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EXHIBIT 10.11

LLOYDS TSB                                               BUSINESS LOAN AGREEMENT

We LLOYDS TSB BANK PLC (the "Bank") of PO Box 18436, 39 Threadneedle Street,
EC2R 8PT offer you XCEL CORPORATION LIMITED (company registered number (969006)
of Brunswick Road, Cobbs Wood, Ashford, Kent TN23 1EB a loan on the following
terms and conditions

SPECIFIC TERMS AND CONDITIONS

THE LOAN

The maximum amount of the loan (excluding any amounts of interest that will be
added to the loan) shall be (pound)500,000. This amount is to be used for
working capital purposes. The loan shall be borrowed in one amount on or before
31st August 2005 or such later date as the Bank may agree. You will not be
entitled to borrow any amount that has not been borrowed by the agreed date. The
proceeds of the loan will be credited to your current account no. 00450767.

Unless the Bank agrees otherwise, the loan may not be borrowed until all the
PRECONDITIONS set out below have been satisfied

PRECONDITIONS

Unless received by the Bank prior to the date on which this agreement is signed
by the Bank, the Bank is to receive in form and substance acceptable to the Bank
the security and other documents (if any) listed in the Security Schedule lo
this agreement and the documents, evidence or other requirements of the
preconditions (if any) set out in the Preconditions Schedule to this agreement.
Any security received should be accompanied by such evidence as the Bank may
reasonably require to confirm the value of such security and to confirm that
such security is fully effective.

FEES AND COSTS

You shall pay any costs and expenses incurred by the Bank in assessing the loan,
in the preparation of this agreement and of any amendment, waiver or consent
letter at any time entered into, in the preparation, valuation, taking or
release of any guarantee or t security at any time given in connection with this
agreement and in connection with the revaluation of any such security from time
to time. In particular the following charges shall be paid by you on demand by
the Bunk. These charges are to be paid even if the loan is not borrowed.

Security Costs (pound)530 (estimated)

Estimated charges have been calculated on the basis of the Bank's experience
with similar transactions. The actual amount charged to you may be more or less
than the estimated figure.

An arrangement fee of (pound)10,000 is also payable. This fee shall be paid to
the Bank by you on the date the loan is borrowed.


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As mentioned in clauses 3 & 6 of the GENERAL TERMS AND CONDITIONS, other costs
may arise in connection with the loan or in connection with the repayment of the
loan.

INTEREST

The rate of interest payable on the loan will be Base Rate plus 2.5% per annum,
currently 7.25% per annum in total.

Interest shall be added to the loan 1 month after the date of borrowing, at
monthly intervals thereafter and on the date of final repayment of the loan.

Interest is calculated on a daily basis on the amount of the loan from time to
time outstanding. Interest for any particular period is calculated on the number
of days in that period and a year of 365 days.

If you fail to pay any amount payable under this agreement when due the rate of
interest may be increased in accordance with clause 6.3 of the GENERAL TERMS AND
CONDITIONS.

REPAYMENT

The loan is repayable in 36 consecutive monthly installments representing
principal and interest commencing on the date which is 1 month after the date
the loan is borrowed. The amount of these instalments will vary with changes in
the interest rate and the number of days in the charging period.

EARLY REPAYMENT

The loan may be repaid early in accordance with clause 2 of the GENERAL TERMS
AND CONDITIONS.

FINANCIAL COVENANTS

For as long as any moneys are owing to the Bank under this agreement or the Bank
is under any obligation under this agreement you shall comply with the financial
covenants set out below. These covenants will be tested against each financial
statement.

Your consolidated profit before taxation and interest paid and payable is not at
any time to be less than 500% of the consolidated interest paid and payable
(whether to the Bank or to any other person) for the period covered by the
accounts.

Your consolidated profit before taxation, depreciation, amortisation of goodwill
and of other intangibles and interest paid and payable (but after dividends paid
and payable) is not at any time to be less than 300% of the aggregate of the
consolidated principal repayments and the consolidated interest paid and payable
(whether to the Bank or to any other person) for the period covered by the
accounts.


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PERIOD OF OFFER

This agreement shall come into effect only if the Bank receives from you and
finds in order a signed copy of this agreement on or before 31st July 2005.

GENERAL TERMS CONDITIONS

USEFUL LOAN PROCEEDS

         1.1      Unless the loan is only for working capital or general
                  business purposes, the amount borrowed shall be held in trust
                  for the Bank until used for the purpose stated in the SPECIFIC
                  TERMS AND CONDITIONS.

