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                            BARCLAYS TREASURY LOAN


                              DATED 26TH JUNE 1998












<PAGE>
                             BARCLAYS TREASURY LOAN
                                  OFFER LETTER


Barclays  Bank PLC (the  "Bank") is pleased  to offer a Barclays  Treasury  Loan
Facility (the "Facility"),  on the terms and conditions set out in this document
and the attached  further Special  Conditions (if any), to:

Name(s) REGENT GROUP LTD   Address 48 MARGARET STREET LONDON W1N 7FD

Company Registration No. 2339001 (the "Borrower")

Type of Borrower: Company

References in this document to Conditions  are  references to the numbered terms
and conditions set out below.

Conditions precedent
--------------------

The following  documents,  each in form and substance  satisfactory to the Bank,
shall be delivered to the Bank prior to drawdown of the Facility, in addition to
those specified in Condition 2.1:

Completion of a guarantee  from  Unidigital  Inc in the sum of (pound)  400,000.
together  with a legal opinion  containing  the ability of the guarantor to give
the guarantee

Completion of a cross guarantee and debenture from:

Regent Group Ltd                      Company No 2339001
Elements UK Ltd                       Company No 2888039
Regent Communications (UK) Ltd        Company No 1525936

If interest is to be calculated  initially on a Fixed Rate Basis, a Maximum Rate
Basis or a Minimax Rate Basis pursuant to the provisions set out below under the
heading  "Interest",  no drawdown shall be permitted  until the Borrower and the
Bank have agreed the relevant  fixed rate,  maximum rate and/or minimum rate (as
the case may be), and the  Borrower  has paid to the Bank the relevant  interest
rate management fee (if any), in accordance with those provisions.

Amount, term and drawdown
-------------------------

Amount:  (pound) 400,000.

Term: 3 (Three) years from first drawdown.

The Facility  may be drawn in one amount by 23rd July 1998 (the "Final  Drawdown
Date").

Purpose of facility
-------------------

The Facility  shall be used only for the following  purpose(s):

<PAGE>

The  purchase  of the  assets  of  Five  Star  Finishers  Ltd and to  cover  the
refurbishment cost of Regent Group Ltd

Repayment
---------

Repayment shall be made:

      in 36  instalments  of principal  of (pound)  11,111.11,  payable  monthly
      commencing 1 month after first drawdown (with interest  debited to current
      account).

Where relevant, the instalment amounts specified above are subject to adjustment
under Condition 3.

Prepayment
----------

Prepayment is permitted,  in full or in minimum amounts of (pound) 11,111.11 and
multiples of (pound)11,111.11,  in accordance with Condition 4. A prepayment fee
will be payable on the date of each prepayment, in accordance with Condition 4.3
or 4.4.

Fees
----

The Borrower shall pay to the Bank:

(a)  an arrangement  fee of (pound) 3,000.  and a security fee of (pound) 200 on
     acceptance of this offer, by debit to current account;

(b)  an agreed  management  fee of  (pound) 0 per  annum  (subject  to review in
     accordance  with  Condition 6.2) payable  annually in arrears,  by debit to
     current account;

Interest
--------

Interest  shall be payable in accordance  with Condition 5. The Bank's margin in
respect of the Facility (the "Margin) shall be 2.4 % per annum.  Subject to the
provisions  of  Condition 5, during the period  commencing  on the date of first
drawdown and ending on the last Business Day of the period  specified below (the
"First Interest Review Date"), interest shall be calculated:

      LIBOR Basis (other than  Maximum  Rate basis or Minimax Rate Basis):  at a
      rate equal to the  aggregate  of (i) the  Margin,  (ii) LIBOR (the  London
      Inter-Bank  Offered Rate) and (iii) the Associated Costs Rate,  during the
      period ending on the third anniversary of the date of this offer.

      Following the First Interest Review Date,  interest shall be calculated on
      the basis and at the rates  established  in accordance  with  Condition 5.
      Condition 5 contains provisions under which the basis on which interest is
      calculated  may change from time to time during the term of the Facility -
      see Condition 5.3 to 5.5.

      Unless the Bank  otherwise  agrees in writing,  interest  shall be debited
      either to current account or to Loan account, as specified above under the
      heading "Repayment", throughout the term of the Facility, save that during
      any period  while  interest  is  calculated  on a Maximum  Rate Basis or a
      Minimax Rate Basis interest shall be debited to current account.

<PAGE>

Security/Guarantee(s)
---------------------

The Borrower's obligations in respect of the Facility (and all other present and
future obligations of the Borrower to the bank) are to be secured/guaranteed by:

A cross guarantee and debenture from the following companies

Regent Group Ltd
Regent Communications (UK) Ltd
Elements (UK) Ltd

A parental guarantee from Unidigital Inc

and any other  security/guarantees  now or hereafter  held by the Bank. The bank
may from time to time require any security to be  professionally  valued, at the
Borrower's expense.

Financial Covenants
-------------------

The Borrower/Parent shall procure that:

(a)  Total  Operating  Profit for each  Relevant  Period shall exceed five times
     Gross Financing Costs for such Relevant Period (Gross Interest Cover);

(b)  Net Tangible Assets shall at all times exceed:

     (i)    (pound) 2,000,000. (Minimum NTA);

(c)  Gross  Borrowings  shall not at any time exceed 75 % of Net Tangible Assets
     (Gross Borrowings Gearing);

Covenants  (a),  (b),  and  (c)  above  shall  apply  to the  Borrower  and  its
Subsidiaries and shall be tested by reference to the accounts of the Borrower or
(as the  case  may be) the  Parent  in  accordance  with  Condition  11 (and the
definitions  set out in Condition 1.1).

