BANK OF SCOTLAND
   BUSINESS BANKING

                                                      Business Banking
                                                      59 Bath Street - 4th Floor
                                                      Glasgow
                                                      G2 2DH

lnvu Services Limited
(Company Number 3319922)                              Direct line: 0845 300 0268
The Beren                                             Fax: 0141 207 2883
Blisworth Hill Farm
Stoke Road
Blisworth
Northampton
NN7 3DB
                                                 Our Ref: 0565/395178/23/AM/9642

                                                                  02 April, 2003

                                    OVERDRAFT

We are pleased to offer you an overdraft. The terms and conditions that apply to
it are set out below and in the accompanying "Standard Terms and Conditions".

In order to  accept  this  offer  please  sign and  return  to this  office  the
duplicate copy of this letter within one month of the above date.

Please make sure that you  complete,  sign and return the  attached  secretary's
certificate when you accept this offer.

1.       The Overdraft

1.1      Purpose

         You may only use the overdraft for general working capital purposes.

1.2      Limit

1.2.1    The overdraft limit is(pound)200,000.

1.2.2    You must at all times provide sufficient Binds to ensure that the limit
         is not exceeded.

1.2.3    We may, at any time, agree with you to increase the limit which applies
         to the  overdraft.  If we agree an  increase  with you the  limit  will
         automatically  increase to the amount  agreed by us on the date of that
         agreement.



                                                    The Governor and
                                                    Company of the Bank of
                                                    Scotland constituted by
                                                    Act of Parliament 1695.
                                                    Head Office: The Mound,
                                                    Edinburgh EH1 IYZ

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1.3      Availability

1.3.1    The overdraft may be used for cash withdrawals or payments.

1.3.2    You may use the overdraft provided that:-

         (a)      we hold, in a form and content  satisfactory to us, all of the
                  documents and evidence listed in clause 2;

         (b)      no breach of the terms and  conditions  of this  letter or the
                  Standard  Terms and  Conditions  has  occurred or would result
                  from utilization.; and

         (c)      first  utilization  is  within  90  days  of the  date of this
                  letter.

1.3.3    We will review the  overdraft  on 10th  February  2004.  On each review
         date,  the  overdraft  will be repaid in full  unless we have agreed to
         renew or extend it.

1.3.4    In accordance with normal banking  practice,  we will have the right to
         demand repayment of the overdraft before a review date. This may happen
         if we consider that:-

         (a)      any of the terms or  conditions of this letter or our Standard
                  Terms and Conditions have been breached; or

         (b)      your  financial  condition or the  financial  condition of any
                  guarantor has altered in any material way; or

         (c)      the  overdraft  was  agreed  on  the  basis  of  incorrect  or
                  incomplete information from you, or

         (d)      the  basis  upon  which  the  overdraft  was  agreed by us has
                  altered in any material way.

1.3.5    If the overdraft is not to be renewed or extended at a review date then
         we will notify you on or before that date.

1.3.6    If any part of the  overdraft  is used lm the  purchase  of an asset or
         property,  the net  proceeds  of any future  sale will be paid to us in
         permanent reduction or repayment of the overdraft and the limit will be
         reduced accordingly.

1.3.7    This overdraft replaces any overdraft or committed overdraft facilities
         previously made available to you by us.

1.4      Interest

         You will pay  interest  on the  overdraft  at file annual rate of 2.00%
         over the Bank of Scotland base rate as that rate fluctuates.

         Interest  will be calculated on a day to day basis on the cleared daily
         debit  balance  of the  amount  drawn  down and will be debited to your
         current account monthly from the date of account opening.


<PAGE>

         Interest  will be applied on the same  calendar day of the month as the
         account was opened, unless:-

         (a)      that  day is not a  business  day in  which  case  it  will be
                  applied on the next business day; and or

         (b)      the  account was opened oil the 29th , 30th or 31st of a month
                  and an ensuing  month has no like  numbered  day in which case
                  interest  will he  applied  on the first  business  day of the
                  following month.

         Any debit balance over the limit and, where the overdraft has ceased to
         be available,  the total debit balance of the  overdraft,  will attract
         interest at the annual rate of 2.00% over the rate of interest  payable
         on the overdraft.

