Security Trustee shall:

     26.5.1 promptly (or otherwise in accordance with the terms hereof) advise
          each Lender of the contents of any notice or document received by it
          from any Obligor under any of the Finance Documents in its capacity as
          Agent or, as the case may be, Security Trustee, except that details of


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          any such communication relating to a particular Lender shall be
          advised to that Lender only;

     26.5.2 promptly notify each Lender of the occurrence of any Event of
          Default or any default by any Obligor in the due performance of or
          compliance with its obligations under any of the Finance Documents of
          which the Agent or, as the case may be, the Security Trustee has
          actual knowledge or actual notice;

     26.5.3 subject to the foregoing provisions of this clause 26, (in the case
          of the Agent) act as agent under this Agreement or (in the case of the
          Security Trustee) act as trustee for the Beneficiaries in accordance
          with any instructions given to it by the Majority Lenders or as this
          Agreement may require and shall be fully protected in so doing. Unless
          expressly provided otherwise in a Finance Document, any instructions
          given by the Majority Lenders shall be binding on each of the
          Beneficiaries;

     26.5.4 if so instructed by the Majority Lenders, refrain from exercising
          any right, power or discretion vested in it in its capacity as Agent
          (under this Agreement) or in its capacity as Security Trustee (under
          the Finance Documents);

     26.5.5 have only those duties, obligations and responsibilities, which it
          is hereby acknowledged in the case of the Agent are only of a
          mechanical and administrative nature, expressly specified in each of
          the Finance Documents to which it is a party.

26.6 EXONERATION

     None of the Agent, the Arranger or the Security Trustee nor any of their
     respective personnel or agents shall be:

     26.6.1 responsible for the adequacy, accuracy, completeness or
          reasonableness of any representation, warranty, statement, projection,
          assumption or information in any information memorandum or similar
          document prepared in connection with any proposed syndication of the
          Facilities, any Finance Document or any notice or other document
          delivered under or in connection with any Finance Document;

     26.6.2 responsible for the execution, delivery, validity, legality,
          adequacy, enforceability or admissibility in evidence of any Finance
          Document or any such notice or other document;

     26.6.3 obliged to enquire as to the occurrence or continuation of a Default
          or Event of Default or the performance or compliance by any Obligor
          with its obligations under any Finance Documents;


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     26.6.4 bound to account to any person for any sum or the profit element of
          any sum received by it for its own account;

     26.6.5 bound to disclose to any other person any information relating to
          any Obligor or any Group Company, if such disclosure would or might in
          its opinion constitute a breach of any law or regulation or be
          otherwise actionable at the suit of any person.

26.7 CREDIT ASSESSMENT

     Each Lender confirms that it has itself been, and will continue to be,
     solely responsible for making its own independent investigation and
     appraisal of the business and operations, financial condition, prospects,
     creditworthiness, status and affairs of each Borrower, each other Obligor
     and each Group Company or any other person and has not relied, and will not
     at any time rely, on the Agent, the Security Trustee or any other Lender:

     26.7.1 to check or enquire on its behalf into the adequacy, accuracy,
          completeness or reasonableness of any representation, warranty,
          statement, projection, assumption or information provided by any
          Obligor or any other person under or in connection with any Finance
          Document or the transactions contemplated in any Relevant Agreement
          (whether or not such information has been or is at any time hereafter
          circulated to it by the Agent or the Security Trustee including any
          contained in any information memorandum or similar document prepared
          in connection with any proposed syndication of the Facilities); or

     26.7.2 to assess or keep under review on its behalf the business and
          operations, financial condition, prospects, creditworthiness, status
          or affairs of any Borrower, other Obligor or Group Company or any
          other person.

26.8 THE AGENT AND THE SECURITY TRUSTEE AS LENDERS

     The Agent and the Security Trustee shall each have the same rights and
     powers with respect to its Commitment and Outstandings (if any) as any
     other Lender and may exercise those rights and powers as if it were not
     also acting as the Agent or, as the case may be, the Security Trustee.

26.9 INDEMNITY

     Each Lender agrees that it shall, from time to time on demand of the Agent
     and/or Security Trustee, indemnify the Agent and/or Security Trustee (to
     the extent not reimbursed by Ideal or any other Obligor and without
     prejudice to any liability of the Borrower under this Agreement) (i) in the
     proportion borne by its Outstandings to the aggregate of the Outstandings
     of all the Lenders; or (ii) if there are no Outstandings, in the proportion
     borne by its Commitment to the Total


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     Commitments; or (iii) if there are no Outstandings and the Total
     Commitments have been cancelled at such time, in the proportion borne by
     its Commitment to the Total Commitments immediately before they were
     cancelled (in each case determined, and as at such time as may be
     specified, by the Agent), against all costs, claims, expenses (including
     legal fees) and liabilities which it may sustain or incur in connection
     with this Agreement or the performance of its obligations and
     responsibilities under this Agreement save to the extent that they are
     sustained or incurred by reason of the gross negligence or wilful
     misconduct of the Agent or the Security Trustee or any of its personnel or
     agents and Ideal shall (or shall procure that an Obligor shall) forthwith
     reimburse each Lender for any payment made by it pursuant to this clause
     26.9.

26.10 RESIGNATION

     26.10.1 RESIGNATION: Each of the Agent and the Security Trustee may
          following consultation with Ideal and the Lenders resign its
          appointment under any of the Finance Documents at any time by giving
          not less than thirty days' notice in writing to that effect to each of
          the other parties to this Agreement provided that such resignation
          shall not become effective until a successor to the Agent or, as the
          case may be, the Security Trustee has been appointed and accepted its
          appointment in accordance with the following provisions of this clause
          26.10 and, in the case of the Security Trustee, all necessary
          documents have been entered into to ensure that the benefit of the
          Security Documents is held by such successor.

     26.10.2 APPOINTMENT OF SUCCESSOR: If the Agent or, as the case may be, the
          Security Trustee gives notice of its resignation the Majority Lenders
          may appoint a successor. If the Majority Lenders have not within sixty
          days after such notice of resignation appointed a successor to the
          Agent or, as the case may be, the Security Trustee (which shall, in
          either such case, be a reputable and experienced bank with an office
          in London) which shall have accepted such appointment, the retiring
          Agent or, as the case may be, Security Trustee shall have the right to
          appoint such a successor itself.

     26.10.3 DISCHARGE: If a successor to the Agent or, as the case may be,
          Security Trustee is appointed under the provisions of this clause
          26.10 then the retiring Agent or, as the case may be, retiring
          Security Trustee shall be discharged from any further obligations
          under the Finance Documents but shall remain entitled to the benefit
          of the provisions of this clause 26 and its successor and each of the
          other parties to this Agreement shall have the same rights and
          obligations amongst themselves as they would have had if such
          successor had been a party to this Agreement.

     26.10.4 DISCLOSURE: The retiring Agent or, as the case may be, Security
          Trustee, shall make available to its successor such documents and
          records and provide such assistance as the successor may reasonably
          request for the purpose of performing its functions under the Finance
          Documents. Notwithstanding any provision in any Finance Document to
          the contrary, neither the Agent nor the Security Trustee shall be
          obliged to disclose to any person any confidential or other
          information if


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          the disclosure would or might in its reasonable opinion constitute a
          breach of any law or fiduciary duty.

27   TRUSTEE PROVISIONS

27.1 DECLARATION OF TRUST

     The Security Trustee shall hold the Trust Property in trust for the benefit
     of the Beneficiaries on the terms and subject to the conditions set out in
     this Agreement and the terms of the other Finance Documents. Each
     Beneficiary hereby confirms its approval of the Finance Documents and any
     security created or to be created pursuant thereto and hereby authorises,
     empowers and directs the Security Trustee (by itself or such person(s) as
     it may nominate) to execute and enforce the same as trustee (and whether or
     not expressly in the Beneficiaries' names) on its behalf.

27.2 PERPETUITY PERIOD

     The perpetuity period under the rule against perpetuities (if applicable)
     shall be the period of eighty years from the date of this Agreement.

27.3 SUMS RECEIVED BY THE SECURITY TRUSTEE

     Pending distribution under clause 27.4, the Security Trustee shall, if
     reasonably practicable, place any sum received, recovered or held by it in
     respect of the Trust Property in an interest bearing suspense account with
     a bank or financial institution in the name of or under the control of the
     Security Trustee. The interest paid on such account shall be credited to
     the relevant account.