REPAYMENT

         2.1      You will repay the loan on the dates and in the manner set out
                  in the REPAYMENT section of the SPECIFIC TERMS AND CONDITIONS.

         2.2      You may at any time after giving at least 5 business days'
                  notice to the Bank make early repayment of all or any part of
                  the loan together (in either case) with interest accrued to
                  the date of payment. Each early repayment of part of the loan
                  must be of at least (pound)5,000 (excluding accrued interest)
                  and no amount repaid early may be borrowed again. If the loan
                  is to be repaid in more than one amount, the Bank will decide
                  how to apply the early repayment, either (a) by reducing
                  subsequent repayments proportionately or (b) by applying the
                  early repayment to then latest scheduled repayment instalments
                  so as to reduce the terms of the loan.

INCREASED COSTS AND CHANGES IN CIRCUMSTANCES

         3.1      In running its business the Bank and any holding company of
                  the Bank each has to comply with certain regulations and
                  requirements laid down by regulatory and other official
                  organisations or bodies as well as the law generally. The rate
                  of interest quoted in the SPECIFIC TERMS AND CONDITIONS has
                  been set in the light of how this affects the cost (to the
                  Bank and any such holding company) of the Bank funding,
                  agreeing to make and of making the loan available at the time
                  the Bank signed this agreement. If, as a result of any new
                  laws, regulations or requirements or any changes in existing
                  ones, such cost is increased, the Bank may increase the rate
                  of interest charged on the loan to compensate for that extra
                  cost.

         3.2      If at any tine the currency in which the loan is denominated
                  is due to be or has been converted into the euro or any other
                  currency as a result of a change in law or by agreement
                  between the Bank and you, then:

                  (a)      the Bank may in its sole discretion determine and
                           shall notify you in writing of the currency or
                           currency unit in which amounts payable under this
                           agreement shall be paid. After the expiry of 7 days


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                           from the date of such notice all payments falling due
                           under this agreement shall be made in such currency
                           or currency unit, and

                  (b)      (i)      the Bank may by giving you not less than
                                    21 days' written notice change any of the
                                    terms applying to the loan but only to the
                                    extent that the Bank reasonably considers
                                    any such change necessary to take account of
                                    differences in market practice or to
                                    compensate for increases in costs to the
                                    Bank or to any holding company of the Bank
                                    arising from or related to such conversion
                                    or arising from or related to the
                                    introduction of or to the extension of
                                    monetary union within the European Union.
                                    Any such change shall amend the terms of
                                    this agreement upon expiry of such period of
                                    notice, and

                           (ii)     at any time within 21 days of receipt of the
                                    Bank's notice you may make early repayment
                                    of all (but not part) of the loan. Such
                                    repayment shall be in accordance with
                                    clauses 2 and 3.2(a) above.

REPRESENTATIONS

         4.1      You represent that:

                  (a)      all action required or necessary to authorise the
                           execution of this agreement and the performance of
                           your obligations under and in connection with this
                           agreement has been taken and neither the execution of
                           this agreement nor the performance of your
                           obligations will constitute or result in any breach
                           of any agreement, law, requirement or regulation,

                  (b)      no material litigation, administrative or judicial
                           proceedings are presently pending or threatened
                           against you or any of your subsidiaries,

                  (c)      there has been no material adverse change in your
                           financial condition or that of any of your
                           subsidiaries since the date of the financial
                           statement received by the Bank prior to the date on
                           which this agreement is signed by the Bank, and

                  (d)      no Event of Default (as described in clause (6.1
                           below) has occurred and is continuing and no
                           circumstance has occurred which, with the giving of
                           notice or the passing of time, could become or cause
                           an Event of Default.

         4.2      You shall be deemed to repeat the above representations on
                  each day (with reference to the facts and circumstances then
                  existing) prior to borrowing the loan and thereafter until all
                  amounts payable to the Bank under this agreement have been
                  paid.