Meaning of "Relevant Parties" and "The Parent"
----------------------------------------------

In this document (and the attached further Special Conditions, if any):

(a)   "Relevant  Parties"  means,  where  referred to in  Conditions 10 (General
      Undertakings) and 12 (Events of Default):

      (i)   the Borrower,  each guarantor (if any) named above under the heading
            "Security/Guarantee(s)" and, where named in paragraph (b) below, the
            Parent;

      (ii)  UK/all Subsidiaries of the Borrower

      (each a "Relevant Party");

<PAGE>

(b)   "Parent" means

         Unidigital Inc (Name)
      of 545 West 45th Street, New York, NY 10036, U.S.A (Address)
      (Parent Company Registration No. 13-3856672 (IRS Employer ID))


                             Barclays Treasury Loan
                             ----------------------

                              Terms and Conditions
                              --------------------

1.    Definitions and Interpretation
      ------------------------------

1.1   In this  document,  expressions  defined in the attached Offer Letter have
      the meanings given to them there and in addition:

      "Associated Costs Rate" means the percentage rate per annum (rounded up to
       ---------------------
      the next 1/16%)  calculated in accordance with the Bank's standard formula
      current from time to time to reflect its costs resulting from requirements
      of the  Bank of  England  or other  regulatory  authorities  or  agencies,
      whether having the force of law or otherwise, affecting the conduct of the
      Bank's business;

      "Base  Rate"  means the rate of  interest  published  by the Bank as its
       ----------
      base rate from time to time;

      "Base Rate Basis" means a basis for calculating  interest on the Loan at a
       ---------------
      rate equal to the aggregate of the Margin and the Base Rate;

      "Business  Day" means a day (other  than a Saturday  or Sunday) on which
       -------------
      the Bank is open for business;

      "Cumulative  Retained  Profits"  means  the  cumulative  aggregate  of the
       -----------------------------
      consolidated  retained  profits  (after tax and dividends) of the Borrower
      and its Subsidiaries  (or, where the Financial  Covenants are expressed in
      the Offer Letter to apply to the Parent and its  Subsidiaries,  the Parent
      and its  Subsidiaries)  in each  financial year of the Borrower or (as the
      case may be) the Parent  ending after the date of its most recent  audited
      consolidated accounts as at the date of this offer and a copy of which has
      been  delivered  to the Bank.  For the  purposes  of this  definition,  in
      calculating   consolidated  profits,  any  consolidated  losses  shall  be
      ignored;

      "Encumbrance"  includes any mortgage,  charge,  pledge, lien (other than a
       -----------
      lien arising solely by operation of law in the ordinary course of business
      and  securing  amounts  not  more  than  90  days  overdue  for  payment),
      assignment by way of security,  hypothecation,  security interest or other
      agreement or arrangement  which results in (or has  substantially the same
      commercial  effect as) the  creation  of  security  (but  excluding  title
      retention  agreements or arrangements  entered into in the ordinary course
      of trading and not otherwise falling within this definition) and any right
      on the  part  of  any  person  to  call  for  the  creation  of any of the
      foregoing, in each case whether relating to existing or future assets;

<PAGE>

      "Event of Default"  means any one of the events  mentioned  in Condition
       ----------------
      12;

      "Financial  Covenants"  means the  covenants set out in the Offer Letter
       --------------------
      in  paragraphs  (a),  (b),  (c) and (d)  under  the  heading  "Financial
      Covenants";

      "Fixed Rate Basis"  means a basis for  calculating  interest on the Loan
       ----------------
      at a fixed rate over a fixed period;


      "Gross Borrowings" means all indebtedness  incurred in respect of borrowed
       ----------------
      money  (together  with any fixed premium on repayment) of the Borrower and
      its Subsidiaries  (or, where the Financial  Covenants are expressed in the
      Offer Letter to apply to the Parent and its  Subsidiaries,  the Parent and
      its Subsidiaries) and shall be deemed to include (without limitation):

      (i)      the  capitalised  value of  obligations  under any hire  purchase
               agreements  and finance  leasing  agreements  (as  determined  in
               accordance with applicable accounting standards);

      (ii)     indebtedness evidenced by bonds,  debentures,  loan stock, notes,
               commercial paper or similar instruments;

      (iii)    the  nominal  amount  of  any  share  capital   expressed  to  be
               redeemable;

       (iv)    indebtedness  (including contingent liabilities) arising under or
               by virtue of (a) acceptance credits, (b) debt factoring,  invoice
               or bill  discounting  or note  purchase  facilities  (save to the
               extent  that there is no right of recourse  against the  Borrower
               (or, as the case may be, the Parent) or any of its Subsidiaries),
               (c)  deferred  payment for assets or services  (other than normal
               trade credit),  (d) guarantees,  indemnities or other  assurances
               against  financial loss in respect of any indebtedness  specified
               in this definition of any other person,  (e)  counter-indemnities
               in respect of letters of credit, bonds,  guarantees,  indemnities
               or  similar  obligations  issued  or  created  in favour of third
               parties and (f) any other  transaction  having  substantially the
               same  commercial  effect  as  any  of  the  foregoing,  including
               (without  limitation)  those where  liabilities  are not shown as
               borrowings  on a balance  sheet by  reason  of being  contingent,
               conditional or otherwise;

      "Gross  Financing  Costs"  means in respect of any  Relevant  Period,  all
       -----------------------
      interest,  acceptance commission,  payments under interest rate management
      arrangements (whether by way of swap, cap, collar, floor, option,  forward
      rate  agreement or  otherwise)  and other  continuing  regular or periodic
      costs,  charges  and  expenses in the nature of  interest  (whether  paid,
      payable or capitalised and including the interest element in hire purchase
      and finance leasing charges) incurred by the Borrower and its Subsidiaries
      (or,  where the  Financial  Covenants are expressed in the Offer Letter to
      apply to the Parent and its Subsidiaries, the Parent and its Subsidiaries)
      during  such  Relevant  Period  in  effecting,  servicing  or  maintaining
      borrowings or borrowing facilities;