27.4 APPLICATION OF SUMS RECEIVED

     Subject to the other provisions of this clause 27, the Security Trustee
     shall apply all amounts standing to the credit of any account referred to
     in clause 27.3 and any other amounts realised pursuant to the exercise of
     any rights or powers it might have pursuant to any of the Security
     Documents:

     27.4.1 first, in the payment of any costs, charges and expenses of or
          incidental to the appointment of any Receiver pursuant to the Security
          Documents, the payment of his remuneration and the payment and
          discharge of any other Expenses incurred by or on behalf of the
          Receiver;

     27.4.2 secondly, in or towards payment of any debts or claims which are by
          statute payable in preference to the Secured Obligations but only to
          the extent to which such debts or claims have such preference;

     27.4.3 thirdly, in or towards payment and discharge pro rata of any Secured
          Obligations then due, owing or incurred to the Security Trustee, in
          its capacity as Security Trustee (and not in any other capacity) for
          its own account; and


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     27.4.4 fourthly, in payment to the Agent to be applied by the Agent in or
          towards payment and discharge of the balance of the Secured
          Obligations (if any) in accordance with the provisions of clause 20.10
          provided that, when distributing sums in accordance with this clause
          27.4, the Security Trustee will treat any contingent liability as an
          actual liability and distribute to the party entitled thereto
          accordingly. Any such party receiving sums in respect of a contingent
          liability shall place such sums on deposit with such bank (not being a
          bank entitled to exercise any right of set-off or combination or
          consolidation of accounts or having the benefit of any encumbrance
          over such deposit) and on such terms as the Security Trustee may
          approve and, if such contingent liability shall fail to mature, shall
          return such sums (together with any interest earned thereon) to the
          Security Trustee for distribution in accordance with the terms of this
          clause 27.4.

27.5 SECURITY TRUSTEE'S SOLE RIGHT TO APPROPRIATE

     No Obligor shall have the right to appropriate any payment to, or other sum
     received, recovered or held by, the Security Trustee in or towards payment
     of any particular part of the Secured Obligations and the Security Trustee
     shall have the exclusive right to appropriate any such payment or other sum
     as provided in this clause 27.

27.6 TIMING OF DISTRIBUTION

     Distributions by the Security Trustee shall be made at such times as the
     Security Trustee in its absolute discretion determines to be as soon as is
     reasonably practicable, having regard to all relevant circumstances, and
     the Security Trustee shall have no liability whatsoever for any loss or
     damage which any Beneficiary might sustain as a consequence of the timing
     of any such distribution.

27.7 DATE FOR CALCULATION OF SECURED OBLIGATIONS

     For the purpose of any distribution by the Security Trustee, the Security
     Trustee may, by notice to the Beneficiaries, fix a date (being not earlier
     than the date of such notice) as at which the amount of the Secured
     Obligations are to be calculated.

27.8 CERTIFICATE FROM BENEFICIARY

     For the purposes of determining the amount of any payment to be made to any
     Beneficiary pursuant hereto the Security Trustee shall be entitled to call
     for and rely upon (and it is the intention of the parties that the Security
     Trustee shall rely upon) a certificate from the relevant Beneficiary of the
     amount and nature of any amount due, owing or incurred to the relevant
     Beneficiary at the date fixed by the Security Trustee for such purpose and
     as to such other matters as the Security Trustee may deem necessary or
     desirable to enable it to make a distribution.


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27.9 MISTAKEN PAYMENTS

     If the Security Trustee makes any distribution contrary to any of the
     provisions of this clause 27 or any distribution made by it otherwise
     transpires to have been invalid or the Security Trustee and the person
     receiving such distribution agree that it should be refunded, the recipient
     shall, to the extent that no charge is thereby created, hold the proceeds
     of that distribution on trust to repay to the Security Trustee forthwith on
     demand. If the trust imposed by this clause 28.9 cannot be given effect to
     for whatever reason, including the possible creation thereby of a charge,
     the relevant recipient shall, if and when so requested by the Security
     Trustee, pay an amount equal to the proceeds of that distribution required
     to be held on trust to the Security Trustee.

27.10 SUPPLEMENT TO TRUSTEE ACTS 1925 & 2000

     By way of supplement to the Trustee Acts 1925 & 2000 it is expressly
     declared as follows:

     27.10.1 EXPERTS: the Security Trustee may, in relation to the Security
          Documents, act or rely upon the opinion or advice of, or any
          information obtained from, any lawyer, valuer, surveyor, broker,
          auctioneer, accountant or other expert commissioned by the Security
          Trustee and shall not be responsible to anyone for any loss or damage
          occasioned by so acting or relying. Any such opinion, advice or
          information may be sent or obtained by letter, fax, e-mail or
          otherwise and the Security Trustee will not be liable to anyone for
          acting in good faith on any opinion, advice or information purporting
          to be conveyed by such means even if it contains some error or is not
          authentic or validly signed;

     27.10.2 CERTIFICATE OF IDEAL: the Security Trustee may call for and may
          accept as sufficient evidence a certificate of Ideal signed by any
          director of Ideal to the effect that any particular dealing,
          transaction, step or thing is, in the opinion of such director,
          suitable or expedient or as to any other fact or matter upon which the
          Security Trustee may, in the exercise of any of its rights, powers or
          duties hereunder, require to be satisfied and the Security Trustee
          need not call for further evidence and will not be responsible to
          anyone for any loss or damage occasioned by acting on any such
          certificate;

     27.10.3 INTERPRETATION OF SECURITY DOCUMENTS: the Security Trustee (as
          between itself and each of the Beneficiaries) shall have full power to
          determine in good faith all questions and doubts arising in relation
          to any of the provisions of the Security Documents and every such
          determination, whether made upon such a question actually raised or
          implied in the acts or proceedings of the Security Trustee, shall be
          conclusive and shall (save for manifest error) bind the Security
          Trustee and each Beneficiary;


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     27.10.4 TITLE: the Security Trustee shall accept without enquiry,
          requisition, objection or investigation such title as any Borrower
          (or, as the case may be, any Obligor) has to the Trust Property to the
          intent that the Security Trustee shall not in any way be responsible
          for its inability to exercise any of its rights or powers or duties
          hereunder or for any loss or damage thereby occasioned;

     27.10.5 PERFECTION OF SECURITY: the Security Trustee shall not be liable
          for any failure, omission or defect in perfecting any security created
          or purported to be created by or pursuant to any of the Security
          Documents including (without prejudice to the generality of the
          foregoing):

          (a)  failure to obtain any licence, consent or other authority for the
               execution, delivery, validity, legality, adequacy, performance,
               enforceability or admissibility in evidence of any of the
               Security Documents or any other document;

          (b)  failure to effect or procure registration of or otherwise protect
               any security created or purported to be created by or pursuant to
               any of the Security Documents or any other document by
               registering under any applicable registration laws in any
               territory, any notice, caution or other entry prescribed by or
               pursuant to the provisions of the said laws;

          (c)  failure to take or require any of the Obligors to take any steps
               to render the security created or purported to be created by or
               pursuant to any of the Security Documents effective as regards
               any property outside England and Wales or to secure the creation
               of any ancillary charge under the laws of any territory
               concerned; or

          (d)  failure to call for delivery of documents of title to or require
               transfers, legal mortgages, charges or other further assurances
               in relation to any of the Trust Property;

     27.10.6 ACTS AND OMISSIONS: the Security Trustee shall not in fulfilling
          its duties and discharging its responsibilities as Security Trustee be
          liable or responsible for any loss or damage which may result from
          anything done or omitted to be done by it in accordance with the
          provisions of the Security Documents;

     27.10.7 COMPLIANCE WITH LAWS: the Security Trustee may refrain from doing
          anything which would or might in its opinion be contrary to any law of
          any jurisdiction or any regulation or which would or might otherwise
          render it liable to any person and may do anything which is, in its
          absolute discretion, necessary to comply with any such law or
          regulation;


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     27.10.8 DEPOSIT OF SECURITY DOCUMENTS: the Security Trustee shall be at
          liberty to place all title deeds and other documents certifying,
          representing or constituting the title to any of the Trust Property
          for the time being in its hands in any safe deposit, safe or
          receptacle selected by the Security Trustee or with any bankers or
          banking company (including the Security Trustee or the Agent or any of
          the other Beneficiaries) or company whose business includes
          undertaking the safe custody of documents or solicitors or firm of
          solicitors, may pay all reasonable sums required to be paid on account
          of or in respect of such deposit and may make any such arrangements as
          it thinks fit for allowing any of the Obligors or their respective
          lawyers or auditors access to or possession of such title deeds and
          other documents when necessary or convenient and the Security Trustee
          shall not be responsible for any loss incurred in connection with any
          such deposit, access or possession;

     27.10.9 USE OF NOMINEES: any investment of any part or all of the Trust
          Property may, at the discretion of the Security Trustee, be made or
          retained in the names of nominees;

     27.10.10 DELEGATION: the Security Trustee may, whenever it thinks fit,
          delegate by power of attorney or otherwise to any person or persons,
          or fluctuating body of persons, all or any of the rights, powers,
          authorities and discretions vested in it by any of the Finance
          Documents and such delegation may be made upon such terms and subject
          to such conditions (including the power to sub-delegate) and subject
          to such regulations as it may think fit and it shall not be bound to
          supervise, or to be in any way responsible for any loss, liability,
          costs, charges or expenses incurred by reason of any misconduct or
          default on the part of, any such delegate or sub-delegate (other than
          as a result of its gross negligence or wilful misconduct); and

     27.10.11 INSURANCE: without prejudice to any other provision of any of the
          Finance Documents, the Security Trustee shall not be under any
          obligation to insure any of the Trust Property or to require any other
          person to maintain any such insurance and shall not be responsible for
          any loss or damage which may be suffered by any person as a result of
          the lack of or inadequacy or insufficiency of any such insurance.