1.5      Fees and Expenses

1.5.1    You will pay to us an  arrangement  fee  of(pound)500  on acceptance of
         this letter.

1.5.2    You will pay to us (on a full indemnity  basis,) all  reasonable  fees,
         costs and expenses or tax incurred by us in connection with this letter
         or any security for the overdraft on demand.

2.       Conditions of Drawdown

2.1      Security

         A mortgage  debenture  from you and each other  relevant  group company
         incorporating fixed charges over book debts.

         A corporate  cross  guarantee  by each group  company as  guarantor  on
         account of the obligations of each group company to us as principal.

         A corporate guarantee for (pound)800,000 from Vertical  Investments Ltd
         guaranteeing all liabilities of Invu Services Ltd.

         A guarantee by David Morgan for.(pound)100,000.

         A cross guarantee form Dutch Subsidiary - Invu Netherlands BV.

2.2      Professional Reports

2.3      Administrative

         (a)      The secretary's  certificate enclosed with this letter, signed
                  and completed in respect of each group company.

         (b)      An up to date account mandate and confirmation that an account
                  satisfactory  to us is  open  and  available  to  service  the
                  overdraft.

         (c)      Compliance with our anti-money laundering procedures.


<PAGE>

2.4      Additional Conditions

         (a)      Any  further  deferment  of loan  repayments  to  trigger  the
                  involvement of High Risk/ independent business review.

         (b)      Sight  and   satisfaction   of  2002   Accounts  for  Vertical
                  Investments Ltd.

3.       Financial Undertakings

         N/A

         Financial Information

         You will  provide  us with  the  financial  information  set out in the
         Standard  Terms  and  Conditions   accompanying  this  offer  as  those
         requirements  are  supplemented  or adjusted by us as follows,  or from
         time to time.

         You will provide us with:-

o        quarterly  consolidated  figures  within  45  days of the  period  end.
         including a full  analysis and  commentry on budget versus actual trade
         performance.
o        quarterly management accounts within 30 days of each quarter.
o        annual  Audited  Accounts  within  four  months  after  the end of your
         financial  year and to include  annual  consolidated  accounts  for the
         group.

Governing Law

This  letter and the  Standard  Terms and  Conditions  enclosed  with it will be
governed by and construed according to English law unless your registered office
is situated in Scotland in which case they will be governed by Scottish law.

Data Protection Act Declaration

By accepting this offer you acknowledge your  understanding  and acceptance that
information you have given to us, and information about your account(s) with us,
may be disclosed to:

o        any Bank of Scotland group company, associated company or insurer;
o        the introducer of you to us (if any);
o        Credit  Reference  Agencies  (CRAs) for use by its or other  lenders in
         credit assessment.

And that:

o        we may tell you about other  services and products  unless you tell its
         not to in writing to: Data Unit.  Freepost  NWW15306,  City House, City
         Road, Chester CH88 3YZ
o        your  details  will be  checked  with  Fraud  Prevention  Agencies  and
         recorded with them if we suspect fraud.

You  confirm   that  you  are  entitled  to  disclose   information   about  any
co-signatory,  authorized signatory or guarantor. You authorize us to search and
record  information at CRAs about each of you knowing that an 'association' will
be created at the CRAs that will link your  financial  records.  We confirm that
any sensitive information will only be used to enable the making of this offer.

<PAGE>

Further details about the uses to which  information  will be put available upon
request.

IMPORTANT NOTICE: As with any legally binding  agreement,  we recommend that you
consult your solicitor or other  independent legal adviser before accepting this
letter.

Agreed and accepted on behalf of INVU SERVICES LIMITED





By_________________________________ Director      _____________________________
                                                  for and on behalf of
before this witness:-                             THE GOVERNOR AND COMPANY
                                                  OF THE BANK OF SCOTLAND
___________________________________ (Signature)

