Exhibit 10.24


                          STANDARD CONDITIONS FOR THE

                           SALE AND PURCHASE OF DEBTS



                                     BETWEEN





                                 Elcom Group Ltd


                                       AND



                      DEUTSCHE FINANCIAL SERVICES (UK) LTD

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                    DEUTSCHE FINANCIAL SERVICES (UK) LIMITED
             STANDARD CONDITIONS FOR THE SALE AND PURCHASE OF DEBTS
                                  VERSION 10/97

1.        Definitions

1.1      The headings in the Agreement and these  Conditions are for convenience
         only and  shall in no way  affect  their  construction.  The  following
         expressions shall have the meaning set out opposite each:

Administration      Fee - a charge for the  services  provided or to be provided
                    by DFS, in respect of each Debt  vesting in DFS,  calculated
                    in accordance with the Particulars.

Approved Debt       - a Debt  referred  to in a Schedule  delivered  to DFS
                    which at the time such  Schedule  is  delivered  or any time
                    thereafter

                    (i)  is not an Ineligible Debt; and
                    (ii) in relation to which the Client is not and has not been
                         in breach of any warranty or  undertaking  contained in
                         this Agreement; and (iii) which is undisputed.

Associate           - any person,  partnership  or body  corporate in which
                    the Client or any director,  shareholder,  agent or employee
                    of the  Client  has a  material  interest  or  any  officer,
                    director,   shareholder,   affiliate,   parent,  partner  or
                    subsidiary  of the Client or any other form of  associate of
                    the  Client's  as set  out in  section  184 of the  Consumer
                    Credit Act 1974.

Base Rate           - the Base Rate or any replacement or substituted  rate
                    as quoted by National  Westminster Bank plc or its successor
                    for the currency in which any Prepayment is made.

Client              - the entity shown as the Client in the Particulars.

Collection Date     - two clear  Working Days after a remittance in respect of a
                    Debt appears on DFS' bank account.

Concentration Percentage  - the  percentage  (referred to in the
                    Particulars)  which  the  total of  Prepayments  made to the
                    Client by DFS in  relation  to  unpaid  Debts due by any one
                    Customer  bears to the total of all unpaid  Debts  vested in
                    DFS from time to time.


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Confidential  Information - all information  relating directly to
                    the Client's or any Subsidiary's  business and/or operations
                    which is of a secret and proprietary nature, as disclosed by
                    the  Client  or  any   Subsidiary   to  DFS.   "Confidential
                    Information"  includes  customer  lists and any  information
                    relating to  customers  or  entities  which are or have been
                    customers of the Client or any of the  Subsidiaries  and any
                    information   relating  to  suppliers,   supplier  lists  or
                    requirements,  price lists or price instructions,  marketing
                    and sales information, business plans or dealings, employees
                    or officers,  financial information and plans, new products,
                    research and product  development  activities,  any document
                    marked  "confidential",  any information  which DFS has been
                    told or is aware is confidential  and any information  which
                    has  been   given  to  DFS  in   confidence.   "Confidential
                    Information"  does not include  information  which:  (i) was
                    already in DFS'  possession  prior to its  disclosure by the
                    Client  or  any  Subsidiary;   or  (ii)  becomes   generally
                    available  to  the  public,  other  than  as a  result  of a
                    disclosure by DFS.

Contract of Sale    -  any  contract  for the  supply of Goods by the Client or 
                    a Subsidiary.

Contracted Amount   - in relation to a Debt, the total amount under
                    a Contract of Sale payable to the Client or a Subsidiary  by
                    a  Customer  including  any  tax  or  duty  but  before  any
                    deduction or allowance for prompt payment or otherwise.

Credit Limit        - an  amount   which  may  from  time  to  time  be
                    established  (by  DFS  in  DFS'  reasonable  discretion)  in
                    relation to any  Customer.  Its purpose is to determine  the
                    extent to which the aggregate  indebtedness  of any Customer
                    at any one time comprises Approved Debts for the purposes of
                    making Prepayments.

Cure Period         - such  period as shall be  determined  by DFS in its
                    absolute  discretion  and be conveyed by written notice from
                    DFS to the  Client by the  expiry of which the  Client  must
                    cease to breach the  obligation or liability  referred to in
                    DFS' notice.

Current Account -   an account maintained by or on behalf of DFS in
                    the Client's name, to show the balance at any time between:

                    (i) all payments made to the Client and all costs  expenses,
                    charges  and other sums paid or payable by the Client to DFS
                    (including contingent liabilities); and

                    (ii) the amount of all Purchase Prices credited.

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Customer            - any entity which incurs or may incur any obligation to
                    make payment under a Contract of Sale.

Debt                - the amount  (or where the  context so admits a part of the
                    amount) of any  obligation  incurred  or to be incurred by a
                    Customer under a Contract of Sale (including any tax or duty
                    payable and all Related Rights).

Debts Purchased     - an account maintained by DFS to show the anticipated
Account             Purchase Price of Debts
Defaulted Debt      (i) a Debt which remains unpaid for ninety days or more from
                    the  Invoice  Date;  or  (ii)  a Debt  due  by an  Insolvent
                    Customer;  or (iii) a Debt which in DFS' reasonable  opinion
                    is uncollectable.

Delivered           - in  relation  to Goods -  despatched  to the  Customer  in
                    accordance with a Permitted Contract; and
                    - in relation  to work done or services  rendered - complete
                    performance.  "Deliver"  and  "delivery"  shall be construed
                    accordingly.

DFS                 - Deutsche Financial Services (UK) Ltd.

Discounting Charge  - a  charge  calculated  daily,  at the  rate  shown  in the
                    Particulars  on the  basis of a 360 day  year,  on the debit
                    balance on the  Current  Account  and which shall be debited
                    monthly to the  Current  Account.  The credit of any part of
                    the  Purchase   Price  to  the  Current   Account  prior  to
                    Collection  Date shall not be taken  into  account in making
                    such calculation.

Event of Default    - has  the  meaning  given  to  that  expression  in  the US
                    Agreement.

Funding Limit       -  the  amount  of  the  debit  balance,  specified  in  the
                    Particulars,  on the Current  Account  which must not at any
                    time be exceeded  or such higher sum as DFS in its  absolute
                    discretion determines.

Goods               - goods, services, work and materials or licences.

Indebtedness        - all of  the  Client's  liabilities  and  indebtedness  for
                    borrowed  money of any kind and nature  whatsoever,  whether
                    direct or  indirect,  absolute  or  contingent,  secured  or
                    unsecured.