      "Interest Period" means for so long as a LIBOR Basis applies,  a period of
       ---------------
      three, six or twelve months (or such other period as may be agreed between
      the Borrower and the Bank) commencing on the date on which the Facility is
      first drawn down or (where a LIBOR Basis is selected  after first drawdown
      pursuant to Condition  5.3 or 5.5) on the date upon which such LIBOR Basis
      first  takes  effect  or on the  last  day of  the  immediately  preceding
      Interest  Period  (as the case may be),  in each case as  selected  by the

<PAGE>

      Borrower  by notice  received by the Bank not later than 12.00 noon on the
      first day of the relevant Interest Period, provided that:

      (i)      while interest is capitalised  and debited to Loan account,  or a
               Maximum Rate Basis or a Minimax Rate Basis applies, each Interest
               Period shall be a period of 3 months;

      (ii)     if the  Borrower  fails to select  the  duration  of an  Interest
               Period  in the  manner  and  by the  time  mentioned  above,  the
               duration of that Interest Period shall be 3 months;


      (iii)    an Interest Period that would otherwise extend beyond an Interest
               Review Date or the final date for  repayment of the Loan shall be
               shortened to end on such date;

      (iv)     in respect of second and  subsequent  drawings under the Facility
               made  while a LIBOR  Basis  applies,  the first  Interest  Period
               relating to the remainder of the Loan so that all drawings  shall
               be consolidated;

      (v)      if a repayment date (other than the final  repayment  date) falls
               during an  Interest  Period,  the Loan shall be divided  into two
               tranches,  one being of an  amount  equal to that to be repaid on
               such repayment date and having an Interest  Period ending on such
               repayment  date and the  other  being of an  amount  equal to the
               remainder of the Loan and having an Interest Period of a duration
               established  in  accordance  with the  other  provisions  of this
               definition;

      (vi)     the duration of any  Interest  Period may be adjusted by the Bank
               in accordance with Condition 7.3; and

      (vii)    following  a  demand  for  repayment  of  the  Loan  pursuant  to
               Condition 12, each Interest Period for any unpaid amount shall be
               of such  duration  as the Bank may in its  sole  discretion  deem
               appropriate;

      "Interest  Review  Date"  means the  First  Interest  Review  Date and any
       ----------------------
      subsequent  date on which  the  basis for  calculating  interest  is to be
      reviewed under Condition 5.3(c);

      "LIBOR" means, in relation to any Interest Period:
       -----

      (i)      for so long as a  Maximum  Rate  Basis or a  Minimax  Rate  Basis
               applies,  the percentage rate per annum determined by the Bank to
               be its offered  quotation  for 3 month  sterling  deposits  which
               appears on the  display  designated  as page "LIBP" on the Reuter
               Monitor Money Rates Service (or such other page or service as the
               Bank may notify to the Borrower as having  replaced  such page or
               service for the purpose of displaying London  Inter-Bank  Offered
               Rates) as at 11.00 a.m. on the first day of the relevant Interest
               Period; or

      (ii)     for so long as (a) a LIBOR Basis (other than a Maximum Rate Basis
               or a Minimax Rate Basis) applies or (b) a Maximum Rate Basis or a
               Minimax  Rate  Basis  applies  but no such  display  rate,  as is
               mentioned in (i) above is available  at the  relevant  time,  the
               percentage  rate  per  annum at which  the Bank  offers  sterling
               deposits (in amounts  comparable to the Loan or the relevant part
               of it) to prime banks in the London Inter-Bank Market (or, if the

<PAGE>

               Bank is not offering such deposits, the percentage rate per annum
               determined  by the  Bank to be its cost of  funds  from  whatever
               source it may select) on the first day of the  relevant  Interest
               Period for a period equal or comparable to such Interest Period;

      "LIBOR Basis" means a basis for calculating interest on the Loan at a rate
       -----------
      equal to the  aggregate  of (i) the  Margin,  (ii)  LIBOR  and  (iii)  the
      Associated  Costs Rate  (whether or not LIBOR is subject to a Maximum Rate
      and/or a Minimum Rate);

      "Loan"  means the  aggregate  principal  amount  (including  any  interest
       ----
      capitalised  and debited to Loan account and any other  amount  debited to
      Loan  account  pursuant  to  Condition  7.2)  drawn and for the time being
      outstanding under the Facility;

      "Management  Fee  Review  Date"  means an  Interest  Review  Date and,  in
       -----------------------------
      addition, if the period from any Interest Review Date to the next Interest
      Review Date shall be longer than 3 years,  the last  Business  Day of each
      consecutive period of 3 years during such period;

      "Maximum Rate" means, in relation to any period while interest on the Loan
       ------------
      is calculated on a Maximum Rate Basis or a Minimax Rate Basis, the maximum
      rate for LIBOR agreed between the Bank and the Borrower in accordance with
      the provisions  overleaf under the heading "Interest" or the provisions of
      Condition 5.3 or 5.6;

      "Maximum  Rate Basis" means a LIBOR Basis in respect of which the Bank and
       -------------------
      the Borrower have agreed that LIBOR shall be subject to an agreed  maximum
      rate (but not a minimum rate) for an agreed period;

      "Minimax  Rate Basis" means a LIBOR Basis in respect of which the Bank and
       -------------------
      the Borrower have agreed that LIBOR shall be subject to an agreed  maximum
      rate and an agreed minimum rate for an agreed period;

      "Minimum Rate" means, in relation to any period while interest on the Loan
       ------------
      is calculated  on a Minimax Rate Basis,  the minimum rate for LIBOR agreed
      between the Bank and the Borrower in accordance with the provisions in the
      Offer Letter under the heading  "Interest" or the  provisions of Condition
      5.3 or 5.6;