___________________________________ (Name)

___________________________________ (Address)

___________________________________ (Address)



<PAGE>


                          Standard Terms and Condition



<PAGE>


1.   General Undertakings
     Unless we otherwise  agree,  you will (and will ensure that any other group
     company will):
     (a)  not give or leave in place any  guarantee  or security in favor of any
          third party;
     (b)  not sell,  lease or dispose of any of your  business  or assets  other
          than in the ordinary course of business;
     (c)  comply with all laws (including those relating to the environment) and
          will have and maintain all necessary licenses and authorizations:
     (d)  where any part of the facilities  are used to fund the  development of
          property(ies),  ensure that the  development of the  property(ies)  is
          carried out and completed in accordance  with the financial  appraisal
          and  development  programs  approved by us and you will not amend that
          financial appraisal and development programs.
2.   Financial Information You will supply to us:
     (a)  within 9 months after the end of each of your  financial  years,  your
          audited or final  accounts  which must be prepared  on a  consolidated
          basis in the case of a group.
     (b)  within 30 days before the commencement of each of your financial years
          your annual budget and cash flow forecast  which must be prepared on a
          consolidated basis in the case of a group;
     (c)  within 30 days after the end of each  month in each of your  financial
          years,   your  management   accounts  which  must  be  prepared  on  a
          consolidated basis in the case of a group;
     (d)  where any part of the  facilities  issued to fund the  development  of
          property(ies),  monthly  progress  reports on the  development  of the
          proper(ies)  including  revised  projections  and  details  of  costs,
          expenses and  revenues to date and any problems or likely  delays with
          the development of the property(ies);
     (e)  details of any  borrowings  you have or any group company has with any
          third party from time to time as soon as they are available;
     (f)  such  further  financial  information  as we may  from  time  to  time
          reasonably require.
3. Default
3.1  Unless the facilities are repayable on demand, each of the following events
     will be an event of default:
     (a)  you or any other group  company  fails to pay any sum due to us or any
          other member of the Bank of Scotland group on its due date;
     (b)  any  financial  undertakings  set  out  in  the  facility  letter  are
          breached;
     (c)  you or any  other  group  company  fails  to  comply  with  any  other
          undertaking  or  obligation  given  or owed  by it to us or any  other
          member of the Bank of Scotland group;
     (d)  any  borrowing of you or any other group  company is not paid when due
          or within any original stated period of grace or any creditor  becomes
          entitled to declare that any borrowing is due and payable;
     (e)  you or any other group  company  ceases or threatens to cease to carry
          on its business or a  significant  part of it or suspends or threatens
          to suspend payment of its debts or is unable or is deemed to be unable
          to  pay  its  debts  within  the  meaning  of  Section  123(1)  of the
          Insolvency Act 1986;
     (f)  a petition is made for an  administration  order in relation to you or
          any other group company under the Insolvency Act 1986;
     (g)  any steps are taken to enter into a company  voluntary  arrangement in
          relation to you or any other  group  company or to wind up or dissolve
          you or any other group  company or to appoint a  liquidator,  trustee,
          receiver, administrative receiver or similar offer to you or any other
          group company or any part of its business or assets;
     (h)  any  legal  process  (not  being  reasonably  considered  by  us to be
          defensible  or  vexations,  in good faith) is taken,  enforced or sued
          against  you or any other  group  company  or its assets or any person
          validly  takes  possession  of any of the property or assets of you or
          any other  group  company  or steps are taken by any person to enforce
          any security against any of the property or assets of you or any other
          group company;
     (i)  control of you or any other group company changes;
     (j)  in our reasonable opinion, there is a risk of material liability to us
          under  environmental  law because we have  entered into this letter or
          taken security for the facilities;
     (k)  any part of these Standard Terms and  Conditions,  the facility letter
          or any security for the facilities  ceases to be legal or effective or
          any  security  or  guarantee  for  the   facilities  is  withdrawn  or
          discontinued;
     (l)  any other circumstance or event occurs which in our reasonable opinion
          will have a material adverse effect on any group company's  ability to