Ineligible Debts    (i)  Defaulted Debts; or
                   (ii) any sums due from credit insurers; or


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                    (iii) any Debt payable by a Department or Ministry or Agency
                    of the Crown or similar in relation to a foreign government:
                    or (iv) any Debts  whose  invoice  shall be  addressed  to a
                    Customer  outside a  Permitted  Country  or  expressed  in a
                    currency other than sterling (unless approved of by DFS); or
                    (v) any Debt subject to a contra account by the Customer; or
                    (vi) any Debts in excess of the Concentration  Percentage in
                    the date order of their creation; or (vii) any Debt which is
                    to be rebated to the Customer; or (viii) any Debt on account
                    of  a  Contract  of  Sale  which  has  not  been  completely
                    performed;  or (ix) any Debt payable by a Customer who is an
                    Associate; or (x) all Debts of any Customer whose instrument
                    in or towards the  discharge of a Debt shall not be honoured
                    on first presentation;  or (xi) all Debts under the Contract
                    of Sale payable by stage or  instalment  payments;  or (xii)
                    all Debts in respect of which the Client  cannot comply with
                    its warranties and  undertakings to DFS; or (xiii) all Debts
                    disputed by  Customers;  or (xiv) any Debt due by a Customer
                    which is not a commercial or institutional  entity;  or (xv)
                    Debts  which  do not  conform  to the  terms of  payment  as
                    provided in the Particulars; or (xvi) all Debts payable by a
                    Customer  if  more  than  half of the  indebtedness  of such
                    Customer  which is due and  owing to the  Client at any time
                    exceeds the Recourse Period specified in the Particulars; or
                    (xvii) Debts in excess of Credit Limits. (xviii) Debts whose
                    invoices are  addressed to Customers in Permitted  Countries
                    referred  to in clause 1.6  outside  the  United  Kingdom in
                    aggregate in excess of  (pound)500,000 in their Invoice Date
                    order.

Initial Survey Fee  - the fee payable by the Client to DFS for the first Survey

Insolvency          - in relation to an individual:
                   (i)  his bankruptcy; or
                   (ii)  his sequestration.

                    - in relation to a Partnership:  
                    (i) its winding up; or 
                    (ii)  the  Bankruptcy  or  sequestration  of any or all  the
                    partners;

                    - in relation to any Limited Company:


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                    (i) the passing of a resolution  for a voluntary  winding up
                    (other than for the purpose of a solvent  reorganisation  or
                    reconstruction);  or (ii) the  making of a winding up order;
                    or (iii) the appointment of an administrator pursuant to the
                    Insolvency Act 1986; or (iv) a Receiver or an Administrative
                    Receiver being appointed to all or any part of its property.

                    - in relation to any entity:
                    (i) any voluntary arrangement under the Insolvency Act 1986;
                    or (ii) the appointment of a judicial factor.

                    and "insolvent" shall be construed accordingly.


Invoice Date        - in respect of any Debt,  the date of  Client's  invoice to
                    the  relevant  Customer for the sale of Goods giving rise to
                    such Debt.

Net Value           - the  Contracted  Amount  of each  Scheduled  Debt less any
                    deduction   allowed  or  allowable  for  prompt  payment  or
                    otherwise.

Offer               - an unconditional offer from the Client in such form as DFS
                    may  stipulate,  to  sell a  Debt  to DFS  with  full  title
                    guarantee   which  DFS  shall  be  free  in  its  reasonable
                    discretion  to accept or reject and where more than one Debt
                    is at the same time  included in an Offer each Debt shall be
                    considered as being subject to an individual offer.

Particulars         - the  matters  referred  to in that  part of the  Agreement
                    headed "Particulars".

Permitted  Contract - any  Contract  of Sale  entered  into by the  Client  or a
                    Subsidiary  in the course of its Business  (specified in the
                    Particulars)  with a  Customer  carrying  on  business  in a
                    Permitted Country and which provides for payment in sterling
                    or the Euro or such  other  currency  as DFS may in  writing
                    approve.

Permitted Country   - a  country  or  territory  listed  in the  Particulars  or
                    otherwise  agreed  in  writing  by DFS  (provided  that such
                    agreement has not been withdrawn).

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Prepayment          - the amount up to which DFS, at the Client's request, shall
                    prepay before Collection on account of the Purchase Price of
                    an  Approved  Debt  and  which  shall be  calculated  at the
                    percentage shown in the Particulars of the Net Value.

Purchase Price      - the  amount  payable  by  DFS to the  Client  pursuant  to
                    condition  5.1 for  each  Debt,  with  its  Related  Rights,
                    purchased by DFS.

Reasonable          -  reasonable  by the  standards  of a prudent  purchaser in
                    England, of Debts of the nature,  quality and value of those
                    being sold by the Client,  when dealing with a seller of the
                    nature and financial  standing of the Client and taking into
                    account all matters of fact and opinion known  regarding the
                    Client and its Customer (and "reasonably" shall be construed
                    accordingly).

Recourse            - DFS'  right,  by oral or written  notice,  to require  the
                    Client to repay to DFS all Prepayments  made in respect of a
                    Scheduled Debt.

Recourse Period     - the period referred to in the Particulars at the expiry of
                    which DFS may require  Recourse in respect of any  Scheduled
                    Debt.

Related Rights      - the benefit of all  guarantees,  indemnities,  insurances,
                    instruments and securities given to or held by the Client or
                    a Subsidiary in relation to any Debt; and
                    - any ledger,  computer data,  statement or other record and
                    any invoice,  delivery note or other document on which or by
                    which any Debt is recorded or evidenced; and
                    - all the  Client's  or,  as the case may be,  the  relevant
                    Subsidiary's  rights  pursuant  to the  Contract of Sale but
                    without any  obligation  on DFS to complete  the Contract of
                    Sale; and;
                    - all bank statements  evidencing  receipt of monies towards
                    settlement of a Debt;
                    - ownership of any Transferred Goods.

Schedule            - in relation to a Debt not  previously  scheduled  to DFS -
                    the  delivery  by the Client to DFS of a  schedule  of Debts
                    which  shall  have come into  existence  in such form and by
                    such  method,   whether  in  writing,   by  electronic  data
                    transfer,  or other means, as shall be reasonably prescribed
                    by DFS from time to time and where  appropriate  its receipt
                    by DFS.

Scheduled           - included in a Schedule or Offer delivered to DFS.

Survey              - the exercise by DFS of its rights under Condition 12.1.


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Termination Event  - any event set out in clause 20 entitling  DFS to terminate
                    this Agreement whether or not DFS shall so terminate.

Terms of  Payment   -  the  Client's,  or as  the  case  may  be,  the  relevant
                    Subsidiary's  conditions,  approved by DFS, as to the method
                    and time for payment of a Debt and  included in the Contract
                    of Sale; these may include a settlement discount up to 5% or
                    such  higher  amount  as may be agreed  between  DFS and the
                    Client; the conditions of payment set out in the Particulars
                    shall be so approved.

Transferred Goods   - Goods which any Customer shall reject,  or shall return or
                    attempt to return to DFS or the Client or indicate a wish to
                    do so; or - which  the  Client  or, as the case may be,  the
                    relevant  Subsidiary or DFS recover from the Customer in the
                    exercise  of the  Client's  or,  as the  case  may  be,  the
                    relevant  Subsidiary's rights under the relevant Contract of
                    Sale.

Trading Conditions  - that  portion of the standard  conditions  (other than the
                    Terms of  Payment)  upon  which the  Client or a  Subsidiary
                    enters into  Contracts of Sale which will be approved by DFS
                    from time to time in writing (the initial Trading Conditions
                    having been initialled for the purpose of  identification by
                    DFS and the Client on the date hereof).

United Kingdom      - United  Kingdom of Great Britain and Northern  Ireland and
                    the Channel Islands and the Isle of Man.

US Agreement        -  the meaning given to that expression in the Particulars.