27.11 REGISTRATION AS JOINT PROPRIETOR

     Each of the Beneficiaries hereby confirms and agrees that it does not wish
     to be registered in accordance with Rule 146 of the Land Registration Rules
     1925 as the joint proprietor of any mortgage or charge created pursuant to
     any Finance Document and accordingly authorises the Security Trustee to
     hold such mortgage or charge in its sole name as agent and trustee for the
     Beneficiaries and hereby requests the Land Registry to register the
     Security Trustee as the sole proprietor of any such mortgage or charge.


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27.12 RELATIONSHIP WITH THE BENEFICIARIES

     The Security Trustee shall, for the purposes of the Finance Documents, be
     entitled to deal with each of the Beneficiaries by dealing exclusively with
     the Agent.

27.13 INDEMNITY PROVISIONS

     The Security Trustee and every attorney, agent or other person appointed by
     it under any of the Finance Documents may indemnify itself or himself out
     of the Trust Property against all claims, demands, liabilities,
     proceedings, costs, fees, charges, losses and expenses incurred by any of
     them in relation to or arising out of the taking or holding of the Trust
     Property, the exercise or purported exercise of the rights, trusts, powers
     and discretions vested in any of them or any other matter or thing done or
     omitted to be done in connection with any of the Finance Documents or
     pursuant to any law or regulation (otherwise than as a result of its gross
     negligence or wilful misconduct). Any appointee referred to above may enjoy
     the benefit and enforce the terms of this clause 27.13 in accordance with
     the provisions of the Contracts (Rights of Third Parties) Act 1999.

27.14 APPOINTMENT OF ADDITIONAL SECURITY TRUSTEES

     The Security Trustee may at any time appoint any person (whether or not a
     trust corporation) to act either as a separate trustee or as a co-trustee
     jointly with it (i) if it considers such appointment to be in the interests
     of the Beneficiaries or (ii) for the purposes of conforming to any legal
     requirements, restrictions or conditions which the Security Trustee deems
     relevant for the purposes hereof and the Security Trustee shall give prior
     notice to the Obligors of any such appointment. Any person so appointed
     shall (subject to the provisions of the Finance Documents) have such
     powers, authorities and discretions and such duties and obligations as
     shall be conferred or imposed on such person by the instrument of
     appointment and shall have the same rights, powers, discretions and
     benefits under the Finance Documents as the Security Trustee. Save where
     the contrary is indicated or unless the context otherwise requires any
     reference in the Finance Documents to the Security Trustee shall be
     construed as a reference to the Security Trustee and each such separate
     trustee and co-trustee. The Security Trustee shall have power in like
     manner to remove any person so appointed. Such remuneration as the Security
     Trustee may pay to any person so appointed, and any costs, charges and
     expenses incurred by such person in performing its functions pursuant to
     such appointment, shall for the purposes hereof be treated as costs,
     charges and expenses incurred by the Security Trustee in performing its
     function as trustee hereunder.


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28   ASSIGNMENTS AND TRANSFERS

28.1 BENEFIT OF AGREEMENT

     This Agreement shall be binding upon and enure to the benefit of each of
     the parties to it, any Transferee which becomes a party to it pursuant to a
     Transfer Certificate and each of their respective successors and assigns.

28.2 ASSIGNMENTS AND TRANSFERS BY AN OBLIGOR

     No Obligor shall be entitled to assign or transfer all or any of its rights
     or obligations under this Agreement.

28.3 ASSIGNMENTS AND TRANSFERS BY LENDERS

     28.3.1 Any Lender may at any time with the prior consent of the Agent and
          after consultation with Ideal but without the prior consent of Ideal
          or any other party to this Agreement assign all or any of its rights
          under this Agreement to any bank or financial institution which is a
          Qualifying Lender or transfer in accordance with clause 28.4 all or
          any of its rights and obligations under this Agreement to any such
          Qualifying Lender.

     28.3.2 If any Lender assigns all or any of its rights under this Agreement
          in accordance with clause 28.3.1 then, unless and until the assignee
          has agreed with the Agent, the Security Trustee and the other Lenders
          that it shall be under the same obligations towards each of them as it
          would have been under if it had been a party to this Agreement, the
          Agent, the Security Trustee and the other Lenders shall not be obliged
          to recognise such assignee as having the rights against each of them
          which it would have had if it had been a party to this Agreement.

28.4 TRANSFER CERTIFICATE

     If any Lender wishes to transfer all or any of its rights and obligations
     under this Agreement in respect of the whole or any part of any Commitment
     in respect of the Revolving Facility and/or its Outstandings as
     contemplated in clause 28.3.1, then such transfer may be effected by the
     delivery to the Agent of a duly completed and duly executed Transfer
     Certificate but only if it relates to its Commitment and/or its
     Outstandings in respect of all the Facilities in which it is participating
     at that time. Subject to clause 28.5, the Agent shall, on receipt of such
     certificate, countersign it and subject to the terms of that Transfer
     Certificate and on the date specified in that Transfer Certificate:

     28.4.1 each Obligor and the relevant Lender shall, to the extent provided
          in such Transfer Certificate, each be released from further
          obligations to each other under this Agreement and their respective
          rights against each other shall be cancelled (such rights and
          obligations being referred to in this clause 28 as "DISCHARGED RIGHTS
          AND OBLIGATIONS");


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     28.4.2 each Obligor and the Transferee party to the relevant Transfer
          Certificate shall each assume obligations towards, and acquire rights
          from, each other which differ from the discharged rights and
          obligations only insofar as such Obligor and the Transferee have
          assumed and acquired the same in place of such Obligor and that
          Lender;

     28.4.3 the Transferee and the other parties to this Agreement (other than
          the Obligor) shall acquire the same rights and assume the same
          obligations between themselves as they would have acquired and assumed
          had such Transferee been an original party to this Agreement as a
          Lender with the rights and obligations acquired or assumed by it as a
          result of such transfer (and, to that extent, the transferor Lender
          and such other parties shall each be released from further obligations
          to each other).

28.5 ACCEPTANCE AND DELIVERY OF TRANSFER CERTIFICATES

     The Agent shall not be obliged to accept any Transfer Certificate received
     by it under this Agreement on any day on or after the receipt by it of a
     Utilisation Notice and prior to the making of the relative Loan or issue of
     the relevant Letter of Credit or Guarantee. Further, the Agent shall not be
     obliged to accept a Transfer Certificate unless the Lender delivering that
     Transfer Certificate has also delivered to the Agent and the Receivables
     Purchaser a duly signed and dated substitution certificate (as provided for
     in the funding agreement to be entered into between the Lenders and the
     Receivables Purchaser) in connection with the Invoice Discounting
     Agreements in form and substance satisfactory to the Agent and the
     Receivables Purchaser pursuant to which it agrees, amongst other things, to
     participate through its Facility Office in all Prepayments and other
     payments to be made by the Receivables Purchaser under the applicable
     Invoice Discounting Agreement in the proportion which its Commitment bears
     to the Total Commitments immediately prior to the making of such
     Prepayments or other payment. Subject thereto the Agent shall promptly
     deliver a copy of any Transfer Certificate received by it to Ideal.

28.6 RELIANCE ON TRANSFER CERTIFICATES

     The Agent shall be fully entitled to rely on any Transfer Certificate
     delivered to it in accordance with the provisions of this clause 28 which
     is complete and regular on its face as regards its contents and purportedly
     signed on behalf of the Lender and the Transferee and shall have no
     liability or responsibility to any party as a consequence of placing
     reliance on and acting in accordance with any such Transfer Certificate.

28.7 REGISTER OF ASSIGNMENTS, TRANSFERS AND FEES

     28.7.1 REGISTER: The Agent shall (on behalf of the Lenders) maintain at its
          address for the service of notices as specified in clause 31 a
          register in which the Agent shall, as soon as practicable following
          the date of this Agreement and thereafter on each


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          business day following receipt by it of any Transfer Certificate duly
          completed in accordance with the provisions of this clause 28 or any
          certificate signed on behalf of each Lender assigning any of its
          rights hereunder and the person to whom such rights are to be assigned
          (provided the provisions of clause 28.3 have been complied with) and
          in each such case incorporating the administrative details of the
          Transferee or assignee, record (where appropriate in place of the
          corresponding details relating to the transferor or assigning Lender)
          the names, interests and administrative details from time to time of
          the Lenders having rights and/or obligations under this Agreement. The
          Agent shall make the register available for inspection by any party to
          this Agreement during normal banking hours upon receipt by the Agent
          of reasonable prior notice to that effect.