UNDERTAKINGS

Prior to borrowing the loan and thereafter until all amounts payable to the Bank
under this agreement have been paid:


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         5.1      neither you nor any of your subsidiaries shall:

                  (a)      without the Bank's consent create or allow to be in
                           place any mortgage, charge or other security interest
                           or encumbrance over the whole or any part of your or
                           their business or any of the property, income or
                           other assets of your or their business or enter into
                           any transaction which in the Bank's opinion has a
                           similar effect, or factor or assign any debits,

                  (b)      part with, sell, transfer, lease or otherwise dispose
                           of (or attempt or agree to do any such thing) the
                           whole or any material part or your or any of your
                           Subsidiary's undertaking, property, revenue or assets
                           (either by a single transaction or a number of
                           transactions whether related or not) other than for
                           full value on an arm's length basis (save that no
                           such parting with, sale, transfer, lease or other
                           disposal may be made or entered into (i) if it would
                           breach the terms of any security document given lo
                           the Bank, or (ii) in respect of any undertaking,
                           property, revenue or asset over which the Bank then
                           has a fixed charge or fixed security interest), or

                  (c)      change the nature or your or their business as it is
                           now conducted,

         5.2      you shall promptly provide the Bank with copies of any
                  financial information that the Bank may from time to time
                  reasonably request, including but not limited to:

                  (a)      copies of your financial statement within 270 days of
                           the end of each financial year, and

                  (b)      copies of your periodic management accounts at such
                           intervals as the Bank may require in a form
                           acceptable to the Bank within 45 days of the end of
                           the period to which they relate. The Bank may at its
                           option require such management accounts to
                           incorporate an age-analysis of debtors, a schedule of
                           all tenancies (if any) of any properly held by the
                           Bank as security at the date of the accounts, and/or
                           a breakdown of stock in trade,

         5.3      you and each or your subsidiaries shall maintain with
                  reputable underwriters or insurance companies adequate
                  insurance on and over your respective business and assets,
                  such insurance to be against such risks and to the extent
                  usual for persons carrying on a business such as that carried
                  on by you or, as the case may be, by the relevant subsidiary
                  and, from time to time upon the request of the Bank, you shall
                  furnish the Bank with evidence of such insurance,

         5.4      in respect of any pension policy or life policy held by or
                  charged to the Bunk, you agree to ensure that the premiums are
                  paid when due and, upon request from the Bank at any time,
                  promptly to provide the Bank with evidence that payment has
                  been made. In the case of any such pension policy you also
                  agree:

                  (a)      upon request by the Bank at any time, promptly to
                           provide the Bank with evidence that the commutation
                           proceeds will be paid to the Bank,


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                  (b)      except to the extent that you have and apply other
                           funds in repayment of the loan, to take the maximum
                           benefit of the pension policy by way of commutation
                           and its apply that benefit in repayment of the loan
                           when due, and

                  (e)      not to agree to any arrangement that would reduce the
                           commutation amount of the pension policy nor arrange
                           for any transfer to be made from the pension policy,

         5.5      if the purpose of the loan (as stated in the SPECIFIC TERMS
                  AND CONDITIONS) involves building works or works enabling
                  building works affecting any properly, you agree that promptly
                  upon request by the Blank at any time you shall:

                  (a)      provide the Bank with evidence in a form acceptable
                           to the Bank that you have obtained all necessary
                           permissions and approvals for the proposed works and
                           have entered into (in a form of contract acceptable
                           to the Bank) all contracts necessary for the due
                           completion of the proposed works. You will at all
                           times ensure that any other party to any such
                           contract (whether or not such contract has been
                           provided to the Bank) complies with the contract in
                           accordance with its terms. You shall not, without the
                           consent of the Bank, agree to any modification in the
                           terms of any contract which has been provided to the
                           Bank, or terminate any such contract or stop work on
                           any proposed works prior to completion of the works,
                           and

                  (b)      provide to the Bank confirmations (each in a form and
                           from a party acceptable to the Bank) of all
                           expenditure on the works. The Bank may refuse to
                           permit the borrowing of the loan if the amount to be
                           borrowed under this agreement in respect of the works
                           exceeds the total expenditure detailed in the
                           confirmations, and

         5.6      you agree to reduce the loan (in accordance with clause 2
                  above) or to provide the Bank with additional security
                  acceptable to the Bank if the ratio of the loan to the value
                  of the security given to the Bank is at any time higher than
                  that applicable on the date this agreement was signed by the
                  Bank and agree to provide such evidence as the Bank may from
                  time to time require to confirm the value of such security and
                  to confirm that the security remains fully effective. If the
                  loan is to be repaid in more than one amount, the Bank will
                  decide how to apply any early repayment, either (a) by
                  reducing subsequent repayments proportionately or (b) by
                  applying the early repayment to the then latest scheduled
                  repayment instalment(s) so as to reduce the term or the loan.