Working Day         - a day other  than a Saturday  or Sunday  when both DFS and
                    banks in the City of London shall be open for the conduct of
                    all normal business.

1.2      Unless the context  otherwise  indicates,  the  singular  includes  the
         plural and any gender shall include any other gender.

1.3      Where in or in  relation  to any place  outside  England  and Wales the
         meaning  of a word  or  expression  used  in  this  Agreement  is to be
         considered  and such  word or  expression  has no  counterpart  in that
         place,  it shall,  unless  the  context  otherwise  requires,  have the
         meaning of its closest equivalent in that place.

1.4      Headings to clauses and conditions are for convenience only. They shall
         not affect the interpretation of this Agreement.  References to clauses
         are to clauses of the Agreement  and to conditions  are to the numbered
         sections appearing in this document.

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1.5      References to an Act of Parliament  shall be deemed to include each Act
         as amended,  modified or  re-enacted  or any order,  rule or regulation
         made thereunder.

1.6      The meaning of general  words  introduced by the word "other" shall not
         be  limited  by  reference  to  any  proceeding   word  or  enumeration
         indicating a particular class of acts matters or things.

1.7      If any  provision of this  Agreement  shall to any extent be invalid or
         unenforceable  then  the  remainder  of  this  Agreement  shall  not be
         affected or impaired.



2.       Duration

2.1      This Agreement shall begin on the Commencement  Date referred to in the
         Particulars and shall continue except as provided in Condition 2.2, for
         the Minimum  Period also  referred  to in the  Particulars.  DFS or the
         Client may  terminate  this  Agreement by giving to the other notice in
         writing, at any time, of at least the Minimum Notice Period referred to
         in the Particulars to expire at any time after the Minimum  Period.  In
         the event that the US Agreement  terminates,  this  Agreement  shall be
         deemed to have terminated on the same date.

2.2      DFS shall  have the right at any time  immediately  to  terminate  this
         Agreement  by  giving  written  notice  upon or at any time  after  the
         happening of a Termination  Event for so long as the same is continuing
         unremedied and unwaived.

2.3      Except as otherwise  provided,  termination shall not affect the rights
         or obligations of either the Client or DFS in relation to any Debt then
         vested in DFS. This  Agreement  shall  continue to bind both the Client
         and DFS for so long as may be  necessary  to  satisfy  such  rights and
         obligations and, in any event, until all sums due to DFS hereunder have
         been paid in full.

2.4      This Agreement shall remain effective notwithstanding any change in the
         Client's name or constitution.

2.5      The Client  shall have the right at any time  immediately  to terminate
         this Agreement in the event that DFS commits any material breach of its
         obligations under this Agreement and (if capable of remedy) such breach
         is not remedied  within three Working Days following  receipt by DFS of
         notice from the Client  requiring  the same to be remedied (in the case
         of any  obligation in relation to the  discounting  of Debts) or within
         fifteen Working Days of notice from the Client requiring the same to be
         remedied (in any other case).

2.6      Without  prejudice to the other  provisions of this Clause 2, if at any
         time after the Minimum  Period the Client in writing  requests that the
         Funding  Limit  be  increased  and DFS is  unwilling  to  agree to such
         increase  then the Client may serve on DFS

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         thirty days'  notice of its  intention  to  terminate  this  Agreement
         provided that such notice is  accompanied  with a formal offer from an
         alternative discounter or factor of Debts including:

         (i)      discounting charges and administration fees;
         (ii)     all charges;
         (iii)    prepayment percentages;
         (iv)     eligibility for prepayments;
         (v)      the funding limit  ("Revised Terms")

         Within thirty days of such notice DFS may offer  substantially  to meet
         such  Revised  Terms in respect of the  services  provided by DFS under
         this  Agreement.  If the Client  accepts DFS' offer then this Agreement
         will continue in full force except that the Revised Terms will apply.

         If the Client elects not to accept DFS' offer,  then (unless the Client
         elects to withdraw  its notice of  termination)  this  Agreement  shall
         terminate on the day which is thirty days after the Client notified DFS
         of its  decision  not to accept  DFS' offer (and,  in that  event,  the
         Client must pay to DFS a fee of (pound)18,000).

3.       Applicability, Title to Debts and Schedules

3.1      This  Agreement  shall  apply  only to the Debts or  classes  of Debts
         referred to in the Particulars.

3.2      As soon as possible on or after the  Commencement  Date the Client will
         make an Offer to DFS in  respect  of each Debt due to the Client on the
         Commencement  Date together with its Related  Rights.  DFS shall accept
         the Client's  Offer by crediting the value of each accepted Debt to the
         Debts Purchased Account.  Upon such acceptance  beneficial ownership of
         such Debts and their Related Rights shall vest in DFS. Debts,  together
         with their Related Rights, coming into existence after the Commencement
         Date  shall  vest in DFS  automatically  upon such  Debts  coming  into
         existence.  If for any reason any Debt or any Related Rights shall fail
         effectively  to vest in DFS then the Client or the relevant  Subsidiary
         will hold them in trust for DFS.  Following a Termination Event, for so
         long as the same is continuing unremedied and unwaived,  DFS may at any
         time give notice to the Customer or any other  person of the  existence
         of such trust and that payment is to be made to DFS. By DFS'  execution
         hereof DFS acknowledges intimation of such trust.

3.3      In respect of Debts coming into existence after the  Commencement  Date
         the Client shall  furnish  Schedules of Debts to DFS within two days of
         the  Delivery  of Goods  or at such  later  time as DFS may  reasonably
         stipulate.  Each Schedule  shall be  accompanied  by such documents and
         information as DFS may reasonably require. However, DFS may at any time
         give  written  notice  to  the  Client  that  certain  Debts  need  not
         thereafter be Scheduled.

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3.4      Following a Termination  Event,  for so long as the same shall continue
         unremedied and unwaived, DFS may at any time require the Client, at the
         Client's  reasonable  expense,  to  complete  and deliver to DFS a duly
         executed written  assignment of any Debt or its Related Rights with all
         stamp duty thereon paid by the Client and in a form approved by DFS.

4.       Credit Limits and Approved Debts

4.1      DFS may in DFS' reasonable discretion,  at any time, establish a Credit
         Limit for any Customer and will promptly  notify the Client of any such
         Credit  Limit.  A Credit Limit shall be subject to such terms as may be
         specified by DFS.

4.2      DFS may in DFS' reasonable  discretion  increase,  reduce or cancel any
         Credit  Limit by  notice,  including  oral  notice,  which  shall  have
         immediate  effect.  However  (except as provided in  condition  4.5) no
         reduction  or  cancellation  shall affect any  existing  Approved  Debt
         arising  from  Goods  Delivered  prior to the  service  of such  notice
         provided  that such Debt shall  otherwise  continue  to be an  Approved
         Debt.

4.3      If the total of Debts outstanding from any one Customer is in excess of
         the Credit Limit  relating to that Customer then to the extent that any
         Debt within the Credit Limit shall be paid or otherwise discharged, the
         next Debt of that  Customer (in the order in which such Debts have been
         Scheduled) shall come within the Credit Limit prevailing at the time of
         such payment or discharge.