      "Net  Tangible  Assets"  means  the  aggregate  of the  amount  paid up or
       ---------------------
      credited as paid up on the issued share capital and the amount standing to
      the credit of the  consolidated  capital and revenue  reserves  (including
      share  premium  account,  capital  redemption  reserve and profit and loss
      account) of the Borrower and its  Subsidiaries  (or,  where the  Financial
      Covenants are expressed in the Offer Letter to apply to the Parent and its
      Subsidiaries, the Parent and its Subsidiaries) but after deducting:

      (i)      goodwill  (including goodwill arising on consolidation) and other
               intangible assets;

      (ii)     (to the  extent  included)  any  reserve  created  by any  upward
               revaluations  of fixed  assets  made  after  the date of its most
               recent  audited  accounts as at the date of this offer and a copy
               of which has been delivered to the Bank;

      (iii)    (to  the  extent  included)  amounts   attributable  to  minority
               interests and deferred taxation;

<PAGE>

      (iv)     any debit  balance  on profit and loss  account,  (but so that no
               amount shall be included or excluded more than once);

      "Potential  Event of  Default"  means an event  which,  with the giving of
       ----------------------------
      notice,  the lapse of time or the  making of any  determination,  would or
      might constitute an Event of Default;

      "Property  Value" means the aggregate  value (as  determined  from time to
       ---------------
      time by the Bank or,  at the  expense  of the  Borrower,  by  professional
      valuers  acceptable to the Bank on such bases and  assumptions as the Bank
      may in its  discretion  require) of each freehold and  leasehold  property
      from time to time  charged to the Bank by way of first  charge as security
      for the Borrower's obligations hereunder;

      "Relevant  Periods" means each consecutive period of three months during a
       -----------------
      financial  year of the Borrower  (or,  where the  Financial  Covenants are
      expressed in the Offer Letter to apply to the Parent and its Subsidiaries,
      the Parent) and, in addition,  each period of twelve  months ending on the
      last day of a financial  year of the Borrower (or, as the case may be, the
      Parent) (each a "Relevant Period");

      "Subsidiary"  means a subsidiary  undertaking as defined in Section 258 of
       ----------
      the Companies Act 1985 and "Subsidiaries" shall be construed accordingly;

      "Total   Liabilities"  means  the  aggregate  amount  of  all  liabilities
       -------------------
      (including,  without  limitation,  any  amounts  attributable  to minority
      interests, deferred taxation, provisions and share capital expressed to be
      redeemable) of the Borrower and its  Subsidiaries  (or where the Financial
      Covenants are expressed in the Offer Letter to apply to the Parent and its
      Subsidiaries,  the Parent and its  Subsidiaries),  to the extent that they
      would be  included  in a balance  sheet under  accounting  principles  and
      practices generally accepted in the United Kingdom;

      "Total  Operating  Profit"  means in respect of any Relevant  Period,  the
       ------------------------
      consolidated   total   operating   profit   for   continuing   operations,
      acquisitions  (as a component of continuing  operations) and  discontinued
      operations  (as set out in  Financial  Reporting  Standard  No.  3) of the
      Borrower and its  Subsidiaries  (or,  where the  Financial  Covenants  are
      expressed in the Offer Letter to apply to the Parent and its Subsidiaries,
      the Parent and its Subsidiaries) but ignoring any exceptional items; and

      "VAT" means value added tax or any similar tax  substituted  for it from
       ---
      time to time.

1.2   References to statutory  provisions are references to provisions of United
      Kingdom statutes and shall include references to any amended,  extended or
      re-enacted version with effect from the date on which it comes into force.

1.3   References  to  the  Borrower,  the  Parent  or  the  Bank  shall  include
      references to their respective successors and assigns.

1.4   If the  Borrower is a  partnership  or otherwise  comprises  more than one
      person,  the  obligations  of each such person  shall be joint and several
      obligations and references to the Borrower shall be construed as including
      a  reference  to each such  person.  In the  event of  death,  bankruptcy,

<PAGE>

      winding up or dissolution of any one or more such persons, the obligations
      of the other such persons shall continue in full force and effect.

1.5   References to "indebtedness"  shall include any obligation for the payment
      or repayment of money (whether present or future, actual or contingent).

1.6   References to a time of the day are references to the time in London.

1.7   Headings are for ease of reference only and shall be ignored in construing
      this document.

2.    Drawdown
      --------

2.1   Conditions  Precedent:  The Facility will become available to the Borrower
      ---------------------
      for drawing  only upon  receipt by the Bank of the  following  in form and
      substance satisfactory to the Bank:


      (a)   this  document  signed by or on behalf of the Borrower  (and, if the
            Borrower  comprises  more than one  person,  by or on behalf of each
            such person) and, where applicable, the Parent;

      (b)   if the Borrower is or includes a company, a certified true copy of a
            resolution of its board of directors:

          (i)       accepting the Facility on the terms and  conditions  set out
                    herein;

          (ii)      authorising  a  specified  person or persons to  countersign
                    this document;

          (iii)     specifying the names of those officers of the Borrower whose
                    instructions  (jointly or alone) the Bank is  authorised  to
                    accept in all matters concerning the Facility, together with
                    confirmed specimen  signatures of those officers and each of
                    the persons  referred to in (ii) above, if not already known
                    to the Bank;

      (c)   where the Parent is named in this document, a certified true copy of
            a resolution of the board of directors of the Parent  approving this
            document  and   authorising   a  specified   person  or  persons  to
            countersign it;

      (d)   the  security/guarantee  documents (if any) referred to in the Offer
            Letter under the heading  "Security/Guarantee(s)"  duly  executed by
            the  chargors/guarantors  specified therein together with such other
            documents relating to them as the Bank may require; and

      (e)   the  additional  documents  (if any)  specified  in the Offer Letter
            under the heading "Conditions Precedent".