     28.7.2 FEES: On the date upon which the transfer or assignment takes effect
          in accordance with the terms of this Agreement and, as the case may
          be, any Transfer Certificate or assignment documents, the Transferee
          named in the Transfer Certificate or the relevant assignee shall pay
          to the Agent for its own account a transfer fee of L2000.

28.8 CHANGE OF FACILITY OFFICE

     Any Lender may at any time change its Facility Office in relation to its
     Commitment and/or Outstandings by notifying the Agent of the address and
     fax details of such new office.

28.9 DISCLOSURE OF INFORMATION

     The Agent, the Security Trustee or any Lender may (on a confidential basis)
     disclose to any actual or potential assignee, Transferee, sub-participant
     or other person who may otherwise enter into or be proposing to enter into
     contractual relations with the Agent, the Security Trustee or such Lender
     (as the case may be) in relation to this Agreement such information about
     any Borrower, any other Obligor or any other person as it thinks fit.

28.10 INCREASED PAYMENTS FOLLOWING ASSIGNMENT OR TRANSFER

     If at the time of, or immediately after, any assignment or transfer by a
     Lender or any change in its Facility Office, circumstances are such that
     any Obligor would be obliged to pay to an assignee, Transferee (or, in the
     case of a change of Facility Office, the relevant Lender) under clause 10
     or 11 any sum in excess of the sum (if any) which it would have been
     obliged to pay to that Lender under the relevant clause in the absence of
     that assignment, transfer or change, that Obligor shall not be obliged to
     pay that excess.


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29   TERM AND TERMINATION

29.1 EXPIRY OF AGREEMENT

     This Agreement shall expire on the Termination Date unless earlier
     terminated in accordance with the terms of this Agreement.

29.2 RIGHTS TO TERMINATE

     Ideal may terminate this Agreement at any time prior to the Termination
     Date if:

     29.2.1 it gives the Agent sixty (60) days prior written notice of
          termination;

     29.2.2 it has paid and performed in full all its obligations hereunder on
          or prior to the effective date of termination; and

     29.2.3 it pays the Agent, on or prior to the effective date of termination,
          and in addition to any other prepayment premium required hereunder and
          any amounts required by clauses 19.1 and 19.2:

          (a)  2% of the aggregate on such date of (i) the Maximum Revolving
               Credit Line, if such termination is made on or prior to the first
               Anniversary Date;

          (b)  1% of the aggregate on such date of the Maximum Revolving Credit
               Line, if such termination is after the first Anniversary Date but
               on or prior to the second Anniversary Date; and

          (c)  0.5% of the aggregate on such date of the Maximum Revolving
               Credit Line, if such termination is at any time after the second
               Anniversary Date but on or before the third Anniversary Date.

29.3 EFFECT OF TERMINATION

     Upon the effective date of termination of this Agreement for any reason
     whatsoever, the Loans, all unpaid accrued interest or fees and any other
     sum then payable under this Agreement shall become immediately due and
     payable, the Commitment and the Available Commitment of each Lender shall
     be reduced to nil and each relevant Borrower shall immediately arrange for
     the cancellation of each Guarantee or Letter of Credit then outstanding and
     shall deposit with the Security Trustee with respect thereto a Supporting
     Letter of Credit or cash in the same manner as contemplated in clause 6.14.
     Notwithstanding the termination of this Agreement, until all such sums are
     paid and performed in full, the Agent and the Lenders shall retain all
     their rights and remedies hereunder and under all other Finance Documents.


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30   AMENDMENTS, WAIVERS AND REMEDIES

30.1 AMENDMENTS

     Subject to the proviso to this clause 30.1, the Agent may if authorised by
     the Majority Lenders in writing (or to the extent expressly authorised by
     the other provisions of this Agreement or any other document entered into
     pursuant to this Agreement) on behalf of the Lenders amend or vary the
     terms of or waive breaches of or defaults under, or otherwise excuse
     performance of any provision of, or grant consents under, this Agreement or
     any such other document. Any amendment, variation, waiver, release or
     consent authorised under this clause 30.1 and which is effected by the
     Agent must be in writing and may be given subject to such conditions as the
     person giving it may specify and shall be binding on all the parties to
     this Agreement and the Agent shall be under no liability in respect thereof
     provided that the consent of all the Lenders in writing shall be required
     in respect of:

     30.1.1 any increase in the Total Commitments or change in the Termination
          Date;

     30.1.2 any extension of the date for, or alteration in the amount or
          currency of, any payment of principal, interest, fee or other amounts
          payable under this Agreement;

     30.1.3 any change in the rate at which interest is payable under this
          Agreement;

     30.1.4 the definition of "MAJORITY LENDERS";

     30.1.5 any release or deferment of the granting or perfecting of an
          encumbrance or any of the Collateral except in connection with any
          permitted disposal of Equipment or any disposal permitted under clause
          16.3.2) or any Security Interest or any guarantee or similar
          undertaking provided by any person;

     30.1.6 this clause 30.1.

30.2 WAIVERS

     No failure to exercise, nor any delay in exercising, on the part of the
     Agent, the Security Trustee or any Lender, any right or remedy under this
     Agreement shall operate as a waiver thereof, nor shall any single or
     partial exercise of any right or remedy prevent any further or other
     exercise of such right or remedy or the exercise of any other right or
     remedy. The rights and remedies provided in this Agreement are cumulative
     and not exclusive of any rights or remedies provided by law.


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31   PARTIAL INVALIDITY

     If, at any time, any provision of the Finance Documents is or becomes
     illegal, invalid or unenforceable in any respect under any law of any
     jurisdiction:

     31.1 it shall be ineffective only to that extent, without invalidating the
          remainder of such Finance Document(s); and

     31.2 neither the legality, validity or enforceability of such provision
          under the law of any other jurisdiction will in any way be affected or
          impaired thereby.

32   NOTICES

32.1 GENERAL

     Any demand, notice or other communication or document to be made or
     delivered under or in connection with the Finance Documents shall be made
     or delivered by fax or otherwise in writing and shall be treated as having
     been served if served in accordance with clause 32.2. Each demand, notice,
     communication or other document to be made on or delivered to any party to
     the Finance Documents may (unless that other person has by 10 business
     days' written notice to the other specified another address or fax number)
     be made or delivered to that other person at its registered office or the
     address or fax number (if any) set out under its name at the end of this
     Agreement or, in the case of a Transferee, at the end of the Transfer
     Certificate to which it is a party as Transferee or, in the case of a
     Lender which is an assignee or other successor of another Lender or former
     Lender, as notified to the Agent by the assignee or other successor on or
     before the date it became a Lender.

32.2 MODE OF SERVICE

     Any demand, notice, communication or other document to be made or delivered
     from or to an Obligor shall be delivered to, by or through the Agent.
     Subject thereto, service of any demand, notice or other communication or
     document to be made or delivered under the Finance Documents may be made:

     32.2.1 by leaving it at the address for service referred to in clause 32.1;

     32.2.2 by sending it by pre-paid first class letter (or by airmail if to or
          from an address outside the United Kingdom) through the post to the
          address for service referred to in clause 32.1; or

     32.2.3 by fax to the fax number of the recipient and so that any fax shall
          be deemed to be in writing and, if it bears the signature of the
          server or its authorised representative or agent, to have been signed
          by or on behalf of the server.


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<PAGE>
32.3 DEEMED SERVICE

     32.3.1 Any notice or other communication or document from an Obligor (or
          Idea on its behalf) shall be irrevocable and shall not be effective
          until its actual receipt by the Agent. Any other notice, demand or
          other communication or document shall be served or treated as served
          at the following times:

          (a)  in the case of service personally or in accordance with clause
               32.2.1, at the time of such service;

          (b)  in the case of service by post, at 9.00 am on the working day
               next following the day on which it was posted or, in the case of
               service to or from an address outside the United Kingdom, at 9.00
               am on the fourth day following the day on which it was posted;
               and

          (c)  in the case of service by fax, if sent before 9.00 am on a
               working day, at 11.00 am on the same day, if sent between 9.00 am
               and 5.30 pm on a working day, two hours after the time of such
               sending or, if sent after 5.30 pm on a working day or on a day
               other than a working day, at 9.00 am on the next following
               working day.

     32.3.2 For the purposes of this clause 32 the term "WORKING DAY" shall mean
          a day (other than a Saturday or Sunday) upon which the recipient of
          any demand, notice, communication or other document is normally open
          for business in the country of its address for service referred to in
          clause 32.1 and references to any time of day shall be construed as
          references to the time of day on such working day in that country.

32.4 PROOF OF SERVICE

     In proving service of any demand, notice, communication or other document
     served:

     32.4.1 by post, it shall be sufficient to prove that such demand, notice,
          communication or other document was correctly addressed, full postage
          paid and posted; and

     32.4.2 by fax, it shall be sufficient to prove that the fax was followed by
          such machine record as indicates that the entire fax was sent to the
          relevant number.

33   COUNTERPARTS

     Each Finance Document may be executed in any number of counterparts, and
     this has the same effect as if the signatures on the counterparts were on a
     single copy of the Finance Document.