4.4      If more than half of the indebtedness of a Customer at any time remains
         unpaid  beyond  the  expiry of the  Recourse  Period  specified  in the
         Particulars, no part of the entire indebtedness of that Customer shall,
         until  further  notice by DFS,  be treated as  consisting  of  Approved
         Debts.

4.5      All Credit Limits shall  automatically be cancelled upon termination of
         this  Agreement.  Thereupon  no unpaid Debt shall be an Approved  Debt.
         Following  a  Termination  Event,  for so  long as the  same  continues
         unremedied or unwaived,  (whether or not DFS terminate this  Agreement)
         DFS may by notice to the  Client  immediately  cancel all or any Credit
         Limits.  Thereupon no Outstanding  Debt of the Customer  referred to in
         such notice shall then be an Approved Debt and no further Debts of such
         Customer shall be Approved Debts.

4.6      Should the Client reveal to any person,  including  any  Customer,  the
         existence,  absence or amount of any Credit Limit or any reason for the
         same, it will not reveal the name of DFS.

4.7      In  establishing  any  Credit  Limit  DFS  shall  not  act as a  credit
         reference  agency.  Credit  Limits  will be  established  for  DFS' own
         purposes  and may not be taken as an  indication  or warranty as to the
         creditworthiness   of  any   Customer.   Except  in  relation  to  DFS'
         obligations  in  respect  of  Approved  Debts,  DFS shall have no other
         liability to the Client arising out of the establishment,  modification
         or withdrawal of a Credit Limit.

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5.       Purchase Price and Payments by DFS

5.1      The  Purchase  Price of each Debt  (together  with its Related  Rights)
         purchased by DFS shall be the amount paid by the Customer in or towards
         the   discharge  of  the  Debt  less  the   Discounting   Charge,   the
         Administration  Charge and the Charge referred to in Condition  6.1(v).
         The Client's  right to payment of the Purchase  Price of any Debt shall
         be exercisable  solely by withdrawals from the Current Account,  within
         the  Funding  Limit and  subject to the  restrictions  imposed by these
         Conditions.

5.2      Upon any Debt  being  Scheduled,  DFS  shall  provisionally  enter  the
         Purchase Price of such Debt in the Debts Purchased  Account referred to
         in Condition 7.2. For  administrative  convenience  DFS shall make such
         entry at its Scheduled value.  DFS may subsequently  make any necessary
         adjustment.

5.3      The amount of each Collection  shall be credited to the Debts Purchased
         Account on its Collection Date in or towards settlement of the Purchase
         Price of the Debt and on the  same day an  equivalent  amount  shall be
         credited  to the  Current  Account.  If a  Collection  is only for part
         payment of a Debt,  then only a  proportionate  amount of the  Purchase
         Price shall be payable following such Collection.

5.4 Subject to DFS' other rights in this Agreement, at the Client's request:

          (i)     DFS will  pay to the Client in respect of all Approved Debts:

                  - the Prepayment  (prior to expiry of the Recourse  Period) on
                  the day of the  Client's  faxed or  written  request  for such
                  payment  provided  that such request is received no later than
                  noon on the day of such request and that a verbal  estimate of
                  the amount of such payment is provided to DFS by 11.00 am; and

          (ii) in respect of all Scheduled  Debts in settlement of or on account
of the Purchase Price:

                  - an  amount  equivalent  to  any  remittance  received  in or
                  towards settlement of any Debt (less any Prepayment previously
                  made) on the  Collection  Date  provided  that such request is
                  received  no later  than noon on the day of such  request  and
                  that a  verbal  estimate  of the  amount  of such  payment  is
                  provided to DFS by 11.00 am; and

          (iii)   - All  payments  to the Client  shall be made by CHAPS in same
                  day funds to such bank  account of the Client as may from time
                  to time be advised by the Client to DFS.

5.5      The amounts of all payments by DFS  pursuant to Condition  5.4 shall be
         debited to the Current  Account.  The Client will repay to DFS promptly
         upon demand any amount by which any Prepayment  shall exceed the amount
         of the  Purchase  Price  tendered  by the  relevant  Customer  in final
         settlement of the Debt.

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5.6       DFS  shall  not be  obliged  to make  any  payment  to the  Client  in
          circumstances when:

          (i)     such  payment  would  cause the debit  balance on the  Current
                  Account  to exceed  the  lesser of either  (a) the  percentage
                  referred to in clause 1.9 of all outstanding Approved Debts or
                  (b) the Funding Limit; or
          (ii) any petition or application for the Client's  Insolvency shall be
               pending.

5.7      On or at  any  time  after  the  occurrence  of any  Termination  Event
         (whether or not DFS exercises DFS' right to terminate  this  Agreement)
         DFS shall not be obliged to make any  Prepayment  or any other  payment
         before  the  Collection  Date and  shall be  entitled  on demand to the
         repayment of all such Prepayments  previously made in respect of all or
         any Debts then outstanding.

5.8      DFS shall not be obliged to make any  Prepayment  before the Collection
         Date in  circumstances  where  DFS,  acting  reasonably,  considers  it
         necessary or desirable to verify the existence or amount of such Debt.

5.9      The Client will promptly on demand repay to DFS a sum equivalent to the
         amount by which the debit  balance on the Current  Account  exceeds the
         lesser of either the Funding Limit or an amount  calculated by applying
         the Prepayment  Percentage shown in the Particulars to the Net Value of
         all Outstanding Approved Debts.

6.        DFS' Fees and Charges

6.1 The Client shall pay to DFS:

           (i)    - The  Administration  Fee  monthly  in advance on the First
                    Working Day of each month; and

          (ii)    - the Discounting Charge which for administrative  convenience
                  shall be debited monthly to the Current Account; and

          (iii)   - all reasonable costs, claims, charges and expenses, legal or
                  otherwise  reasonably  incurred or payable by DFS on the basis
                  of a full  indemnity  in  respect  of the  enforcement  of the
                  provisions  of this  Agreement or in obtaining  any release or
                  waiver in respect of Debts or Related Rights.

          (iv)    - following  termination of the Client's  agency in accordance
                  with  clause  7.6 and in DFS'  absolute  discretion  an amount
                  equal to a maximum of 5% of:

                    (i)  the  Scheduled  value of the Debts  unrecovered  at the
                         date of the Termination Event; and

                    (ii) all Debts coming into existence thereafter;

                  provided  that no such  amount  shall be payable in respect of
any Debt arising at any time after this  Agreement is terminated and the balance
of the Current Account is zero.

                                       13
<PAGE>

6.2 All fees and  charges  payable by the Client  exclude any  applicable  value
added tax.

7.        Accounts

7.1 DFS shall maintain the Current Account in the Client's name.

7.2      DFS shall maintain the Debts Purchased  Account in the Client's name to
         which the Scheduled value of Debts shall be debited and all Collections
         shall be credited.

7.3      Following  the  termination  of the  Client's  agency  to  procure  the
         collection of Debts,DFS  shall  maintain  accounts in the names of each
         Customer to which Debts at their  Scheduled  value shall be debited and
         their respective Collections shall be credited.

7.4      DFS shall send to the Client at monthly  intervals,  or more frequently
         as requested by the Client,  statements of the Current  Account and the
         Debts  Purchased  Account  together with such other  information as DFS
         shall  consider  appropriate.  Such accounts and  information  shall be
         treated as correct and binding  upon the Client  (except as to manifest
         errors)  unless DFS is notified in writing of any errors within fifteen
         Working Days of the date of receipt by the Client of such  accounts and
         information.