DEFAULT AND TERMINATION

         6.1      The events listed in (a) to (j) below are called "EVENTS OF
                  DEFAULT". As soon as an Event of Default happens or at any
                  time thereafter, by giving notice to you, the Bank may cancel
                  any obligations it has to lend money to you and may also make


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                  the loan become repayable on demand. When the loan is
                  repayable on demand, you must repay the loan to the Bank
                  together with all interest which has accrued on the loan and
                  any other amounts owing under this agreement as soon as the
                  Bank requests you to pay these amounts. The Bank may do this
                  at the time the loan becomes repayable on demand or at any
                  later time.

EVENTS OF DEFAULT

                  (a)      you fail to pay when due any indebtedness owed by you
                           to the Bank or fail to comply with any other
                           obligation or undertaking to the Bank,

                  (b)      you fail to pay when due any indebtedness owed by you
                           to another creditor or any of your creditors changes
                           (or obtains the right to change) the original date on
                           which that indebtedness is or was due to be paid to
                           an earlier date us a result of your failure to comply
                           with obligations in connection with that
                           indebtedness,

                  (c)      any representation or statement made by you to the
                           Bank, whether or not in connection with this
                           agreement, proves in have been incorrect or
                           inaccurate when made or deemed made,

                  (d)      any person with a legal claim takes possession or a
                           receiver, administrator, custodian, trustee,
                           liquidator or similar official is appointed of the
                           whole or any part of your business or of any of the
                           assets of your business or an administration
                           application is presented or made for the making of an
                           administration order or a notice of intention to
                           appoint an administrator is issued by you or your
                           directors or by the holder of a qualifying floating
                           charge or notice of appointment of an administrator
                           is filed by any person with the court or a judgment,
                           decree or diligence is made or granted against you,

                  (e)      proceedings are commenced or a petition is presented
                           or an order is made or a resolution is passed for
                           your winding up or you are or become insolvent or you
                           stop or threaten to stop payment of your debts
                           generally or you are deemed by law unable to pay your
                           debts or you or your directors convene or become
                           obliged to convene a meeting of shareholders or
                           creditors with a view to winding up or an application
                           is made in connection with a moratorium or a proposal
                           to creditors for a voluntary arrangement by you or
                           you take any action (including entering negotiations)
                           with a view to readjustment, rescheduling,
                           forgiveness or deferral of any part of your
                           indebtedness,

                  (f)      you cease or threaten to cease to carry on your
                           business in the normal course or fail to maintain or
                           breach any franchise, licence or right necessary to
                           conduct your business or breach any legislation
                           relating to your business, including but not limited
                           to any applicable environmental protection laws,


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                  (g)      the persons who now control you cease to have such
                           control,

                  (h)      any guarantee, other security or other document or
                           arrangement relied upon by the Bank in connection
                           with the loan ceases to be continuing or ceases to
                           remain fully effective or notice of discontinuance is
                           received by the Bank or if the Bank reasonably
                           believes that the effectiveness of any such document
                           or arrangement . is in doubt or if any provision of
                           such document or arrangement is not complied with for
                           any reason or any favourable tax treatment afforded
                           to any pension policy or to any life policy held by
                           or charged to the Bank ceases to be available,

                  (i)      any of the above events occur in relation to any
                           parent or subsidiary or any guarantor of or other
                           provider of security for the loan or, in the case of
                           any individual that provides any guarantee or other
                           security for the loan, a petition is presented for a
                           bankruptcy or sequestration order against any such
                           individual or any such individual dies or becomes
                           incapable of managing his or her affairs by reason of
                           mental disorder, or any action is taken in any
                           jurisdiction which is similar or analogous to any of
                           the above events in respect of you or any of the
                           above mentioned panties, or

                  (j)      you fail or have failed to disclose to the Bank any
                           important information that is relevant to the loan or
                           the security required or you undertake or are subject
                           to any action or occurrence which the Bank reasonably
                           believes could place at risk the payment of any
                           amount owing to the Bank.

         6.2      If any Event of Default happens or anything happens that might
                  lead to an Event of Default, you shall inform the Bank
                  immediately.

         6.3      If any amount payable in respect of this agreement is not paid
                  when due (including any amount payable under this clause 6,
                  you shall pay interest on that amount at the default rate from
                  the date on which the amount was due until it is paid to the
                  Bank. Interest, if unpaid, shall be added to the amount in
                  default at monthly intervals. The default rate shall be the
                  rate determined by the Bank to be 3% per annum higher than the
                  rate of interest specified in the SPECIFIC TERMS AND
                  CONDITIONS that would normally apply.