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<PAGE>
34   DUTCH PARALLEL DEBT

     Without prejudice to the provisions of this Agreement and for the purpose
     of ensuring and preserving the validity and continuity of the security
     rights granted and to be granted by any of the Obligors under or pursuant
     to the Security Documents, each of the Beneficiaries hereby acknowledges
     and consents to BMEBV and to any other Obligor incorporated or established
     under the laws of the Netherlands (each, a "DUTCH OBLIGOR") that are at any
     time party to any Security Document, undertaking to pay to Bank of America,
     National Association, acting in its capacity as Security Trustee, amounts
     (i) equal to the amounts due from time to time by the Obligors to the
     Beneficiaries in respect of the Secured Obligations and (ii) due and
     payable at the same time as the corresponding amounts in respect of the
     Secured Obligations are or shall be due and payable (such payment
     undertaking and the obligations and liabilities resulting therefrom being,
     the "PARALLEL DEBT"). The Beneficiaries hereby agree that the Parallel Debt
     is a claim of Bank of America, National Association (in its capacity as
     Security Trustee) which is independent and separate from, and without
     prejudice to, the claims of Beneficiaries in respect of the Secured
     Obligations, and is not a claim which is held jointly with the
     Beneficiaries provided that, to the extent any amounts are paid to Bank of
     America, National Association under the Parallel Debt or that Bank of
     America, National Association otherwise receives monies in payment of the
     Parallel Debt, the total amount due and payable in respect of the Secured
     Obligations shall be decreased as if the said amounts were received
     directly in payment of the outstanding Secured Obligations. Bank of
     America, National Association, acting in its capacity as Security Trustee,
     hereby agrees to transfer to the Agent for the benefit of the Beneficiaries
     all proceeds that it receives or recovers from any Dutch Obligor in
     connection with any enforcement action taken under or pursuant to any
     Security Document.

35   LAW AND JURISDICTION

35.1 LAW

     This Agreement shall be governed by, and construed in accordance with,
     English law.

35.2 JURISDICTION

     35.2.1 SUBMISSION: Each Obligor irrevocably agrees for the benefit of the
          other parties hereto that the courts of England shall have
          jurisdiction to hear and determine any suit, action or proceeding, and
          to settle any disputes, which may arise out of or in connection with
          this Agreement and, for such purposes, irrevocably submits to the
          jurisdiction of such courts.

     35.2.2 FORUM: Each Obligor irrevocably waives any objection which it might
          now or hereafter have to the courts referred to in clause 35.2.1 being
          nominated as the forum to hear and determine any suit, action or
          proceeding, and to settle any


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<PAGE>
          disputes, which may arise out of or in connection with this Agreement
          and agrees not to claim that any such court is not a convenient or
          appropriate forum.

     35.2.3 SERVICE OF PROCESS: BMEH, BMEP and BMEBV each agree that the process
          by which any suit, action or proceeding is begun may be served on it
          by being delivered in connection with any suit, action or proceeding
          in England, to Ideal at its registered office for the time being.

     35.2.4 OTHER COMPETENT JURISDICTIONS: The submission to the jurisdiction of
          the courts referred to in clause 35.2.1 shall not (and shall not be
          construed so as to) limit the right of the other parties hereto, or
          any of them, to take proceedings against any Obligor in any other
          court of competent jurisdiction nor shall the taking of proceedings in
          any one or more jurisdictions preclude the taking of proceedings in
          any other jurisdiction, whether concurrently or not.

     35.2.5 CONSENT TO ENFORCEMENT: Each Obligor hereby consents generally in
          respect of any legal action or proceeding arising out of or in
          connection with this Agreement to the giving of any relief or the
          issue of any process in connection with such action or proceeding
          including, without limitation, the making, enforcement or execution
          against any property whatsoever (irrespective of its use or intended
          use) of any order or judgment which may be made or given in such
          action or proceeding.

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.


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<PAGE>
                                   SCHEDULE 1

                             LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>
                LENDER                   COMMITMENT L
                ------                   ------------
<S>                                      <C>
Bank of America, National Association     75,000,000
</TABLE>


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<PAGE>
                                   SCHEDULE 2

                              CONDITIONS PRECEDENT

A    ORIGINAL DOCUMENTS TO BE COLLECTED BY THE AGENT

1    A certificate dated in the form appearing in Schedule 3 duly executed by
     each Obligor with all required enclosures.

2    The Debenture duly executed by each Obligor and all other documents to be
     delivered pursuant thereto and notice of the assignment of each of its
     Receivables Accounts and of the Policies (as therein defined) having been
     given to, and acknowledged by, the bank at which each such Receivables
     Account is to be maintained or, as appropriate, by the relevant broker or
     insurer with which or through whom such Policy is placed.

3    All share certificates in respect of shares held by each Obligor and
     charged pursuant to the Debenture together with instruments of transfer
     endorsed in blank as required by the terms of the Debenture.

4    Confirmation from Ideal that the terms of all contracts or arrangements
     under which Inventory is supplied to the Trading Companies on reservation
     of title terms have not been amended since completion of the review thereof
     by the Agent during the July/August 2002 audit.

5    Utilisation Notice in respect of the first Revolving Loan and any Swingline
     Loan in substantially the form set out in Schedule 4 duly executed by the
     relevant Borrower.

6    Policies of insurance, including credit insurance, acceptable to the Agent
     with the name of the Security Trustee endorsed as loss payee in respect of
     such policies as may be specified by the Agent and acknowledgements of
     assignment in satisfactory terms signed by underwriters of the insurance
     policies assigned by the Obligors pursuant to the Debenture.

7    In relation to each Obligor, details of each of its clearing accounts and
     each (if any) of its Receivables Accounts.

8    An opinion of Dutch counsel addressed to the Agent as to, among other
     matters, the entry into and performance by BMEP and BMEBV of the Finance
     Documents to which they are a party and legal, valid, binding and
     enforceable nature of their respective obligations thereunder.

9    The Pro-Forma Balance Sheet of BMEP.

10   The Latest Projections.

11   The Priority Agreement duly executed by the parties thereto.


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<PAGE>
12   A Warranty (in terms satisfactory to the Agent) by Ideal as to the value of
     the Inventory and the Accounts of the Trading Companies as at the Closing
     Date.

13   A report by Ideal showing, in relation to the Trading Companies, details of
     monthly ageings of accounts receivable, monthly ageings of accounts payable
     and details of all preferential creditors and of cash, if any, at bank as
     at 31 October 2002.

14   An undertaking issued by The Royal Bank of Scotland plc in favour of the
     Security Trustee agreeing, on the terms and conditions therein set out, to
     effect a daily cash sweep to the Security Trustee of all amounts standing
     to the credit of the account therein described.

B    EVIDENCE

1    Evidence as to the discharge of all indebtedness and financing facilities
     (other than Permitted Indebtedness) (including, without limitation, the
     discharge in full of the Existing Facilities) of and encumbrances (other
     than Permitted Encumbrances) over the assets of, any Group Company which
     may exist at the date of this Agreement including, without limitation, all
     encumbrances created by any Group Company in favour of National Westminster
     Bank Plc or The Royal Bank of Scotland Commercial Services Limited or any
     of their Affiliates other than the legal mortgage dated 31 October 2000
     created by Bell Microproducts Limited over the Chessington Property in
     favour of the existing Chessington Mortgagee.

2    Ideal shall have paid (to the extent then payable) all fees payable on the
     date of this Agreement including all fees and expenses of the Agent's legal
     advisers in connection with any of the Finance Documents and the
     transactions contemplated thereby.

3    The Agent being satisfied that the ageing profile and turnover of Accounts
     and Inventory has not deteriorated as against their ageing profile and
     turnover at the time of the audit thereof by the Agent.

4    There shall have occurred no material adverse change in the business or
     financial condition of any Borrower, any Obligor or the Group (taken as a
     whole) or in the Collateral since the date of the Pro Forma Balance Sheet
     and the Group has met the financial performance projections contained in
     the Latest Projections, and the Agent has received a certificate of Ideal's
     chief executive officer to such effect.

5    After taking into account any Revolving Loans or Swingline Loans to be made
     on the Closing Date and any Letters of Credit or Guarantees issued or to be
     issued on the Closing Date and with all the obligations of the Borrowers
     being current there shall be remaining an Available Revolving Facility
     Amount of at least L5,000,000.


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<PAGE>
6    Evidence satisfactory to the Agent that there has been no change to the
     legal structure of Group since 1 June 2002 and that the Adjusted Tangible
     Net Worth of BMEP is not less than EUR18,467,000.