7.5      Once a week or more  frequently on such days as DFS shall specify,  the
         Client  will  prepare  and  forward  to  DFS a  compliance  certificate
         relating  to  all  Debts  purchased,  prepared  as of the  Working  Day
         immediately  preceding such certificate and computed in accordance with
         the example annexed hereto.

7.6      After  receipt  from  DFS of a copy of  each  Debts  Purchased  Account
         pursuant to condition 7.4, the Client will complete a reconciliation in
         such manner as DFS may reasonably require. This form will reconcile the
         sales ledger control account balance shown in the Client's books to the
         Debts Purchased  Account shown in DFS' books.  The Client shall deliver
         such  reconciliation  to DFS  together  with the  Client's  aged debtor
         analysis no later than the Reporting Date stated in the Particulars.

7.7      Following  termination of the Client's agency in accordance with clause
         7.6 DFS  shall  render  statements  of  account  to  Customers  at such
         intervals as DFS shall consider necessary.

7.8      Any account  maintained by DFS and certified by DFS' Company  Secretary
         to be a true and  accurate  copy shall be prima  facie  evidence in any
         proceedings  as to the  sums  received  and  paid  by DFS or due by the
         Client at the date to which the certificate relates, except only to the
         extent that specific errors and omissions shall be proved.

8.        Currencies

8.1       The Purchase Price of a Debt shall,  unless otherwise agreed,  only be
          paid in sterling.

                                       14
<PAGE>

8.2      Where DFS has agreed that a Debt may be expressed  in a currency  other
         than sterling DFS may  provisionally  calculate  the Purchase  Price by
         converting  the  Scheduled  amount of the Debt at the rate of  exchange
         supplied by DFS' bankers for the time of receipt by DFS of the relevant
         Schedule.  Any necessary  adjustments  shall be made on the day of each
         collection.

8.3      All bank charges for collection  and/or  conversion of a Debt expressed
         in a currency  other than  sterling  and any risk of loss  (between the
         currency  for  payment of a Debt and the  currency  for  payment of the
         Purchase Price) arising from any currency fluctuation and/or conversion
         shall be the Client's responsibility and shall be debited by DFS to the
         Current Account.



9.        Set -off and Other Rights

9.1      DFS shall have the right at any time to combine and balance accounts or
         exercise  retention.  Any amounts payable by the Client to DFS (whether
         under this  Agreement  or  otherwise  and  whether  payable  presently,
         prospectively or contingently) may be set off against monies payable by
         DFS  to the  Client.  DFS  may  in  DFS'  absolute  discretion,  make a
         reasonable  estimate  of such  amounts  payable  where the same  cannot
         immediately  be determined.  The parties  declare hereby that it is not
         their intention by this clause to create any charge or other security.

10.      Client's Undertakings and Warranties

10.1     The Client undertakes that,  throughout the currency of this Agreement,
         the Client will  promptly  disclose to DFS any material  changes in the
         identity of the holders of the Client's  share capital and all material
         adverse  credit  information  which  comes to its  attention  and which
         relates to its Customers.

10.2     The delivery of a Schedule  shall, in relation to each Debt referred to
         in it, be deemed to  constitute  warranties  that,  save as  previously
         disclosed in writing to DFS:

          (i)     payment of the Scheduled amount of the Debt is an existing and
                  binding obligation of the Customer referred to in the Schedule
                  and that the invoice arises out of a Permitted  Contract which
                  is subject to and is not in breach of the laws of England  and
                  which is subject to the Client's or the relevant  Subsidiary's
                  Terms of Payment, referred to in the Particulars,  and Trading
                  Conditions  and is  payable  in  sterling  or Euros or another
                  currency approved by DFS;

                                       15
<PAGE>

          (ii)    the Goods have been  delivered and to the best of the Client's
                  knowledge  and belief the Customer  will accept the Goods sold
                  and  will pay the Debt  without  any  dispute  or  set-off  or
                  counterclaim,  whether  justified or not,  within the Recourse
                  Period (and if the Customer is Insolvent or deceased  that the
                  person having the duty to  administer  the  Customer's  estate
                  will accept a claim or proof of debt for the unpaid balance of
                  the Debt);

          (iii)   The  Client  has the  unconditional  right to assign  the Debt
                  which is  unencumbered  by any charge,  lien,  equity trust or
                  tracing or other right which affects or may affect the Debt or
                  its Related  Rights and that upon notice of  assignment  being
                  given to the Customer the Debt will be payable only to DFS;

          (iv)    no other  person  has or will  have any  interest  in or other
                  right relating to any such Debt or its Related Rights;

          (v)     the  Customer  has a  verifiable  delivery  point,  is  not an
                  Associate and to the best of the Client's knowledge and belief
                  has no right,  other  than  under the  Terms of  Payment,  the
                  exercise of which would  reduce or  extinguish  the  Scheduled
                  amount of the Debt;

          (vi)    The  Client and each  Subsidiary  has all  requisite  consents
                  licenses  and permits for the  performance  of the Contract of
                  Sale  and,  in the  case of the  Client,  to enter  into  this
                  Agreement  and for the  Client or the  Client's  assignees  to
                  receive payment in the permitted currency of the Debt;

          (vii)   there  is no  breach  of any  obligation  owed or owing to any
                  Customer  under a Contract of Sale  related to such Debt;  and
                  that the Client and each  Subsidiary will pay all carriage and
                  shipping charges in accordance with the Contract of Sale;

          (viii)  The Client and each  Subsidiary  will have no  obligations  to
                  Customers  other than under the  Contract of Sale which in the
                  aggregate  give  rise to  financial  liabilities  that  can be
                  offset  against  the Debts or entitle a  Customer  to delay or
                  refuse  payment  and which  exceed  (pound)100,000  at any one
                  time;

          (ix)    to the best of the Client's  knowledge  and belief no Debt may
                  be reduced  except in accordance  with the terms of a Contract
                  of Sale  approved  by DFS or by the  prompt  issue of a credit
                  note on a sound commercial basis;

           (x)    the Debt has not arisen from an  agreement  regulated by the
                  Consumer Credit Act 1974;

          (xi)    to  the  best  of  the  Client's  knowledge  and  belief,  all
                  signatories contained in or appearing on every order, invoice,
                  notification or other document supplied to DFS and relating to
                  a Debt  are  genuine  (and,  in the  case  only  of  documents
                  originated by the Client, the statements contained therein are
                  true);

                                       16
<PAGE>

          (xii)   other than  Customers'  payments  paid to DFS,  no payment has
                  been made by, nor has any invoice been rendered to, a Customer
                  before  Delivery  of the  whole  of the  Goods  to  which  the
                  Contract of Sale relates unless agreed in writing by DFS.