         6.4      You shall indemnify the Bank against any costs incurred or
                  losses reasonably sustained by the Bank as the result of any
                  Event of Default.

         6.5      You shall also pay any costs and expenses reasonably incurred
                  by the Bank in enforcing or perfecting any security for the
                  loan and in enforcing or preserving its rights under this
                  agreement.

OTHER

         7.1      This agreement shall be construed mind have effect in
                  accordance with English law and is subject to the jurisdiction
                  of the English Courts. The Bank may take action against you in
                  any other jurisdiction where proceedings may be lawfully
                  commenced.


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         7.2      No delay or omission by the Bank in exercising any of its
                  rights hereunder shall operate or be construed as a waiver,
                  nor shall any single or partial exercise of any such right
                  prevent any other or further exercise thereof or the exercise
                  of any other right.

         7.3      If the loan is to be borrowed, or if any payment becomes due
                  from you, on a day which is not a business day then the amount
                  concerned will be borrowed or, as the case may be, will become
                  payable on the next business day.

         7.4      The Bank may use any credit balance there may be on any of
                  your accounts towards payment or any amounts owed by you to
                  the Bank under this agreement without notifying you
                  beforehand, whether such credit balances are in sterling or
                  any other currency or are deposited for fixed or determinable
                  periods.

         7.5      Unless otherwise agreed by the Bank you shall at all times
                  during the term of this agreement keep a current account (or
                  other account for the purposes of meeting all payments due to
                  the Bank under and in connection with this agreement) with the
                  Bank and all amounts from time to time due lo the Bank under
                  this agreement may be debited to that account. You shall keep
                  enough money in the account (or ensure that there are
                  sufficient funds available within any agreed overdraft.) to
                  meet all such payments as they become due.

         7.6      Any security given to the Bank (whether given before the date
                  on which this agreement is signed by the Bank or at any time
                  in the future and whether or not. specified in this agreement)
                  shall, unless otherwise agreed by the Bank. be security not
                  only for the loan but also for all other moneys and
                  liabilities whether certain or contingent at any time due,
                  owing or incurred by you to the Bunk.

         7.7      Members of the Lloyds TSB group from time to time may transfer
                  information regarding you among themselves, to their auditors
                  for the time being and to any potential assignee or transferee
                  of the loan. Information may not be transferred further or
                  otherwise (including for marketing purposes) without prior
                  written consent unless such information is in the public
                  domain or unless the Bunk is required by law so to do.

         7.8      This agreement and all communications from you to the Bank in
                  connection with this agreement and the loan (all of which are
                  to be sent in writing to the Bank at the address given at the
                  heading of this agreement or to such other address as the Bank
                  may from time to time advise) shall be signed on your behalf
                  either in accordance with the mandate given by you to the
                  Bank, or if requested by the Bank, in accordance with a
                  specific resolution of your Board of Directors. All
                  communications (whether given by you or by the Bank) relating
                  to loan and any change to this agreement shall he in English.


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         7.9      This agreement is for the benefit of the contracting parties
                  only and shall not confer any benefit on or be enforceable by
                  a third party.

         7.10     Any change to this agreement that is not permitted in this
                  agreement must be made in writing and be signed by the
                  contracting parties.

         7.12     The SPECIFIC TERMS AND CONDITIONS and GENERAL TERMS AND
                  CONDITIONS shall be read and construed as one agreement.

         7.12     References in this agreement to:

                  THE BANK includes its successors and assigns.

                  BANK RATE means the Bank's Base Rate from time to time. This
                  rate will be displayed in branches of the Bank and may be
                  varied (either up or down) by the Bunk at any time.

                  a BUSINESS DAY means a day other than a Saturday or a Sunday
                  on which banks are open for normal business in England and
                  Wales.

                  CONTROL shall have the meaning given to it in Section 840 of
                  the Income and Corporation Taxes Act 1988 or any amendment to
                  or restatement of that Act for the time being in force.

                  FINANCIAL STATEMENT means any particular time the latest
                  consolidated balance sheet and profit and loss account (being
                  audited or signed by an independent accountant if so required
                  by law or by the Bank at any time and being prepared on the
                  some basis, containing a similar level of detail and in
                  accordance with the same accounting principles as, and for an
                  accounting reference period consistent with, the latest such
                  balance sheet and profit and loss account received by the Bank
                  prior to the date on which this agreement is signed by the
                  Bank) of you and your subsidiaries together with the notes to
                  both.