7    Evidence that Ideal has agreed to act as the agent of BMEP and BMEBV for
     the service of process in England.

                                   SCHEDULE 3

                          FORM OF OBLIGOR'S CERTIFICATE

From: [Obligor's name and address]

To:   Bank of America, National Association
      Business Credit, Portfolio Management
      5 Canada Square
      London, E14 5AQ

      as Agent for and on behalf of the Lenders

Attention: Carmen Bernardis

CREDIT AGREEMENT DATED 2 DECEMBER 2002 AND MADE BETWEEN, AMONG OTHERS, IDEAL
HARDWARE LIMITED AND BELL MICROPRODUCTS EUROPE EXPORT LIMITED AS ORIGINAL
BORROWERS, BANK OF AMERICA, NATIONAL ASSOCIATION AS AGENT, ARRANGER, ISSUER,
SWINGLINE LENDER AND SECURITY TRUSTEE AND THE LENDERS NAMED THEREIN (AS AMENDED
FROM TIME TO TIME THE "CREDIT AGREEMENT").

This certificate is provided for the purposes of the Credit Agreement. Unless
stated otherwise, terms defined in the Credit Agreement shall have the same
meanings in this certificate. We [______], and [______], the secretary and a
director respectively of the [relevant Obligor] hereby certify that:

1    The copy or copies delivered herewith:

     1.1  of the memorandum and articles of association, certificate of
          incorporation and certificate(s) of incorporation on change of name
          (if any) of [relevant Obligor] marked "A";

     1.2  of a resolution of the board of directors of [relevant Obligor]
          approving the execution and delivery of the Finance Documents to which
          it is party and the performance of its obligations thereunder and
          authorising a named person or persons to sign such Finance Documents
          and any documents to be delivered by [relevant Obligor] pursuant
          thereto marked "B";


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<PAGE>
     1.3  marked "C", being copies of each law, decree, consent, licence,
          approval, registration or declaration as is, in the opinion of local
          counsel to the Agent, necessary to render the Finance Documents to
          which it is a party valid, legally binding and enforceable and to make
          each of them admissible in evidence in England and Wales and, if
          different, the [relevant Obligor's] jurisdiction of incorporation and
          any jurisdiction in which any of its assets may be situated and to
          enable [relevant Obligor] to perform its obligations under such
          Finance Documents;

     1.4  [marked "D", being copies of each Environmental Licence held by
          [relevant Obligor];]

     1.5  [marked "E", being copies of each policy of insurance maintained by
          each Borrower and each other [Obligor] [Group Company];]*

     1.6  [marked "F" are copies of each of the Material Contracts as may be
          required by the Agent; and]*

     1.7  [of the register of members and directors and secretary of [relevant
          Obligor] marked "G"],

     are in each such case true, complete and up to date copies of the
     originals.

2    The persons whose names are listed below have been authorised on behalf of
     the [relevant Obligor], and pursuant to the board resolution described
     above to execute the Finance Documents to which [relevant Obligor] is party
     and any documents or notices to be delivered by [relevant Obligor] pursuant
     thereto and the signatures set opposite their names are their true
     signatures:

NAME OF SIGNATORY                                       SIGNATURE

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

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

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

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


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

Secretary

Name:                                 Date


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<PAGE>
-------------------------   -------------------------

Director

Name:                                 Date

[relevant Obligor]

*    Ideal's certificate only


                                       135
<PAGE>
                                   SCHEDULE 4

                           FORM OF UTILISATION NOTICE

From: [relevant Borrower]

To:   Bank of America, National Association
      Business Credit, Portfolio Management
      5 Canada Square
      London, E14 5AQ

      as Agent for and on behalf of the Lenders

Dear Sirs,

1    We refer to the agreement (as from time to time amended, varied,
     supplemented, novated or replaced, the "CREDIT AGREEMENT") dated 2 December
     2002 and made between, among others, ourselves as Borrower, yourselves as
     the Agent, Arranger and Security Trustee and the Lenders therein referred
     to. Terms defined in the Credit Agreement have the same meanings in this
     notice.

2    We hereby give you irrevocable and unconditional notice that, pursuant to
     the Credit Agreement and on [date of proposed Loan/issue of Letter of
     Credit/issue of Guarantee], we wish to:

     2.1  borrow a Swingline Loan [in the amount of L_____] [in the Original
          Sterling Amount of L_____] [in [specify agreed Foreign Currency]];

     2.2  borrow a [Reference Rate/LIBOR] Revolving Loan [in the amount of
          L_____] [in the Original Sterling Amount of L_____] [in [specify
          agreed Foreign Currency]] having an initial Interest Period of [____]
          months;

     2.3  [have a Letter of Credit issued in favour of [_______________________]
          for [L_____ /other currency amount] maturing not later than [________]
          and in respect of [specify details]];

     2.4  [have a Guarantee issued in favour of [_______________________] for
          [L_____ /other currency amount] maturing not later than [____________]
          and in respect of [specify details]],

     [in each case] upon the terms and subject to the conditions contained in
     the Credit Agreement.


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<PAGE>
3    We confirm that, as at today's date, the representations set out in clauses
     14.1 and 14.2 of the Credit Agreement are true and that no Default has
     occurred or is foreseen by us.

Yours faithfully,


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

for and on behalf of

[RELEVANT BORROWER]


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<PAGE>
                                   SCHEDULE 5

                             MANDATORY COST FORMULAE

1    The Mandatory Cost is an addition to the interest rate to compensate
     Lenders for the cost of compliance with (a) the requirements of the Bank of
     England and/or the Financial Services Authority (or, in either case, any
     other authority which replaces all or any of its functions) or (b) the
     requirements of the European Central Bank.

2    On the first day of each Interest Period (or as soon as possible
     thereafter) the Agent shall calculate, as a percentage rate, a rate (the
     "ADDITIONAL COST RATE") for each Lender, in accordance with the paragraphs
     set out below. The Mandatory Cost will be calculated by the Agent as a
     weighted average of the Lenders' Additional Cost Rates (weighted in
     proportion to the percentage participation of each Lender in the relevant
     Loan) and will be expressed as a percentage rate per annum.

3    The Additional Cost Rate for any Lender lending from a Facility Office in a
     participating member state will be the percentage notified by the Lender to
     the Agent. This percentage will be certified by that Lender in its notice
     to the Agent to be its reasonable determination of the cost (expressed as a
     percentage of that Lender's participation in all Loans made from that
     Facility Office) of complying with the minimum reserve requirements of the
     European Central Bank in respect of loans made from that Facility Office.

4    The Additional Cost Rate for any Lender lending from a Facility Office in
     the United Kingdom will be calculated by the Agent as follows:

     4.1  in relation to a sterling Loan:

          AB+C(B-D)E x 0.01
          ----------------- per cent per annum
              100-(A+C)

     4.2  in relation to a Loan in any currency other than sterling:

          E x 0.01
          -------- per cent per annum
            300

     Where:

     A    is the percentage of Eligible Liabilities (assuming these to be in
          excess of any stated minimum) which that Lender is from time to time
          required to maintain as an interest free cash ratio deposit with the
          Bank of England to comply with cash ratio requirements.

     B    is the percentage rate of interest (excluding the Margin and the
          Mandatory Cost and, if the Loan is an unpaid sum, the additional rate


                                       138
<PAGE>
          of interest specified in clause 18.3) payable for the relevant
          Interest Period on the Loan.

     C    is the percentage (if any) of Eligible Liabilities which that Lender
          is required from time to time to maintain as interest bearing Special
          Deposits with the Bank of England.

     D    is the percentage rate per annum payable by the Bank of England to the
          Agent on interest bearing Special Deposits.

     E    is the rate of charge payable by that Lender to the Financial Services
          Authority pursuant to the Fees Regulations (but, for this purpose,
          ignoring any minimum fee required pursuant to the Fees Regulations)
          and expressed in pounds per L1,000,000 of the Fee Base of that Lender.

5    For the purposes of this Schedule:

     5.1  "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the meanings given
          to them from time to time under or pursuant to the Bank of England Act
          1998 or (as may be appropriate) by the Bank of England.

     5.2  "FEES REGULATIONS" means the Banking Supervision (Fees) Regulations in
          force from time to time or such other law or regulation as may be in
          force from time to time in respect of the payment of fees for banking
          supervision; and

     5.3  "FEE BASE" has the meaning given to it, and will be calculated in
          accordance with, the Fees Regulations.

6    In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages (ie 5 per cent will be included in the formula as 5
     and not as 0.05). A negative result obtained by subtracting D from B shall
     be taken as zero. The resulting figures shall be rounded to four decimal
     places.

7    Each Lender shall supply any information required by the Agent for the
     purpose of calculating its Additional Cost Rate. In particular, but without
     limitation, each Lender shall supply the following information in writing
     on or prior to the date on which it becomes a Lender:

     7.1  its jurisdiction of incorporation and the jurisdiction of its Facility
          Office; and

     7.2  any other information that the Agent may reasonably require for such
          purpose.

     Each Lender shall promptly notify the Agent in writing of any change to the
     information provided by it pursuant to this paragraph.


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<PAGE>
8    The percentages or rates of charge of each Lender for the purpose of A, C
     and E above shall be determined by the Agent based upon the information
     supplied to it pursuant to paragraph 7 above and on the assumption that,
     unless a Lender notifies the Agent to the contrary, each Lender's
     obligations in relation to cash ratio deposits, Special Deposits and the
     Fees Regulations are the same as those of a typical bank from its
     jurisdiction of incorporation with a Facility Office in the same
     jurisdiction as its Facility Office.