10.3      The Client undertakes to DFS that:

          (i)     the Client and each Subsidiary will not grant any extension of
                  time for payment nor waive,  modify or terminate  any Contract
                  of Sale except in accordance  with the Client's  credit policy
                  statement previously agreed with DFS;

          (ii)    the Client will  promptly  perform all the  Client's  and will
                  procure   that   each   Subsidiary   promptly   perform   such
                  Subsidiary's further or continuing obligations to the Customer
                  under the  Contract of Sale and , at DFS' request will provide
                  evidence  reasonably  satisfactory to DFS of such performance;
                  in the event of any  failure of such  performance,  the Client
                  will permit DFS, on such terms as DFS may reasonably  consider
                  appropriate,  to perform any such  obligations at the Client's
                  expense;

          (iii)   upon a  Customer  becoming  entitled  to a  credit  against  a
                  Scheduled  Debt the Client will  promptly or will procure that
                  the  relevant  Subsidiary  will  promptly  issue and  dispatch
                  credit notes to which the  relevant  Customer  isentitled  and
                  will  promptly  include  details of credit  notes in Schedules
                  (but DFS  shall at all times  have  reasonable  discretion  to
                  require that DFS' prior approval is to be obtained  before the
                  issue of a credit note to a Customer);

           (iv)     as  trustee  for DFS the Client  will hold and will  procure
                    that each  Subsidiary  will hold and keep  separate from the
                    Client's  or as the  case may be the  relevant  Subsidiary's
                    other money,  any  remittance in payment of or on account of
                    or in any  way  relating  to a Debt  or its  Related  Rights
                    vested in DFS and shall  promptly  and in any event no later
                    than close of business the following  Working Day deliver to
                    DFS the identical remittance or, when required by DFS, shall
                    pay the identical  remittance  direct into DFS' bank account
                    or any  other  bank  account  stipulated  by  DFS;  by  DFS'
                    execution   hereof  DFS   acknowledges   intimation  of  the
                    foregoing  trust;  if it be  necessary  for  any  cheque  or
                    remittance  to be  endorsed  to DFS to enable DFS to receive
                    payment  then Client  will  endorse the same to DFS and give
                    DFS' bankers any  indemnity  in respect of non  transferable
                    cheques;

          (v)     the Client  indemnifies  DFS against all reasonable  costs and
                  expenses  incurred  by  DFS  in the  collection  or  attempted
                  collection  of any Debts  following  the  cancellation  of the
                  Client's Agency pursuant to clause 7.6;

          (vi)    in respect of any existing Debt on the  Commencement  Date and
                  in respect of any future  Debt,  promptly  upon it coming into
                  existence,  the Client will make an  appropriate  entry in the
                  Client's  books of  account  that it has been  sold to 

                                       17
<PAGE>

                    DFS and shall  procure that all records of Debts  maintained
                    in the  Client's  books of account  or other  records in the
                    names of Customers  bear a  conspicuous  notation  that they
                    have been assigned to and are only payable to DFS;

          (vii)   no Contract of Sale if the aggregate of such Contracts of Sale
                  exceeds  (pound)50,000  will provide for Delivery of the Goods
                  to be spread over a period exceeding ninety days unless agreed
                  in writing by DFS;

          (viii)  all covenants in respect of Debts shall remain fulfilled until
                  all monies due to DFS (whether  from the Client,  any Customer
                  or otherwise)  under the Agreement and these  Conditions shall
                  have been paid in full;

          (ix)    it will advise DFS promptly  upon  becoming  aware of the same
                  should an event occur which if not  remedied  will result in a
                  Termination Event;

          (x)     it  will  not  create  in  favour  of  any  other   party  any
                  assignment,   mortgage,   charge,   lien,  trust,   pledge  or
                  encumbrance  in  respect  of Debts or any  monies due from the
                  Client to DFS; or do anything  which will affect DFS' right to
                  be treated as the beneficial owner of each Debt;

          (xi)    upon becoming aware of any circumstances which would result in
                  any previously  Scheduled Debt becoming an Ineligible Debt, it
                  will promptly notify DFS;

          (xii)   it will procure that, by no later than 31 December 1998,  none
                  of the Subsidiaries shall continue to originate new Debts.

10.4      Where the  Client is  unable to give all of the  warranties  or comply
          with the Client's obligation herein relating to a Debt the Client will
          enter such Debt on a separate  Schedule with full  particulars of such
          inability.  Any event or circumstance so disclosed shall be deemed not
          to give rise to any breach of the warranties  contained in this Clause
          10.

10.5     During the currency of this  Agreement the Client will not without DFS'
         prior  consent  enter  into any other  agreement  for the  purchase  or
         discounting of the Debts.

11.       Recourse and Repurchase

11.1 DFS may exercise Recourse in respect of:

          (i)     each  Approved  Debt  where  the  Collection  Date  has  not
                  occurred before the expiry of the Recourse Period; or

          (ii)    each  Approved  Debt  upon  breach  of  any  of  the  Client's
                  undertakings,  warranties  or  obligations  to DFS relating to
                  such Debt; or

                                       18
<PAGE>

          (iii)   all  or  any  uncollected  Scheduled  Debts  (whether  or  not
                  Approved Debts) upon termination of this Agreement; or

          (iv)    all or any uncollected Scheduled Debts following the happening
                  of a  Termination  Event for so long as the same is continuing
                  unremedied and unwaived; or

          (v)     the  uncollected  Scheduled  Debts  referred  to in any notice
                  making all or any Approved Debts into Ineligible Debts; or

          (vi) any Scheduled Debt to which Condition 10.4 applies; or

          (vii) each Approved Debt upon the Insolvency of the relevant Customer.

11.2     The Client will  promptly pay all amounts due to DFS by way of Recourse
         upon receipt of any notice from DFS demanding  Recourse  hereunder,  to
         the extent that DFS cannot exercise set-off.

11.3     Alternatively DFS may serve a notice on the Client requiring the Client
         to  repurchase  the Debts  referred  to in  condition  11.1(i) to (vii)
         inclusive in the same  situations at a repurchase  price  equivalent to
         the  amount  of the  Prepayments  made in  respect  of each  Debt.  The
         repurchase  price  shall be  promptly  paid by the  Client  to DFS upon
         receipt of the repurchase notice.

11.4     Until the repurchase  price of all Debts subject to repurchase  notices
         has been paid  together  with all other  sums due to DFS such Debts and
         their Related Rights shall remain vested in DFS.

11.5     Upon DFS serving notice of repurchase of all  outstanding  Debts in the
         circumstances  contemplated in  sub-conditions  11.1(iii) or 11.1(iv) ,
         the  repurchase  price  shall be  treated as being paid when the Client
         pays to DFS an amount  equivalent  to the debit  balance on the Current
         Account,  together with all or any accrued or contingent fees, charges,
         expenses and other sums due to DFS at the date of such payment.

11.6     After payment of the repurchase  price of a Debt, and provided that the
         Client owes no other sum to DFS,  DFS shall  promptly pay to the Client
         any amount  received in relation to such Debt and in the meantime  hold
         it on trust for the Client.

11.7     Whether  before or after the  termination  of this Agreement the Client
         will  repay to DFS an amount  equivalent  to any  monies  collected  in
         respect  of a Debt if  payment  be set aside at any time under the laws
         relating to insolvency.

11.8  Upon  termination  of  this  Agreement  for any  reason  the  Client  will
repurchase all outstanding  Debts for a price equivalent to the debit balance on
the Current  Account but so that no Debt shall  revest in the Client  until such
price shall have been paid.