2.2   Drawdown  Requests:  Each request by the Borrower for a drawing  under the
      ------------------
      Facility  shall be made by the Borrower  giving  notice to the Bank (which
      shall be irrevocable),  specifying the drawdown date (being a Business Day
      on or before  the Final  Drawdown  Date) and the amount  required,  by not
      later than 10.00 a.m. on (a) the proposed  drawdown date if interest is to
      be calculated on a Base Rate Basis or (b) the second Business Day prior to
      the proposed drawdown date if interest is to be calculated on a Fixed Rate

<PAGE>

      Basis or a LIBOR  Basis.  Drawings  will be made  available by the Bank by
      credit to the Borrower's current account with the Bank.

2.3   Time and Amounts:  No drawings may be made  otherwise  than in  accordance
      ----------------
      with the  provisions in the Offer Letter under the heading  "Amount,  Term
      and Drawdown".  If interest is to be calculated  initially on a Fixed Rate
      Basis,  a Maximum  Rate  Basis or a Minimax  Rate  Basis  pursuant  to the
      provisions  overleaf  under the heading  "Interest",  the  Borrower  shall
      request  drawings  on the date or dates  (and in the  amount  or  amounts)
      agreed  between the Bank and the Borrower when the relevant  fixed rate or
      (as the  case  may be)  maximum  or  minimum  rate was  agreed  or  (where
      applicable)  on the drawdown  dates (and in the amounts)  specified in the
      attached Special Conditions,  if any); drawings on any other date or dates
      (or in other  amounts) may not be made without the consent of the Bank. In
      the  event  of any  breach  of this  Condition  2.3,  the  Borrower  shall
      indemnify  the  Bank in  accordance  with  Condition  15.1 and  shall,  in
      addition, pay to the Bank on demand an administration fee of (pound)250.

2.4   Default:  No drawing may be made if, as of the drawdown  date, an Event of
      -------
      Default or Potential  Event of Default  shall have  occurred and shall not
      have been remedied to the  satisfaction of the Bank or would occur if such
      drawing were made.

3.    Repayment
      ---------

3.1   Time and  Amounts:  Subject to the  provisions  of this  Condition  3, the
      -----------------
      Borrower shall repay the Loan at the times and in the amounts specified or
      referred to in the Offer Letter under the heading "Repayment".

3.2   Reduction of Instalments: If the whole of the Facility shall not have been
      ------------------------
      drawn  down by the  Final  Drawdown  Date and the Loan is to be  repaid in
      instalments,  the  repayment  instalments  specified or referred to in the
      Offer Letter under the heading "Repayment" shall be reduced pro rata.

3.3   Review of Instalments:  If the Bank agrees that interest on the Loan is to
      ---------------------
      be capitalised  and debited to Loan account,  the amount of each repayment
      instalment  specified or referred to in the Offer Letter under the heading
      "Repayment"  will  be  reviewed  by the  Bank  annually  and  also on each
      Interest Review Date and on each occasion that the basis on which interest
      on the Loan is calculated changes in accordance with Condition 5. The Bank
      will advise the Borrower of any variation to the repayment instalments and
      the  Borrower  shall  thereafter  be  bound  to  repay  the  Loan  in such
      instalments.

4.    Prepayment and cancellation
      ---------------------------

4.1   Prepayment:  The  Borrower  may at any time  prepay all or  (except  while
      ----------
      interest is  calculated  on a Fixed Rate Basis,  a Maximum Rate Basis or a
      Minimax  Rate Basis) any part (being in the  minimum  amount and  multiple
      specified in the Offer Letter under the heading "Prepayment") of the Loan,
      together with (a) interest accrued to the date of prepayment on the amount
      prepaid if required by the Bank, (b) the fee calculated in accordance with
      Condition 4.3 or 4.4 and (c) any amount payable  pursuant to Condition 15,
      on giving not less than 7 days' notice in writing to the Bank (which shall
      be  irrevocable),  provided  that while  interest is calculated on a LIBOR
      Basis  prepayment  may be made only on the last day of an Interest  Period
      relating to the amount prepaid.

<PAGE>

4.2   Application:  Any amount prepaid  pursuant to Condition 4.1 shall satisfy,
      -----------
      to the  extent  of  such  prepayment,  the  Borrower's  obligations  under
      Condition  3 and  such  amount  shall be  applied  so as to  reduce  those
      obligations in reverse order. No amount prepaid may be redrawn.

4.3   Prepayment Fee (Fixed Rate  Basis/Minimax  Rate Basis):  The amount of the
      ------------------------------------------------------
      repayment fee payable in respect of any  prepayment  (whether  pursuant to
      Condition 4.1 or otherwise)  made while  interest is calculated on a Fixed
      Rate Basis or a Minimax Rate Basis shall be (pound)250,  together with any
      amount payable pursuant to Condition 15.

4.4   Prepayment Fee (LIBOR Basis/Base Rate Basis): The amount of the prepayment
      --------------------------------------------
      fee payable in respect of any  prepayment  (whether  pursuant to Condition
      4.1 or otherwise)  made while interest is calculated on LIBOR Basis (other
      than a Minimax  Rate Basis) or a Base Rate Basis shall be an amount  equal
      to 0% flat  on the  amount  prepaid,  together  with  any  amount  payable
      pursuant to Condition 15.

4.5   Cancellation: The Borrower shall be entitled, subject to the prior payment
      ------------
      to the Bank of any amount payable pursuant to Condition 15.1 in connection
      with such  cancellation,  to cancel  the whole or any part of the  undrawn
      Facility (being in a multiple of  (pound)1,000)  by giving not less than 7
      days' notice in writing to the Bank,  whereupon the amount of the Facility
      shall be reduced accordingly.