9    The Agent shall have no liability to any person if such determination
     results in an Additional Cost Rate which over or under compensates any
     Lender and shall be entitled to assume that the information provided by any
     Lender pursuant to paragraphs 3 and 7 above is true and correct in all
     respects.

10   The Agent shall distribute the additional amounts received as a result of
     the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate
     for each Lender based on the information provided by each Lender pursuant
     to paragraphs 3 and 7 above.

11   Any determination by the Agent pursuant to this Schedule is in relation to
     a formula, the Mandatory Cost, an Additional Cost Rate or any amount
     payable to a Lender shall, in the absence of manifest error, be conclusive
     and binding on all parties to this Agreement.

12   The Agent may from time to time, after consultation with Ideal and the
     Lenders, determine and notify all parties any amendments which are required
     to be made to this Schedule in order to comply with any change in law,
     regulation or any requirements form time to time imposed by the Bank of
     England, the Financial Services Authority or the European Central Bank (or,
     in any case, any other authority which replaces al or any of its functions)
     and any such determination shall, in the absence of manifest error, be
     conclusive and binding on all parties.


                                       140
<PAGE>
                                   SCHEDULE 6

                          FORM OF TRANSFER CERTIFICATE

To:   Bank of America, National Association
      Business Credit, Portfolio Management
      5 Canada Square
      London, E14 5AQ

      as Agent for the Beneficiaries

                              TRANSFER CERTIFICATE

relating to the agreement (as from time to time amended, varied, supplemented,
novated or replaced, the "CREDIT AGREEMENT") dated 2 December 2002 and made
between (1) IDEAL HARDWARE LIMITED and BELL MICROPRODUCTS EUROPE EXPORT LIMITED
(as Original Borrowers), (2) BM EUROPE PARTNERS CV, (3) BELL MICROPRODUCTS
EUROPE B.V., (4) BANK OF AMERICA NATIONAL ASSOCIATION (as Arranger, Issuer,
Swingline Lender, Agent and Security Trustee) and (5) CERTAIN BANKS AND
FINANCIAL INSTITUTIONS (as Lenders). Terms defined in the Agreement have the
same meanings in this Transfer Certificate.

1    [Transferor] (the "LENDER") hereby confirms the accuracy of the summary of
     its participation in the Agreement set out in the Schedule below and
     requests [Transferee] (the "TRANSFEREE") to accept and procure the transfer
     to the Transferee of such part of such participation specified in the
     Schedule by counter-signing and delivering this Transfer Certificate to the
     Agent at its address for the service of notices specified in the Agreement.

2    The Transferee hereby requests the Agent to accept this Transfer
     Certificate as being delivered to the Agent pursuant to and for the
     purposes of clause 28.4 of the Agreement so as to take effect in accordance
     with the terms thereof on the business day following the date of receipt by
     it of this Transfer Certificate or (if later) on [specify date of transfer]
     subject only to the provisions of the Agreement.

3    The Transferee confirms that it has received from the Lender a copy of the
     Agreement together with such other documents and information as it has
     required in connection with this transaction and that it has not relied and
     will not hereafter rely on the Lender to check or enquire on its behalf
     into the adequacy, accuracy or completeness of any such documents or
     information or the reasonableness of any representation, warranty,
     statement, projection or assumption contained therein or into the legality,
     validity, effectiveness, enforceability or admissibility in evidence of any
     such documents or information and further agrees that it has not relied and
     will not hereafter rely on the Lender to assess or keep under review on its
     behalf the business/operations, financial condition, prospects,
     creditworthiness, status or affairs of any Borrower or any other Obligor.


                                       141
<PAGE>
4    The Transferee hereby undertakes with the Lender and each of the other
     parties to the Agreement that it will perform in accordance with their
     terms all those obligations which by the terms of the Agreement will be
     assumed by it after delivery of this Transfer Certificate to the Agent and
     satisfaction of the conditions (if any) subject to which this Transfer
     Certificate is expressed to take effect.

5    The Lender makes no representation or warranty and assumes no
     responsibility with respect to the legality, validity, effectiveness,
     adequacy or enforceability of the Finance Documents or any document
     delivered pursuant thereto and assumes no responsibility for the financial
     condition of any of the Obligors or any other party to the Finance
     Documents or for the performance and observance by any of the Obligors or
     any other such party of any of its obligations under any of the Finance
     Documents or any document delivered pursuant thereto and any and all such
     conditions and warranties, whether express or implied by law or otherwise,
     are hereby excluded.

6    The Lender gives notice that nothing in this Transfer Certificate or in any
     of the Finance Documents (or any document delivered pursuant thereto) shall
     oblige the Lender (i) to accept a re-transfer from the Transferee of the
     whole or any part of its rights and obligations under the Agreement
     transferred pursuant to this Transfer Certificate or (ii) to support any
     losses directly or indirectly sustained or incurred by the Transferee by
     reason of the failure by any of the Obligors or any other party to the
     Finance Documents (or any document delivered pursuant thereto) to perform
     or comply with its obligations under any of the Finance Documents or any
     such document. The Transferee hereby acknowledges the absence of any such
     obligation as is referred to in (i) and (ii) above.

7    The Transferee confirms that its Facility Office and address for notices
     for the purposes of the Agreement are as set out in the Schedule.

8    The Transferee undertakes to pay to the Agent for its own account a
     transfer fee of L2,000 as provided in clause 28.7.2 of the Agreement.

9    This Transfer Certificate and the rights and obligations of the parties
     hereunder shall be governed by and construed in accordance with English
     law.

AS WITNESS the hands of the authorised signatories of the parties hereto on the
date appearing below.


                                       142
<PAGE>
                                  THE SCHEDULE

COMMITMENT                                                   PORTION TRANSFERRED

LENDER'S PARTICIPATION IN LOANS       REPAYMENT DATE         PORTION TRANSFERRED

[Lender]                              [Transferee]


By:                                   By:
    -------------------------------       --------------------------------------
Date:                                 Date:

                      ADMINISTRATIVE DETAILS OF TRANSFEREE

Facility Office:
                                      ------------------------------------------

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

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

Contact Name:
                                      ------------------------------------------

Account for payments:
                                      ------------------------------------------

Telephone:
                                      ------------------------------------------

Fax:
                                      ------------------------------------------


                                       143
<PAGE>
                                   SCHEDULE 7

        THE DORMANT COMPANIES, THE CHARGING COMPANIES AND THE BABY BELLS

                                     PART 1

                              THE DORMANT COMPANIES

<TABLE>
<CAPTION>
COMPANY                                    COMPANY NUMBER
-------                                    --------------
<S>                                        <C>
Bell Microproducts Europe Limited          04026955
Logical Online Limited                     03803158
Ideal Unisolve Limited                     04002602
Bell Microproducts ApS                     N/A
</TABLE>

                                     PART 2

                             THE CHARGING COMPANIES

<TABLE>
<CAPTION>
COMPANY                                    COMPANY NUMBER
-------                                    --------------
<S>                                        <C>
Ideal Hardware Limited                     03969946
Bell Microproducts Europe Export Limited   03711148
Bell Microproducts Europe BV               N/A
Bell Microproducts Limited                 04079671
Unifund Limited                            03942210
</TABLE>

                                     PART 3

                                 THE BABY BELLS

<TABLE>
<CAPTION>
COMPANY                                    COMPANY NUMBER
-------                                    --------------
<S>                                        <C>
Bell Microproducts BV                      04041697
Bell Microproducts Sarl                    43474497500013
</TABLE>


                                       144
<PAGE>
<TABLE>
<S>                                        <C>
Bell Microproducts GmbH                    HRB 40296
Bell Microproducts AB                      SE556597-7385
Bell Microproducts BVBA                    [0474128872]
Bell Microproducts S.r.l.                  13456670150
</TABLE>


                                       145
<PAGE>
                                   SCHEDULE 8

                            FORM OF ACCESSION NOTICE

To:    Bank of America, National Association
       Business Credit, Portfolio Management
       5 Canada Square
       London, E14 5AQ

       as Agent for the Beneficiaries

From:  [Group Company] and [Ideal]

Dated:

Dear Sirs

CREDIT AGREEMENT DATED 2 DECEMBER 2002 AND MADE BETWEEN, AMONG OTHERS, IDEAL
HARDWARE LIMITED AND BELL MICROPRODUCTS EUROPE EXPORT LIMITED (AS ORIGINAL
BORROWERS), BANK OF AMERICA, NATIONAL ASSOCIATION AS (AGENT, ARRANGER, SWINGLINE
LENDER, ISSUER AND SECURITY TRUSTEE) AND THE LENDERS NAMED THEREIN (AS AMENDED
FROM TIME TO TIME, THE "CREDIT AGREEMENT").