12.       Client's Accounts and Records


                                       19
<PAGE>

12.1     The   Client   irrevocably   agrees  to  allow   any  duly   authorised
         representative  or agent of DFS at all  reasonable  times  following  a
         Termination Event and on reasonable notice prior to a Termination Event
         to  attend  at and  enter  any of the  Client's  and each  Subsidiary's
         premises to inspect,  verify,  check and copy  (making  free use of the
         Client's  facilities) all books,  accounts,  computer or other records,
         orders,  proofs of completion of the Contract of Sale,  banking records
         and statements, files, business procedures and original correspondence,
         and such other  papers as DFS may  reasonably  require in  relation  to
         Debts, Related Rights, and the Client's compliance with this Agreement.

12.2     The  Client  will  supply  DFS with the  Client's  internal  management
         accounts  within  twenty days of the end of each month or at such other
         intervals as DFS may specify.

12.3     The Client  will  furnish DFS within one hundred and eighty days of the
         end of each of its financial years with its annual financial statements
         prepared in accordance with generally accepted  accounting  principles,
         certified or audited by an independent professional firm of accountants
         showing the Client's financial position and the results of the Client's
         operations as at the end of such financial year.



13.       Credit Balances

13.1     After a  Termination  Event and so long as the same remains  unremedied
         and unwaived,  the Client irrevocably authorises DFS to make payment to
         any Customer in respect of a credit balance on that Customer's account,
         whether  arising  from  the  issue of a credit  note by the  Client  or
         otherwise.

14.      Transferred Goods

14.1     All Transferred  Goods not in DFS' possession but in the possession of
         the Client shall be held by the Client on trust for DFS.

14.2     DFS shall have the right to take  possession of any  Transferred  Goods
         and to sell them on such  terms as DFS may  reasonably  deem  fit.  The
         proceeds of sale, after deduction of all costs and expenses relating to
         such possession or sale,  shall be treated by DFS as a payment of or on
         account of the Debt to which such goods relate.

15.      Allocation of Receipts, Credits and Allowances

15.1     Following a Termination  Event or at any other time after giving notice
         of intent to the Client,  DFS may appropriate  any  Collection,  or any
         credit,  allowance  or  dividend,  in or towards the  discharge  of any
         Approved  Debt in priority  to any other  Scheduled  Debt,  despite any
         contrary appropriation by the Client or the Customer.

                                       20
<PAGE>

16.      Discounts, Commission or Allowances Claimed by Customers

16.1     DFS  shall not be liable to the  Client  for the  amount of  discounts,
         commissions  or  other  allowances   wrongly  claimed  or  deducted  by
         Customers. The Purchase Price shall be correspondingly reduced.

17.      Notification to Customers, Collection of Debts and Disputes

17.1     Following the  termination  of the Client's  agency in accordance  with
         clause 7.6 DFS may notify the  assignment of Debts to each Customer who
         is or may  become  indebted  to the  Client  in such  form  and at such
         intervals as DFS may determine. DFS may also require the Client to give
         such notification at the Client's  reasonable expense at such intervals
         and upon such documents as DFS may reasonably stipulate.

17.2     Following the  termination  of the Client's  agency in accordance  with
         clause 7.6 DFS shall have the sole and  exclusive  right of  collecting
         and enforcing payment of any Debt and its Related Rights vested in DFS,
         in such manner as DFS in DFS' absolute  discretion may decide including
         the resolution of disputed Debts. DFS may institute, conduct, defend or
         compromise in the name of either the Client or DFS on such terms as DFS
         may think fit, any legal proceedings by or against DFS or the Client in
         relation to such Debt and its Related  Rights.  Without  affecting  the
         generality  of the  above  DFS will  not  pursue  sums of  (pound)35.00
         (thirty five  pounds) or less unpaid by a Customer.  The Client will be
         bound by  anything  done by DFS under  this  condition,  including  any
         corresponding reduction in the Purchase Price.

17.3     Following the  termination  of the Client's  agency in accordance  with
         clause 7.6 the Client will and will procure that each Subsidiary  will,
         upon  request and at the Client's own cost,  provide  every  reasonable
         assistance and co-operate  fully in such collection or enforcement.  At
         all times the Client will, as reasonably  required by DFS, exercise any
         rights as seller  to  recover  Goods in  accordance  with the  Client's
         Contracts of Sale or enforce any Related Rights.

17.4     The Client will take all proper steps to resolve any disputed Debt. .


17.5     DFS or DFS'  agents,  may take  such  reasonable  steps as DFS  believe
         necessary  to  verify  the   existence  and  amount  of  Debts  or  the
         creditworthiness of Customers.

18.      Communications with Banks, Auditors, and Accountants


                                       21
<PAGE>


18.1     The Client  irrevocably  authorises DFS to provide the Client's  banks,
         auditors and accountants  with such  information as they may require in
         relation to the Client's dealings with DFS.

18.2     The Client  confirms that the Client will promptly  after the execution
         of this Agreement irrevocably  authorisethe Client's bank, auditors and
         accountants to provide DFS with such  information as DFS may reasonably
         require. DFS is authorised to request such information provided that at
         the time of such request a copy of such request is sent to the Client.

19.      Transfer of Agreement

19.1     DFS shall not assign any of its rights and benefits  hereunder unless a
         Termination  Event  has  occurred  and  is  continuing  unremedied  and
         unwaived, provided that DFS may, in connection with a reorganisation of
         the Deutsche  Bank group,  assign its rights and benefits  hereunder to
         another  wholly  owned  subsidiary  (as that  expression  is defined in
         section  736 of the  Companies  Act  1985) of  Deutsche  Bank  AG,  and
         provided further that DFS may, in connection with a  securitisation  of
         its  assets,  grant a security  interest  over its rights and  benefits
         hereunder.   DFS  may  perform  its   obligations   hereunder   through
         sub-contractors  or  agents  provided  that DFS  shall  continue  to be
         responsible for the performance of such obligations. The Client may not
         assign, transfer, charge, sub-contract, delegate or otherwise deal with
         this  Agreement  or the rights,  benefits  and  obligations  under this
         Agreement without DFS' prior written consent.

20.      Termination Events

20.1     DFS may, at any time, by written  Notice to the Client,  terminate this
         Agreement  forthwith  at any time  after  the  happening  of any of the
         following events:

          (i)     the  Client  breaching  any of  the  provisions  contained  in
                  clauses 7 and 8 and in conditions 3.4, 5.9, 6, 7.5,  10.3(iv),
                  10.3(x), 10.5, 11.2 or 11.3 and (in each case) such breach (if
                  capable of remedy) continuing for three Working Days following
                  receipt by the Client of notice from DFS requiring the same to
                  be remedied; or

          (ii)    the  Client's  failing  for a period of five  Working  Days to
                  deliver a Schedule  containing Debts not previously  notified;
                  or

          (iii)   the Client breaching any other provision of this Agreement and
                  such  breach (if  capable of remedy)  continuing  for  fifteen
                  Working  Days  following  receipt by the Client of notice from
                  DFS requiring the same to be remedied; or


          (iv)    DFS having served 5 notices at any time under  Condition  20.1
                  (i) or  DFS  having  served  15  notices  at  any  time  under
                  Condition 20.1 (ii) in any rolling 12 month period.