          comply with its obligations under these Standard Terms and Conditions,
          the  facility  letter  or  any  security  for  the  facilities  or the
          business,  assets or  financial  condition  of you or any other  group
          company;
     (m)  any of the events in  paragraphs  (d) to (h) occurs in relation to any
          guarantor of you;
     (n)  where any part of the facilities  are used to fund the  development of
          property(ies) and any license,  authority,  permit, consent, agreement
          or contract  which is material to the  construction  and completion of
          the development to the property(ies) is terminated withheld or changed
          without our consent;
     (o)  any  Businesscare  insurance  policy  taken  out  in  respect  of  the
          facilities is revoked or ceases to be valid in any way.
3.2  If any of the events listed above occurs we may at any time:-
     (a)  cancel any undrawn part of the facilities; and/or
     (b)  require  immediate  repayment of the facilities and all other sums due
          under the facility letter, and/or
     (c)  require  that  the  rate of  interest  payable  on the  facilities  is
          increased to the default rate; and/or
     (d)  charge an administration  fee to compensate us for the additional time
          spent in administering the facilities.
4.   Taxes
     All  payments  by you  will be  without  deduction  of tax  unless  you are
     required by law to make a payment  subject to deduction or  withholding  of
     tax, in which case the amount payable by you will be sufficiently increased
     to ensure that we receive and retain a net sum equal to that which we would
     have received and retained were no deduction or withholding made.
5.   Set Off
     We may set-off any balance on any of your  accounts with us against any sum
     now or from  time to time  due,  owing or  incurred  by your to us  whether
     presently payable or not, whether actually or contingently,  whether solely
     or jointly with any other person and whether as principal or guarantor.  We
     may make any  currency  exchanges  necessary  for this right of set-off and
     Bank of Scotland's  usual charges and all taxes in relation to any currency
     exchange will be paid by you.
6.   EMU Compliance
     If the introduction  of,  changeover to or operation of a single or unified
     European  currency  results in the  currency  in which the  facilities  are
     provided  changing  or being  replaced  or us (in our  reasonable  opinion)
     requiring to amend either these Standard Terms and Conditions, the facility
     letter or any  security  in our favor due to changes in prices  sources for
     any European  Union member  state  national  currency or the Euro or market
     conventions relating to the calculation of interest then you agree that you
     permit these  Standard  Terms and  Conditions  and/or the  facility  letter
     and/or any security in our favor to be amended to the extent  necessary (in
     our reasonable opinion) to reflect those changed circumstances.
7.   Indemnity
     You will  indemnify us and any other  member of the Bank of Scotland  group
     against any loss,  liability or cost  incurred as a result of all or any of
     the following:
     (a)  any of the  events  set  out in  clause  3.1  above  occurring  or the
          operation  of clause 3.2 above or any breach of these  Standard  Terms
          and  Conditions  or  the  facility  letter  or any  security  document
          relating to them:
     (b)  you repaying all or any part of the  facilities  other than on the due
          date  including  loss of interest rate margin or other loss on account
          of funds  borrowed or contracted  for by us to fund any amount payable
          by us under  the  facility  letter  or as a result  of us or any other
          member  of the  Bank  of  Scotland  group  agreeing  to fix or cap the
          interest rate which applies to the facilities;
     (c)  us acting on telephone or electronic  instructions  given or purported
          to be given on behalf of any group company;
     (d)  any actual or threatened  breach of  environmental  law, any actual or
          threatened  release of any  substance  capable of causing  harm to any
          living  organism  or  damaging  the  environment  on,  at or from  the
          premises  or  operations  of  any  group  company  or  any  actual  or
          threatened  claim against you or any other group company in respect of
          an alleged breach of  environmental  law or remedial  obligation under
          such law;
     (e)  any group  company  making any payment or repayment  other than in the
          currency in which the facilities are drawn;
     (f)  after  the  date  of  the  facility  letter,  any  change  to  or  any
          introduction of any law or regulation in relation t, or any compliance
          by  us  with,  any  form  of  banking  or  monetary   control  or  the
          introduction,  changeover  to or  operation  of as single  or  unified
          European currency;
     (g)  where  the  facilities  include  a  multi  option  facility  or  other