1    [Group Company] agrees to become an [Additional Borrower] [Unsecured
     Guarantor] and to be bound by the terms of the Credit Agreement as an
     [Additional Borrower] [Unsecured Guarantor] pursuant to clause 3 of the
     Credit Agreement. [Group Company] is a company duly incorporated under the
     laws of [name of relevant jurisdiction].

2    [Group Company's] administrative details are as follows:

     Address:

     Fax  No.:

     Attention:

3    This letter is governed by English law.

     [This Accession Notice is entered into as a deed.]

     [Ideal] [relevant Group Company]


                                       146
<PAGE>
                                   SCHEDULE 9

          DOCUMENTS TO ACCOMPANY ACCESSION NOTICE OR SUPPLEMENTAL DEED

1    A copy, certified a true copy by a duly authorised officer of the proposed
     [Additional Borrower] [Unsecured Guarantor] [Charging Company], of the
     constitutive documents of such proposed [Additional Borrower] [Unsecured
     Guarantor] [Charging Company].

2    A copy, certified a true copy by a duly authorised officer of the proposed
     [Additional Borrower] [Unsecured Guarantor] [Charging Company], of a board
     resolution of such proposed [Additional Borrower] [Unsecured Guarantor]
     [Charging Company] approving the execution and delivery of a [Accession
     Notice] [Supplemental Deed], the accession of such proposed [Additional
     Borrower] [Unsecured Guarantor] [Charging Company] to [this Agreement] [the
     Debenture] and the performance of its obligations under the Finance
     Documents and authorising a person or persons (specified by name or office)
     on behalf of such proposed [Additional Borrower] [Unsecured Guarantor]
     [Charging Company] to execute and deliver such [Accession Notice]
     [Supplemental Deed], any other Finance Document and any other documents to
     be delivered by such proposed [Additional Borrower] [Unsecured Guarantor]
     [Charging Company] pursuant hereto or thereto.

3    A certificate of a duly authorised officer of the proposed [Additional
     Borrower] [Unsecured Guarantor] [Charging Company] setting out the names
     and signatures of the person or persons mentioned in the resolution
     referred to in paragraph 2 above.

4    A certificate addressed to the Agent signed by two authorised signatories
     of the proposed [Additional Borrower] [Unsecured Guarantor] [Charging
     Company] stating that the execution by such proposed [Additional Borrower]
     [Unsecured Guarantor] [Charging Company] of the [Accession Notice]
     [Supplemental Deed] and the performance of such proposed [Additional
     Borrower] [Unsecured Guarantor] [Charging Company] of its obligations
     hereunder and thereunder are within its corporate powers, have been duly
     approved by all necessary corporate action and will not cause any limit or
     restriction on any of its powers (whether imposed by law, decree, rule,
     regulation, its constitutive documents or agreement or otherwise) or on the
     right or ability of its directors to execute such powers, to be exceeded or
     breached.

5    A copy of its latest audited financial statements.

6    Such legal opinion(s) of counsel to the Agent as the Agent may require, in
     a form satisfactory to the Agent.


                                       147
<PAGE>
7    [In connection with the acquisition of any company where such company or
     any of its Subsidiaries accedes as a Charging Company to the Debenture or
     otherwise executes a Security Document (such person thus becoming an
     "OBLIGOR"):

     7.1  a certificate addressed to the Agent from the Auditors confirming in
          the context of section 155(2) Companies Act 1985 that:

          7.1.1 in their opinion such Obligor had positive net assets as defined
               in section 154(2) Companies Act 1985;

          7.1.2 they are not aware of anything to indicate that the decision of
               the directors of such Obligor not to make a provision in relation
               to the giving of financial assistance represented by the
               execution of each such Security Document to which it is a party
               has not been made on fair and reasonable grounds; and

          7.1.3 the giving of such financial assistance by such Obligor would
               not cause those net assets to be reduced,

     7.2  in each such case dated as at the date of the giving of such financial
          assistance;

     7.3  a statutory declaration by all of the directors of such Obligor as
          required by Section 155(6) Companies Act 1985 in relation to such
          financial assistance, such statutory declaration to be in the
          prescribed form and having attached thereto the report addressed by
          the Auditors complying with the provisions of Section 156(4) Companies
          Act 1985;

     7.4  a copy, certified by a duly authorised officer of such Obligor as
          being a true copy, of the resolution of its board of directors
          approving the matters and things required to be done by it pursuant to
          this paragraph 8 and in particular the giving of such financial
          assistance.]*

8    Such other documents or evidence relating to such proposed [Additional
     Borrower] [Unsecured Guarantor] [Charging Company] as the Agent may
     reasonably require.

*    This paragraph only applies where a company being acquired (or one or more
     of its Subsidiaries) is acceding to the Debenture or otherwise executing a
     Security Document to secure borrowings raised for its acquisition.


                                       148
<PAGE>
                                   SCHEDULE 10

                             THE MATERIAL CONTRACTS

<TABLE>
<CAPTION>
       DESCRIPTION OF AGREEMENT              DATE                  PARTIES
       ------------------------              ----                  -------
<S>                                     <C>              <C>
Microsoft EMEA Distribution Agreement   1 July 2002      (1) Ideal

                                                         (2) Microsoft Ireland
                                                         Operations Limited

Microsoft OEM Distribution Agreement    1 October 2001   (1) Ideal

                                                         (2) Microsoft Licensing Inc

Compaq Direct Business                  1 March 1999     (1) Ideal
Partner Agreement with
respective Compaq                                        (2) Compaq Computer
Commercial Terms                                         Limited
Addendum for Distributors

Europe Authorized Distributor           1 January 2002   (1) Ideal
Agreement
                                                         (2) Seagate Removable
                                                         Storage Solutions LLC

Specialist Distributor Agreement        [            ]   (1) Ideal

                                                         (2) Fujitsu Siemens
                                                         Computers Ltd

Master Distribution Agreement           25 May 2000      (1) Ideal

                                                         (2) International Business
                                                         Machines Corporation

International Distribution Agreement    3 March 2000     (1) Ideal

                                                         (2)Network Associates
                                                         International B.V.
</TABLE>


                                       149
<PAGE>
THE ORIGINAL BORROWERS

SIGNED for and on behalf of   )
IDEAL HARDWARE LIMITED        )
by:                           )

Address:   Fountain Court
           Cox Lane
           Chessington
           Surrey KT9 1SJ

Fax:       020 8286 5588

Attention: Nick Lee/Helen Hancock

SIGNED for and on behalf of   )
BELL MICROPRODUCTS EUROPE     )
EXPORT LIMITED by:            )

Address:   Fountain Court
           Cox Lane
           Chessington
           Surrey KT9 1SJ

Fax:       020 8286 5588

Attention: Nick Lee/Helen Hancock

THE DUTCH OBLIGORS

SIGNED by its Managing Partner   )
for and on behalf of             )
BM EUROPE PARTNERS C.V.          )

Address:   c/o Fountain Court
           Cox Lane
           Chessington
           Surrey KT9 1SJ

Fax:       020 8286 5588


                                       150
<PAGE>
Attention: Nick Lee/Helen Hancock

SIGNED for and on behalf of   )
BELL MICROPRODUCTS            )
EUROPE BV                     )
by:                           )

Address:   c/o Fountain Court
           Cox Lane
           Chessington
           Surrey KT9 1SJ

Fax:       020 8286 5588

Attention: Nick Lee/Helen Hancock

THE AGENT

SIGNED for and on behalf of   )
BANK OF AMERICA, NATIONAL     )
ASSOCIATION by:               )

Address:   5 Canada Square
           London, E14 5AQ

Fax:       020 7174 6400

Attention: Business Credit, Portfolio Management

THE ARRANGER

SIGNED for and on behalf of   )
BANK OF AMERICA, NATIONAL     )
ASSOCIATION by:               )

Address:   5 Canada Square
           London, E14 5AQ

Fax:       020 7174 6400

Attention: Business Credit, Portfolio Management


                                       151
<PAGE>
THE SECURITY TRUSTEE

SIGNED for and on behalf of   )
BANK OF AMERICA, NATIONAL     )
ASSOCIATION by:               )

Address:   5 Canada Square
           London, E14 5AQ

Fax:       020 7174 6400

Attention: Business Credit, Portfolio Management

THE SWINGLINE LENDER

SIGNED for and on behalf of   )
BANK OF AMERICA, NATIONAL     )
ASSOCIATION by:               )

Address:   5 Canada Square
           London, E14 5AQ

Fax:       020 7174 6400

Attention: Business Credit, Portfolio Management

THE ISSUER

SIGNED for and on behalf of   )
BANK OF AMERICA, NATIONAL     )
ASSOCIATION by:               )

Address:   5 Canada Square
           London, E14 5AQ

Fax:       020 7174 6400

Attention: Business Credit, Portfolio Management


                                       152
<PAGE>
THE LENDERS

SIGNED for and on behalf of   )
BANK OF AMERICA, NATIONAL     )
ASSOCIATION by:               )

Address:   5 Canada Square
           London, E14 5AQ

Fax:       020 7174 6400

Attention: Business Credit, Portfolio Management


                                       153