                                       22
<PAGE>

          (v)     the  Client's   Insolvency  or  any  petition  (other  than  a
                  frivolous or vexatious  petition  which is removed  within ten
                  Working  Days of its issue) being  presented or meeting  being
                  called for the Client's Insolvency or any arrangement, whether
                  formal or informal,  or the  execution of a trust deed,  being
                  made or proposed for the benefit of creditors generally; or

          (vi)    the Client's income or assets being seized under any execution
                  of legal process, distress for rent; or

          (vii)  a garnishee order in respect of the Client is made on DFS; or

          (viii) the Client's ceasing,  or threatening to cease, to carry on the
                 Client's business;

          (ix)    any    final    judgement    decree    or   award    exceeding
                  (pound)250,000.00  is entered against the Client which remains
                  unsatisfied for seven days; or

          (x)     any holder of a charge or  mortgage,  over the Client's or any
                  Subsidiary's  Debts or Related Rights, who has given a waiver,
                  release or priority  agreement  to DFS or any other person who
                  has so given a waiver,  release or priority  giving  notice to
                  terminate amend or withdraw the same; or

          (xi)    any  guarantee  given  by a  third  party  in  respect  of the
                  Client's   obligations  under  this  agreement  is  terminated
                  without the prior consent of DFS or otherwise  ceases to be of
                  full force and effect; or
          (xii)   if any of the events referred to in  sub-Conditions  20.1 (iv)
                  to (ix)  inclusive  and 20.1 (xiv)  shall occur in relation to
                  any  guarantor  or  indemnifier  incorporated  in  the  United
                  Kingdom of the Client's obligations to DFS; or

          (xiii)  if any of the Client's  obligations  to third  parties for the
                  repayment of borrowed monies in excess of (pound)250,000 shall
                  be declared due prior to their stated maturity dates by reason
                  of  default  or  shall  not be paid  when  due or  within  any
                  applicable grace period; or

          (xiv)   if any  representation  to DFS  made by the  Client  or on the
                  Client's  behalf  at any time  (whether  before  or after  the
                  Commencement  Date of this Agreement) shall prove to be untrue
                  in any material respect; or

          (xv)    the occurrence of an Event or Default (as defined) in the US
                  Agreement; or

         (xvi)      DFS is unable,  by 31 January  1998,  to obtain a
                    security   interest   position   in  the   assets  of  Elcom
                    International   Inc  and   Catalink   Direct  Inc  which  is
                    immediately  behind the security  interest  position held by
                    Deutsche Financial Services  Corporation in such assets, and
                    such  Termination  Event  continues for thirty  

                                       23
<PAGE>

                    Working Days  following  the receipt by the Client of notice
                    from DFS requiring the same to be remedied.

20.2      DFS may at any time by 90 days written notice to the Client  terminate
          this  agreement  if the  Client  ceases  to be a  Subsidiary  (as that
          expression  is defined in section  736 of the  Companies  Act 1985) of
          Elcom International Ltd.

21.       Preservation of DFS' Rights and Variations

21.1     DFS' rights under the  Agreement  shall not be affected by the grant of
         time or  indulgence  to the Client or to any  Customer  or to any other
         person  nor by any  waiver of or  failure  or delay in  exercising  any
         rights or options whether under the Agreement or otherwise.

21.2     DFS shall be entitled  to rely upon any act done or document  signed or
         communication  sent by any person who DFS  reasonably  believes to be a
         director, company secretary, controller, accountant or treasurer of the
         Client or any person on a list of  authorised  signatories  provided by
         the Client from time to time.

21.3     The Client will carry out the reasonable procedural steps stipulated by
         DFS for the efficient working of the Agreement.

21.4     Any variation of the  Agreement  must be in writing and signed by or on
         behalf of both the Client and DFS but may be constituted by one or more
         document.

22.       Notices

22.1     Any notice given by either party under this Agreement (unless otherwise
         indicated) may be delivered,  posted, sent by facsimile transmission or
         other means of electronic data communication to the other party at such
         other party's  address stated in the Agreement or to such other party's
         registered  office  or to any other  place at which  such  other  party
         conducts  business or handed  personally  to any of such other  party's
         Directors or Company Secretary.

22.2     Any such notice shall be treated as served;

          (i)     if delivered, at the time of delivery;
          (ii) if sent by post, on the second day following the date of posting;
          (iii)  if  sent  by  facsimile   transmission   or   electronic   data
          communication at the time of receipt;  
          (iv) if handed  personally,  at the time of such handing.

                                       

22.3     Any oral notice permitted by this Agreement to be given by DFS shall be
         effective upon being  communicated to any director or company secretary
         of the Client.


                                       24
<PAGE>

23.       Confidential Information

23.1 DFS undertakes and agrees with the Client that all Confidential Information
which  comes  into the  possession  of DFS will be held by DFS in the  strictest
confidence  and that DFS will not  disclose,  divulge  or grant  access  to such
Confidential Information other than to:-

          (i)     its professional advisers; or

          (ii) any reputable  outsourcing  company for the time being engaged by
DFS to supply computer or other outsourcing services; or

          (iii)  collection  agents,  tracing agents,  credit reference or fraud
prevention  agencies  (but  only  to  the  extent  that  such  disclosure  is in
accordance with established market practice); or

          (iv)  Deutsche  Bank  AG,  Deutsche  Financial  Services  Inc  and any
affiliate, subsidiary or parent company thereof.

          (each a  "Permitted  Person") and DFS  undertakes  to procure that any
Permitted  Person will hold such  Confidential  Information  in the strictest of
confidence.  DFS shall,  promptly  upon  termination  of the  Agreement  for any
reason,  return all  Confidential  Information to the Client without keeping any
copies  thereof,  provided  that nothing in this  Condition 24 shall prevent DFS
from retaining Confidential  Information to the extent necessary to allow DFS to
recover the Debts and enforce DFS' rights against Customers.

23.2      Unless  otherwise  agreed in writing by DFS and the Client or required
          by law or by the rules of any stock exchange upon which the securities
          of the Client's  ultimate holding company are listed, no press release
          or other announcement shall be made by either of the parties hereto in
          respect of the subject matter of this Agreement.

Proper Law and Jurisdiction

This Agreement shall be subject to the laws of England without prejudice to DFS'
right to take proceedings in the courts of any other competent jurisdiction.

The above  are the  Standard  Terms and  Conditions  for the  Purchase  of Debts
incorporated  in the  Agreement  whose  Commencement  Date is 3rd December  1997
between  Deutsche  Financial  Services (UK) Ltd. and the Client,  namely,  Elcom
Group  Ltd.which  have been signed on behalf of both parties for the purposes of
identification.

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<PAGE>


DEUTSCHE FINANCIAL SERVICES (UK) LIMITED)


Signed on behalf of                    )
Deutsche Financial Services            )
 (UK) Ltd. by                          )
                                       )
By  William Nolin                      )/s/ William Nolin
*Insert full names                     )Signature of Director/Company Secretary
of Director/Company Secretary          )




CLIENT

Signed on behalf of                    )
Elcom Group Limited                    )
                                       )
by  Kevin Morrison                     ) /s/ Kevin Morrison
*insert full names                     )Signature of Director/Company Secretary
of Director/Company Secretary)         )