          contingent  obligations on the part of the Bank of Scotland group, all
          actions,  suits,  proceeds,  claims,  demands,   liabilities,   costs,
          expenses, losses, damages and charges whatsoever (except those arising
          as a result of our gross negligence or willful  misconduct)  which may
          occur in relation to or arising out of any  utilization  of that multi
          option facility;
     We will use all reasonable endeavors to mitigate any loss suffered by us in
     relation to any of the above.
8.   Notices
8.1  All  notices or other  communications  by us to you will be in writing  and
     will  be  effectively  given  if (1)  sent  by  first  class  post  to your
     registered  office  or  the  address  last  known  to us  (2)  sent  by fax
     transmission  to your fax number  last known to us or (3) sent by e-mail to
     your e-mail  address  last know to us and will be deemed to have been given
     and  received 48 hours after being sent by first class post,  and if by fax
     or e-mail,  when sent  (provided a  transmission  report or turn receipt is
     received).
8.2  We  may  rely  upon  any  communication  by  telephone,  fax or  e-mail  or
     purporting  to be  on  your  behalf  by  anyone  notified  to  us as  being
     authorized without Enquirer by us as to authority or identity.
9.   Assignment/Assignation
9.1  We may at any time  after  prior  notice  to you  assign  all or any of our
     rights and  benefits  under these  Standard  Terms and  Conditions  and the
     facility  letter or  transfer  or  otherwise  dispose  of all or any of our
     rights,  benefits and obligations under these Standard Terms and Conditions
     and the facility letter as we see fit.
9.2  Neither you nor any other group  company may assign or transfer  all or any
     of its rights,  obligations  or benefits  under  these  Standard  Terms and
     Conditions or the facility letter.
10.  General
10.1 If we fail or delay in exercising  any right or remedy under these Standard
     Terms and Conditions or the facility letter this does not mean that we have
     we waived that right or remedy and we may  exercise  any right or remedy on
     more than one occasion.
10.2 If any part of these Standard  Terms and Conditions or the facility  letter
     is not valid or enforceable then that will not affect any other part.
10.3 Unless arithmetically or factually incorrect,  any determination by us of a
     rate, an amount or a due date under these  Standard Terms and Conditions or
     the facility letter will be binding on you.
10.4 These  Standard  Terms and  Conditions  will be governed  by and  construed
     according to the law which applies to the facility letter and you submit to
     the jurisdiction of the relevant Courts.
11.  Interpretation
11.1 Any reference in these Standard Terms and Conditions or the facility letter
     to:
     (a)  you is to the borrower(s) under any facility letter and where there is
          more than one borrower the  obligations of each borrower in respect of
          the facility  letter and these Standard Terms and Conditions  shall be
          joint and several;
     (b)  we and us is to the The Governor and Company of the Bank of Scotland;
     (c)  facility letter is to any facility letter issued by us which refers to
          these Standard Terms and Conditions;
     (d)  facilities  is any  facilities  made  available by us to you under any
          facility letter;
     (e)  statutes,  statutory provisions and other legislation will include all
          amendments,  substitutions  and  re-enactments  for the time  being in
          force;
     (f)  control of any company will be interpreted in accordance  with Section
          840 of the Income and Corporation Taxes Act 1988;
     (g)  business  day is a day  other  than a  Saturday  or  Sunday  or a bank
          holiday  on which the  business  centre or branch of Bank of  Scotland
          detailed  on the  first  page  of the  facility  letter  is  open  for
          business;
     (h)  group is you, any holding company of you and each of your subsidiaries
          which is not dormant and or the subsidiaries of any holding company of
          you all as defined in the Companies Act 1985 and group company will be
          construed accordingly;
     (i)  Bank of  Scotland  group is The  Governor  and  Company of the Bank of
          Scotland,  any holding company of The Governor and Company of the Bank
          of Scotland and any  subsidiary  of either The Governor and Company of
          the Bank of  Scotland  or any  holding  company  of The  Governor  and
          Company of the Bank of Scotland as defined in the Companies Act 1985;
     (j)  default rate is the default rate of interest  specified as such in the
          facility letter;
11.2 In these  Standard  Terms and  Conditions  and the facility  letter,  words
     importing the singular will include the plural and vice versa.
11.3 Any reference to these Standard Terms and  Conditions,  the facility letter
     or any other  document  referred to in them will be construed as references
     to  those   documents   in  force  for  the  time  being  and  as  amended,
     supplemented, restated, substituted or novated from time to time.


