<PAGE>
                                       
                                  [LETTERHEAD]


The Directors,
Altris Software Ltd,
Altris House
53-55 Uxbridge Road,
EALING,
London W5 5SA


Your Ref:                Our Ref:PC/LDS               19 October, 1998

Dear Sirs,

OVERDRAFT AND OTHER FACILITIES
------------------------------

We Lloyds Bank Plc (the "Bank") are pleased to offer to Altris Software Ltd 
an overdraft facility on account number 1408939 on the following terms and 
conditions.

Amount                 The maximum aggregate amount outstanding under the 
------                 facility at any one time (calculated on the basis of 
                       cleared funds) shall not exceed -L-250,000 
                       effective December 1, 1998, -L-275,000 from 
                       November 1, 1998 through November 30, 1998.

Availability           Any amounts from time to time owing under the facility 
------------           are repayable on demand but it is the Bank's present 
                       intention to make the facility available until 15th 
                       January 1999. All moneys from time to time owing to 
                       the Bank under this facility shall be repaid no later 
                       than this date or such later date as may from time to 
                       time be advised in writing by the Bank. The amounts 
                       owing at any time may include interest, costs or 
                       charges debited to the account in accordance with the 
                       terms of this letter.

Interest               Interest is calculated on the cleared daily balance of 
--------               the account and will be payable on amounts owing at 3% 
                       per annum over the Bank's Base Rate from time to time 
                       (currently 10.25% per annum in total).

                       Interest will be debited to the account quarterly in 
                       arrears (normally on the 20th of each of March, June, 
                       September and December or on the next working day) and 
                       additionally on the date upon which the facility ceases 
                       to be available.

                       The Bank's Base Rate may be varied (either up or down) 
                       by the Bank at any time. Notices of changes will be 
                       displayed in the branch of the Bank where your account 
                       is held.

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                                     - 2 -

Costs and Charges      Charges will be payable on the account quarterly as 
-----------------      shown in the enclosed tariff schedule.

                       These charges will be debited to the account and may 
                       be varied by the Bank at any time and notice of 
                       changes will be advised to you.

                       An arrangement fee of -L-625 is payable. This will 
                       be debited to the account in the next few days.

                       All costs and expenses incurred by the Bank in 
                       preserving or enforcing the security referred to below 
                       shall be debited to the account under advice to you.

Security               It is a condition of the overdraft facility and of the 
--------               other facilities referred to below that amounts owing 
                       shall be secured by the following. Any security which 
                       is not already in place is to be provided to the Bank 
                       in a form acceptable to the Bank.

                       -  A debenture dated 4th December 1991 limited to the 
                          sum of -L-250,000.

                       -  An unlimited all monies guaranteed dated 11th 
                          March 1993 from Altris Group Plc.

                       -  An all moneys guaranteed dated 1st September 1996 
                          for a principle amount of -L-300,000 plus 
                          interest and other costs as detailed in the guarantee
                          from Altris Inc.

Other Facilities       In addition to the overdraft facility we are pleased 
----------------       to offer to you an open credit facility of 
                       -L-15,000 to cover arrangements to cash your 
                       cheques at other banks or at branches of the Bank 
                       other than Horley branch. The limit detailed above is 
                       the maximum value of cheques that may at any one time 
                       have been cashed but not yet forwarded to Horley 
                       branch for payment.

                       A Lloydslink payments facility continues to be 
                       available to you under and subject to the terms and 
                       conditions set out in the agreement to cover the 
                       transfer of funds from your account by automated means 
                       initiated by you. The following limits apply to the 
                       facility.

                       -L-100,000 the maximum total value of Lloydslink 
                       transactions that have been initiated through the PC 
                       Pay module, but have not been debited to your account 
                       ("three day value payments").

                       These additional facilities will be available upon 
                       such terms and conditions as shall from time to time 
                       be required by the Bank and may be cancelled by the
                       Bank at any time, but it is the Bank's present 
                       intention to keep these facilities in place for the 
                       period of availability of the overdraft facility. Your 
                       liability in respect of any utilization of these 
                       facilities may, however, extend beyond such period 
                       of availability.

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                                     - 3 -

Financial Information  Whilst any of the overdraft facility and the other 
---------------------  facilities remain available you should provide to the 
                       Bank copies of:

                       (a) Your audited annual accounts, and
                       (b) Your monthly management accounts,

                       as soon as possible after the end of the period to 
                       which they relate which shall not be later than 150 
                       days in respect of your annual accounts or 30 days in 
                       respect of your management accounts from the end of 
                       each relevant period.

Period of Offer        Please confirm your acceptance of the overdraft 
---------------        facility and of the other facilities offered by 
                       returning the attached duplicate of this letter with 
                       the acknowledgement signed in accordance with the 
                       Bank Mandate currently held by the Bank. If such 
                       confirmation is not received by this office by 30th 
                       October 1998 the offer will lapse.


Yours faithfully,
For and on behalf of Lloyds Bank Plc.


/s/ Paul Candler
------------------------
Paul Candler
Senior Manager.


Accepted by:


/s/ John W. Low
------------------------------------            10/28/98
John W. Low, Chief Financial Officer