5.    Interest
      --------

5.1   Basis and Rate: The Borrower  shall pay interest on the daily  outstanding
      --------------
      amount of the Loan at the rate and times and in the  manner  specified  in
      this  Condition.  Subject to the  provisions of this Condition 5, interest
      will be  calculated  until the  First  Interest  Review  Date on the basis
      specified in the Offer Letter under the heading  "Interest" and thereafter
      on the basis and at the rates  established  in accordance  with  Condition
      5.3.

5.2   (a) Base  Rate  Basis:  If and for so long as a Base Rate  Basis  applies,
          interest  shall accrue at the rate per annum equal to the aggregate of
          the Margin and the Base Rate from time to time.

      (b) Fixed Rate  Basis:  If and for so long as a Fixed Rate Basis  applies,
          -----------------
          interest  shall  accrue  at the  fixed  rate  of  interest  per  annum
          established  in  accordance  with the  provisions  overleaf  under the
          heading  "Interest"  or (as  the  case  may  be)  agreed  pursuant  to
          Condition 5.3 or 5.4.

      (c) LIBOR  Basis:  If and for so long as a LIBOR Basis  applies,  interest
          ------------
          shall be calculated by reference to Interest  Periods and shall accrue
          in respect of each Interest  Period at the rate per annum equal to the
          aggregate of (i) the Margin,  (ii) LIBOR for that Interest  Period and
          (iii) the  Associated  Costs Rate,  provided that (aa) while a Maximum
          Rate Basis or a Minimax Rate Basis applies,  if LIBOR for any Interest
          Period is higher than the applicable  Maximum Rate,  such Maximum Rate
          shall be substituted for LIBOR in respect of that Interest Period, and
          (bb) while a Minimax  Rate Basis  applies,  if LIBOR for any  Interest
          Period is lower that the  applicable  Minimum Rate,  such Minimum Rate
          shall be substituted for LIBOR in respect of that Interest Period.

<PAGE>

      (d) Payment Dates:  Interest at the rates so determined  will,  subject to
          the  provisions of Condition 5.8, be payable in arrear by the Borrower
          on (i) in the case of a Base Rate Basis,  the Bank's  usual  quarterly
          charging  dates in March,  June,  September and December in each year,
          (ii) in the  case of a LIBOR  Basis,  the  last  day of each  Interest
          Period  (and,  in the case of an  Interest  Period of longer  than six
          months,  also at the end of each  period  of six  months  during  such
          Interest  Period) or (iii) in the case of a Fixed Rate  Basis,  at the
          end of each  consecutive  period of 1 or 3 months  (which  period  the
          Borrower shall irrevocably elect before the commencement of such Fixed
          Rate  Basis)  from the date of  commencement  of such Fixed Rate Basis
          and, in each case, on the day on which the Loan is finally repaid.

5.3   (a) Interest  Review:  Shortly  before  each  Interest  Review  Date,  the
          ---------------- Bank will notify the Borrower in writing of its right
          to select the basis on which  interest  will be charged until the next
          Interest  Review Date (or, where  relevant,  until the final repayment
          date).  Such basis will be at the option of the  Borrower  and will be
          either  (i) a  Base  Rate  Basis  or  (ii) a  Fixed  Rate  Basis  at a
          percentage  rate  per  annum  fixed  for a fixed  period,  within  the
          remaining term of the Facility,  of between one and ten years (or such
          other period as the Bank may at its discretion offer) or (iii) (unless
          a Base Rate Basis applied  immediately  prior to such Interest  Review
          Date and the  amount of the Loan is less  than(pound)100,000)  a LIBOR
          Basis  (which may, at the  discretion  of the Bank,  include a Maximum
          Rate Basis and/or a Minimax Rate Basis for a fixed period,  within the
          remaining term of the Facility,  of between one and ten years (or such
          other period as the Bank may at its discretion  offer)). If the period
          from the relevant  Interest Review Date to the final repayment date is
          less than one year, the Borrower will not have the option of selecting
          a Fixed Rate Basis, a Maximum Rate Basis or a Minimax Rate Basis.

      (b) Selection of Basis:  The Borrower must notify the Bank of the basis so
          ------------------
          selected by it (and,  if the  Borrower  selects a Fixed Rate Basis,  a
          Maximum Rate Basis or a Minimax Rate Basis,  the Borrower and the Bank
          must have agreed the relevant  period and fixed rate,  maximum rate or
          maximum  rate and minimum  rate (as the case may be) and the  Borrower
          must have paid the relevant interest rate management fee (if any)), in
          each case by not later than 10.00 a.m. on the  Interest  Review  Date,
          failing  which  interest  will be calculated on a Base Rate Basis from
          the Interest  Review Date until  (subject to  Conditions  5.4, 5.5 and
          5.6) the next following Interest Review Date.

      (c) Review Dates: The basis for calculating  interest on the Loan shall be
          ------------
          reviewed under this  Condition 5.3 on the First Interest  Review Date,
          at the end of any period for which a Fixed Rate Basis,  a Maximum Rate
          Basis or a Minimax Rate Basis applies and at the end of each period of
          three  years  during  which a LIBOR Basis  (other than a Maximum  Rate
          Basis or a Minimax Rate Basis) or a Base Rate Basis applies.

5.4   Change to Fixed Rate Basis: The Borrower shall have the right, at any time
      --------------------------
      after the Final  Drawdown Date while interest is calculated on a Base Rate
      Basis and during the last 5 Business  Days of any  Interest  Period  while
      interest is  calculated  on a LIBOR Basis (other than a Maximum Rate Basis
      or a Minimax  Rate Basis),  to request the Bank to quote fixed  percentage
      rates per annum  for a fixed  period,  within  the  remaining  term of the
      Facility,  of between one and ten years (or such other  period as the Bank
      may at its  discretion  offer).  If the Bank and the Borrower  shall agree
      that any such fixed rate shall  apply,  a Fixed Rate Basis at the relevant
      fixed rate shall apply for the relevant period with effect from:

<PAGE>

      (a)   the date of such agreement  where  interest is then  calculated on a
            Base Rate Basis; or

      (b)   the last day of the then current  Interest  Period where interest is
            then calculated on a LIBOR Basis.