<PAGE>


                             Secretary's Certificate

To:      Bank of Scotland

                     Re: Invu Services Limited (the Company)

 Registered Office: The Beren, Blisworth Hill Farm, Stoke Road,
                        Blisworth, Northampton, NN7 3DB

                             Company Number: 3319922

                      Term Loan Facility of (pound)600,000


I,       John Agostini, the Company Secretary certify that:-

1.       the  Company  has the  necessary  power  to  borrow  and to  incur  the
         liabilities  specified in the [annexed]  facility letter from you dated
         __________ offering the term loan and to draw down the term loan;

2.       no  borrowing  limit of the Company  will be exceeded by any  borrowing
         under the facility letter;

3.       the  Company has no other  existing  borrowings  and no other  security
         exists in respect of the Company  other than those  granted in favor of
         you or as acknowledged and accepted by you in writing;

4.       the  board  of   directors   of  the   Company   has  duly   authorized
         ______________  to accept the  facility  letter,  to draw down the term
         loan  and to  execute  all  documentation  necessary  to  complete  any
         security specified in the facility letter;

5.       the individual specified in 4 above was at the time of execution of the
         documentation  referred to above and remains a duly appointed  director
         of the Company;

6.       where relevant,  the board of directors have resolved that the granting
         of the security is for the commercial benefit of the Company;

7.       the  resolutions  giving  the  authorizations  referred  to above  were
         validly passed at a properly convened meeting of the board of directors
         of the Company and, as the case may be, at a properly  convened meeting
         of the shareholders of the Company and are in full force and effect;

8.       each  director  voting  at the  board  meeting  referred  to above  has
         declared  any  interests  in the  arrangements  proposed  at the  board
         meeting and was entitled to vote on those proposals;

I confirm  that the Company has  previously  delivered to the Bank (1) a list of
all the directors of the Company and confirm that those  persons  listed are all
the directors of the Company as at the date of this letter and (2) a copy of the
certificate of incorporation  and any  certificate(s) of incorporation on change
of name of the Company and confirm  that each copy is true,  complete  and up to
date.

This certificate is authorized by the board of directors of the Company.


_____________________________
Secretary                               Date:__________________________

<PAGE>


Uses of Data
A Service of Quality
We  place  paramount  importance  on  customer  service  and  aim to  meet  your
expectations  on every occasion.  To achieve this aim we need accurate  personal
information  about  you.  Please  help us take  prompt and  efficient  action by
informing us of any changes to your personal  circumstances by writing to us. We
have a legal  obligation  under  the  Data  Protection  Act to  ensure  that all
information  held and processed  about you complies  with the  principles of the
Act. The Act requires all personal  information  to be treated in the  strictest
confidence and to be sued only for purposes of which you are aware.
Confidentiality
We will treat all your personal  information as private and  confidential  (even
when you are no longer a customer). Nothing about your accounts(s) nor your name
and  address  will be  disclosed  to  anyone,  other than in  exceptional  cases
permitted by law as follows:
* where we are legally compelled to do so;
* where there is a duty to the public to disclose;
* where  disclosure is required to protect our interest;  (This will not be used
as a reason for disclosing  information about you or your account(s),  including
your name and address, to anyone else for marketing purposes.)
* where disclosure is made at your request or with your consent
* (This can be either as a result of an application  for a product or service or
by signing an explicit declaration as part of the application.  Consent does not
need to be in writing if the service is provided over the telephone.)
* where  audit is  required  by  appropriate  regulatory  and  code of  practice
organisations.  From time to time we will employ agents and  sub-contractors  to
process your  information on our behalf.  The same duty of  confidentiality  and
security will apply to our agents and  sub-contractors  and all processing  will
only be  carried  out under our  instruction  and will be  supported  by written
contract.
Using Your Personal  Information
Providing the service for which you have applied
Your  details will be used in providing  the
service you applied for and for the ongoing  administration  of the service.  If
you are taking out  insurance,  your  details will be passed to the insurers for
this purpose.  If you make a claim,  any information you provide to the insurers
may be put  onto  a  register  of  claims  through  which  insurers  share  such
information to prevent  fraudulent  claims.  A list of the  participants and the
address of the operator are available  from the  insurers.
Keeping You Informed
There may be times  when we feel that a service  or  product  offered by us or a
selected third party may benefit you. We may use information we obtain from your
account transactions in this  decision-making  process. To make you aware of the
service or product we may contact you by mail,  telephone,  fax, e-mail or other
reasonable  method to give you further  details so that you can make an informed
choice.
You are, of course, under no obligation to apply for any of the services
or  products  offered.  If you prefer not to  receive  any of this  information,
please  write to us at Data Unit,  Freepost  NWW15306,  City  House,  City Road,
Chester (C1188 3YZ. We will only contact you by fax where you have given us your
explicit  consent.
Research & Statistical  Analysis
We will use your  details  to assist us in  understanding  individual  needs and
business trends in order to improve the products and services we offer.
Protecting  Our Customers
We always try to protect you from entering into any agreement that may not be in
your best  interest.  When you apply  for  credit we may use a process  known as
Credit Scoring.  This will help us to assess your application to ensure that you
are able to re-pay  the  borrowing  comfortably  and fulfil our duty to you as a
responsible lender.
Declined applications based on this automated technique can be reviewed manually
on request.
In considering  an  application  we will search your record at Credit  Reference
Agencies.  They will add to your  credit  file  details  of our  search and your
application and this will be seen by other organisations that make searches.  We
will also add to your record with the Credit Reference  Agencies details of your
agreement  with us, the  payments  you make under it, any  default or failure to
keep to its terms and any  change of address  you fail to tell us about  where a
payment if overdue.  It is important that you give us accurate  information.  We
will check your details with Fraud Prevention  Agencies and if you give us false
or inaccurate information and we suspect fraud, we will record this.
We and other organisations may use and search these records to:
* help make  decisions  about  credit and credit  related  services  for you and
members of your household.
* help make  decisions on motor,  household,  credit,  life and other  insurance
proposals and insurance claims, for you and members of your household;
* trace debtors,  recover debt,  prevent fraud, and to manage your account(s) or
insurance policies;
* check your  identity to prevent money  laundering,  unless you furnish us with
other satisfactory proof of identity.
For these  purposes  we or they make  further  searches.  The  Credit  Reference
Agencies and Fraud Prevention Agencies will also use the records for statistical
analysis  about credit and about  insurance and fraud.  If you have  experienced
problems  obtaining  credit we recommend  you request a copy of your credit file
from the Credit  Reference  Agencies.  They will charge for this service.  Their
addresses are shown below.