                  LOAN means, at any particular time, the total amount which may
                  he borrowed by you under this agreement or, it appropriate,
                  the total amount which has been debited to the loan account
                  and remains outstanding at such time. The loan may, at any
                  time, include any interest, costs and charges added to the
                  loon account in accordance with this agreement.

                  MONTH means a calendar month.

                  PARENT and SUBSIDIARY shall have respectively the meaning
                  given to parent undertaking and subsidiary undertaking in
                  Section 258 of the Companies Act l985 or any amendment to or
                  restatement of that Act for the time being in force. During
                  any period in which you do not have a SUBSIDIARY, all
                  references to your subsidiaries shall be ignored and the
                  relevant text read and construed accordingly.


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         7.13     For the purposes of the financial covenants:

                  PROFIT BEFORE TAXATION shall include items of an exceptional
                  nature and shall exclude items of an extraordinary nature
                  unless taken into account at the Bank's discretion for the
                  purpose of any relevant calculation.

PRECONDITIONS SCHEDULE

         No preconditions required.

SECURITY SCHEDULE

         (1)      an all moneys guarantee from Emrise Corporation for a
                  principal amount of (pound)5000,000 plus interest and other
                  costs as detailed in the guarantee and in respect of your
                  debts and liabilities to the Bank,

         (2)      admission of Pascall Electronics Limited to the omnibus
                  guarantee and letter of set off,

         (3)      an unlimited debenture from Pascall Electronics Limited,

         (4)      an assignment of the proceeds a life insurance policy of not
                  less than (pound)500,000 which is to be taken out in respect
                  of Graham Jefferies with assurers acceptable to the Bank,

         (5)      a deed of postponement from Emrise Corporation in respect of a
                  loan of US$5,000,000 to you,

         (6)      an unlimited debenture dated 7th August 1986 from Xcel
                  Corporation Limited,

         (7)      an omnibus guarantee and set off agreement dated 4th April
                  2000 among the Bank, Xcel Corporation Limited, Xcel Power
                  Systems Limited, Belix Wound Components Limited,

         (8)      an unlimited all moneys guarantee dated 18th March 1998 from
                  Xcel Power Systems Limited in respect of your debt, and
                  liabilities to the Bank, and

         (9)      a letter of comfort dated 14th December 1987 from XCEL
                  Corporation Limited.


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You acknowledge having received, read and understood a copy of this agreement
and, in consideration of the Bank agreeing to grant the loan, agree to the
SPECIFIC TERMS AND CONDITIONS and to the GENERAL TERMS AND CONDITIONS set out
above (together the "agreement"). You also acknowledge that this agreement
comprises all the terms currently applicable to the loan and that no
representation, warranty or undertaking has been made by the Bank in connection
with the loan which is not set out in this agreement and, in deciding to enter
into this agreement and to proceed with any transaction or project for which the
loan has been sought, you recognise that the Bank has no duty to give you advice
and you have not received or relied upon any advice given by the Bank.

Signed for and on behalf of Xcel Corporation by

<TABLE>
<S>    <C>


/S/  G.M.J. Jeffries                (signature)              /S/ Carmine T. Oliva                (signature)
------------------------------------                     ----------------------------------------
*Director/Authorised Signatory/                          *Director/Authorised Signatory/Secretary


G.M.J. Jeffries                     (signature)          Carmine T. Oliva                        (signature)
------------------------------------                     ----------------------------------------

Pursuant to a Resolution of the Board dated                                             #
                                            --------------------------------------------

Date     June 30, 2005
     ----------------------
Signed for and on behalf of the Bank by

                                                     #        This will be either the date of the account
--------------------------------------------                  mandate if an appropriate resolution is
Manager/Authorised Signatory/                                 contained herein, or the date of a specific
                                                              resolution passed in respect of this loan
Date     June 30, 2005
     ---------------------------------------         *        Delete as appropriate

IMPORTANT NOTE:
---------------

THIS AGREEMENT CREATES LEGAL OBLIGATIONS.  BEFORE SIGNING YOU MAY WISH TO TAKE INDEPENDENT ADVICE.
--------------------------------------------------------------------------------------------------


Lloyds TSB Bank plc Registered Office 25 Graham Street, London EC2V 7HN.
Registered in England Number 2065 Authorized and regulated by the Financial
Services Authority and a signatory to the Banking Codes.


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