5.5   Change to LIBOR  Basis:  The  Borrower  shall have the right,  at any time
      ----------------------
      after the Final  Drawdown Date while interest is calculated on a Base Rate
      Basis  (provided  that  the  amount  of the  Loan is then  not  less  than
      (pound)100,000  and that the period from the date with effect from which a
      LIBOR Basis would apply as mentioned  below to the final repayment date of
      the  Loan is not less  than 12  months),  to  require  the  basis on which
      interest  on the Loan is  calculated  to be changed to a LIBOR  Basis (but
      not,  under this  Condition 5.5, to a Maximum Rate Basis or a Minimax Rate
      Basis).  Such right shall be exercisable  by the Borrower  giving not less
      than 30 days' notice in writing to the Bank  specifying  the date (being a
      Business  Day) upon which such change is to take  effect.  Interest  shall
      thereafter be calculated on a LIBOR Basis until (subject to Conditions 5.4
      and 5.6) the next Interest Review Date.

5.6   Change to Maximum  Rate Basis or Minimax Rate Basis:  The  Borrower  shall
      ---------------------------------------------------
      have the right,  at any time after the Final  Drawdown Date while interest
      is  calculated on a Base Rate Basis and during the last 5 Business Days of
      any Interest  Period while  interest is calculated on a LIBOR Basis (other
      than a Maximum Rate Basis or a Minimax Rate Basis)  (provided in each case
      that the  amount of the Loan is then not less than  (pound)100,000  in the
      case of a change to a Maximum Rate Basis and (pound)250,000 in the case of
      a change to a Minimax  Rate  Basis) to request  the Bank to quote  maximum
      and/or  maximum and  minimum  LIBOR rates (and  associated  interest  rate
      management fees) that the Bank would offer for a fixed period,  within the
      remaining  term of the  Facility,  of  between  one and ten years (or such
      other period as the Bank may at its discretion offer). If the Bank and the
      Borrower  shall  agree that any such  maximum  rate or maximum and minimum
      rate  shall  apply and the  Borrower  shall  pay to the Bank the  relevant
      interest rate management fee, a Maximum Rate Basis or (as the case may be)
      Minimax Rate Basis shall apply for the relevant period with effect from:

      (a)   the date of such agreement  where  interest is then  calculated on a
            Base Rate Basis; or

      (b)   the last day of the then current  Interest  Period where interest is
            then calculated on a LIBOR Basis.

5.7   Accrual;  Default  Rate:  Interest  shall  accrue from day to day (as well
      -----------------------
      after as before  judgement)  and be  calculated on the basis of the actual
      number of days elapsed and a 365 day year.  Any sum (whether in respect of
      interest,  fees,  costs or otherwise) which the Borrower fails to pay when
      due may, at the  discretion  of the Bank, be treated as if it were part of
      the Loan  for the  purposes  of this  Condition  5 and the  Bank  shall be
      entitled  to increase  the rate of interest  payable on any such sum by 1%
      per annum from the date on which the relevant sum became payable. The Bank
      shall be entitled,  on or at any time after the Borrower's  failure to pay
      any sum due in respect of the  Facility on the due date or the  occurrence
      of any other  Event of Default  while a LIBOR  Basis or a Fixed Rate Basis
      applies,  by notice to the Borrower to change the basis on which  interest
      is charged  (either in  relation  to the unpaid sum only or in relation to
      all sums then  outstanding  in  respect  of the  Facility)  to a Base Rate
      Basis.  If the Bank so changes  the basis on which  interest is charged in
      relation  to the  whole or part of the Loan  before  the end of an  agreed
      period for which a Fixed  Rate  Basis,  a Maximum  Rate Basis or a Minimax
      Rate Basis applies, the Borrower shall be deemed, for the purposes only of

<PAGE>

      Conditions 4.3, 4.4 and 15.1 to have prepaid the Loan or the relevant part
      of it on the date on which the Bank  notifies  the Borrower of such change
      and  accordingly  a  prepayment  fee  shall  be  payable  on such  date in
      accordance  with  Condition  4.3 or (as the case may be) 4.4 together with
      any sums payable pursuant to Condition 15.

5.8   Capitalisation:  The  Bank  may  (except  while  interest  on the  Loan is
      --------------
      calculated  on a Maximum  Rate  Basis or a  Minimax  Rate  Basis),  at its
      discretion,  permit the whole or any part of the interest  accruing on the
      Loan to be  capitalised,  in which  event the amount of any such  interest
      shall be added to the principal  amount of the Loan and shall  accordingly
      be debited to the  Borrower's  Loan  account on such dates as the Bank may
      require.  Repayment  instalments  thereafter shall be reviewed by the Bank
      periodically in accordance with Condition 3.3.

6.    Fees
      ----

6.1   General:  The  Borrower  shall pay the fees  specified in the Offer Letter
      -------
      under the heading "Fees".

6.2   Review of Agreed Management Fees: The Bank shall be entitled,  with effect
      --------------------------------
      from any Management Fee Review Date,  from time to time to review and vary
      the amount of the agreed  management fee payable pursuant to paragraph (b)
      under the heading  "Fees" in the Offer  Letter,  by notice to the Borrower
      given shortly before the relevant  Management Fee Review Date.  Unless the
      whole of the Loan shall be prepaid in accordance with Condition 4.1 during
      the period of 90 days  following the relevant  Management Fee Review Date,
      the Borrower  shall  thereafter be obliged to pay the management fee as so
      notified by the Bank. In the absence of any such  notification  prior to a
      Management  Fee Review Date,  the amount of the  management fee payable by
      the Borrower until the next following  Management Fee Review Date shall be
      that specified in the Offer Letter or, if higher, the amount (if any) most
      recently so notified by the Bank.