<PAGE>

Introducers
Where your business has been  introduced to us from a third party,  we will pass
back  information  about you and your  agreement  that may be necessary  for the
purpose of administration,  payment or settlement. The person who introduces you
to us may use this  information  for  marketing  purposes,  but only  with  your
consent.
Sensitive Data
Certain information collected may be classified as sensitive and we can only use
such data where we have your  explicit  consent.  This data relates to racial or
ethnic origin,  political opinions,  religious beliefs,  trade union membership,
physical or mental health,  sexual life,  criminal  proceedings and offences and
will only be processed in order to provide the service requested.
The Details We Hold
These uses of your personal  information are covered by our  notification  under
the Data  Protection  Act.  Under  the  terms of the Act,  you have the right to
obtain  a copy of the  information  we  hold  about  you,  upon  payment  of the
appropriate  fee.  We hope that you have found  this  information  of  interest.
Please be assured that we will actively  review your personal  information  on a
regular basis to ensure it is accurate. If you have any questions or concerns on
the use of your  personal  information,  please do not hesitate to contact us at
any time.
Credit Reference  Agencies' Addresses
If you would like a copy of your credit  file,  please  write to the  following,
enclosing a cheque or postal order for (pound)2. You will need to tell them your
full name and address(es)  for the last six years.  Experian  Limited,  Consumer
Help Service,  PO Box 8000,  Nottingham GH1 5GX  Callcredit  plc, One Park Lane,
Leeds LS3 1EP Equifax  Europe (UK) Limited,  Credit File Advice  Center,  PO Box
3001, Glasgow G81 2DT
Fraud Prevention Agencies' Addresses
CIFAS,  4th Floor,  Tennyson  House,  159-165 Great  Portland St, London W1W 5PA
National Hunter Limited, c/o MCL Software, Hesketh Mount, Lord Street, Southport
PR8 1JR
For Our  Business  Customer
The Data  Protection  Act does not apply to companies in themselves  but it does
extend to sole traders and partnerships.  When an application is received from a
business,  in addition to the above information,  information may be sought from
Credit  Reference   Agencies  on  the  company   directors  and/or  partners  as
individuals.
You can obtain a list of all of the companies in the Group by writing to us.
Telephone  calls may be recorded for security  purposes and monitored  under our
quality control procedures.
Our complaint  handling  procedures meet the standards required by the Financial
Services Authority or Finance and Leasing Association (as applicable). A copy of
these procedures is available on request.

Information  is available in large print,  audio and Braille on request;  please
call for details.

You may contact us using Type Talk.