6.3   Non-utilisation Fee: The non-utilisation fee will be calculated on a daily
      -------------------
      basis from the date falling 3 months after the date of  acceptance  by the
      Borrower  of this  offer on the  undrawn  and  uncancelled  portion of the
      Facility and will be payable quarterly in arrear and on the Final Drawdown
      Date or (if earlier) the date on which the Facility becomes fully drawn.

6.4   Interest Rate  Management  Fee: The Borrower shall pay to the Bank, on the
      ------------------------------
      date on which any  Maximum  Rate  Basis or  Minimax  Rate  Basis is agreed
      between  the  Bank  and  the  Borrower,  a  non-returnable  interest  rate
      management   fee  in  the  amount  (if  any)   required  by  the  Bank  in
      consideration  of  its  agreement  to  charge  interest  on  the  Loan  in
      accordance with the relevant Maximum Rate Basis or a Minimax Rate Basis.

7.    Payments
      --------

7.1   No withholding:  All payments by the Borrower under the Facility,  whether
      --------------
      of principal,  interest, fees, costs or otherwise,  shall be made in full,
      without  set-off or  counterclaim  and free and clear of any  deduction or
      withholding on account of tax or otherwise. If the Borrower is required by
      law to make any  deduction  or  withholding  from any  payment  under  the
      Facility,  the sum due from the Borrower in respect of such payment  shall
      be increased to the extent  necessary to ensure that,  after the making of
      such  deduction or  withholding,  the Bank receives a net sum equal to the
      sum which it would have received had no such deduction or withholding been
      required.

<PAGE>

7.2   Debits:  Without  prejudice  to  Condition  5.8,  the  Bank  may,  at  its
      ------
      discretion,  debit any sums  (whether in respect of  principal,  interest,
      fees,  costs or  otherwise)  due from the  Borrower  to the Bank under the
      Facility to any  account of the  Borrower  with the Bank,  notwithstanding
      that any such debit  results  in a debit  balance  or an  increased  debit
      balance on the relevant account.

7.3   Adjustment  of Dates:  The Bank shall be  entitled to adjust the dates for
      --------------------
      the making of payments  under the  Facility,  and the duration of Interest
      Periods,  where in the Bank's opinion it is necessary to do so in order to
      comply  with the  practice  from  time to time  prevailing  in the  London
      Inter-Bank  Market or any other financial market relevant for the purposes
      of the Facility.

7.4   VAT
      ---

      All  sums  payable  by the  Borrower  to the Bank in  connection  with the
      Facility  shall be paid  together with any VAT that may be payable on such
      sums, at the rate then required by law.

8.    Representations and Warranties
      ------------------------------

8.1   Representations:  By accepting  this offer,  the Borrower  represents  and
      ---------------
      warrants (or, if the Parent is named in the Offer Letter, the Borrower and
      the Parent jointly and severally represent and warrant) that:

      (a) Power and Authority:  the Borrower is legally  empowered to borrow the
          -------------------
          full  amount  of the  Facility  on the terms  set out  herein  and the
          Borrower (and, where  applicable,  the Parent) has taken all necessary
          action to authorise the acceptance of the Facility and the performance
          of its  obligations  hereunder  and under the  other  documents  to be
          entered into by it in  connection  with the Facility and that there is
          no legal or other restriction whatsoever on its ability to perform its
          obligations in respect of the Facility;

      (b) Power of  Guarantors:  any person  named in the Offer Letter under the
          --------------------
          heading  "Security/Guarantee(s)"  is  legally  empowered  to give  the
          security or guarantee referred to therein; and

      (c) No  Default:  no Event of Default or  Potential  Event of Default  has
          -----------
          occurred and is continuing.

8.2   Repetition:  The foregoing  representations and warranties shall be deemed
      ----------
      to be repeated on the date of the first  drawing under the Facility and on
      each day thereafter, by reference to the circumstances then existing.

9.    Information
      -----------

      The  Borrower  (and,  where the Parent is named in the Offer  Letter,  the
      Parent) will provide the Bank with:

      (a) Accounts: copies of its audited (or, if the Borrower is a partnership,
          --------
          certified)  accounts,  including  a balance  sheet and profit and loss
          account  (or,  if the  Borrower is a trustee,  income and  expenditure
          accounts),  consolidated  if the  Borrower or (as the case may be) the
          Parent has  Subsidiaries,  as soon as they are available and not later
          than 180  days  from the end of each of its  financial  years  and its

<PAGE>

          unaudited interim statements (if they are required by the Bank) within
          90 days after the end of each half year;

     (b)  Management  Accounts:  if any of the Financial  Covenants apply to the
          --------------------
          Facility,  copies  of  its  unaudited  quarterly  management  accounts
          relating to each Relevant Period, including a balance sheet and profit
          and loss account, consolidated if the Borrower or (as the case may be)
          the Parent has  Subsidiaries,  as soon as they are  available  and not
          later than 30 days from the end of the  Relevant  Period to which they
          relate; and

      (c) Other  Information:  any other  information which the Bank may request
          ------------------
          from time to time.

10.   General Undertakings
      --------------------

      While  any  part  of the  Loan  is  outstanding  or the  Facility  remains
      available  for drawing,  the Borrower  undertakes  (and,  if the Parent is
      named in the  Offer  Letter,  the  Borrower  and the  Parent  jointly  and
      severally  undertake)  to procure  that  unless  the Bank in its  absolute
      discretion otherwise agrees in writing:

      (a) Pari  Passu  Ranking:   the  obligations  of  the  Borrower  (and,  if
          --------------------
          applicable,  the Parent) in respect of the Facility shall at all times
          rank at  least  pari  passu  with all its  other  present  and  future
          unsecured obligations;

      (b) Negative Pledge:  no Relevant Party shall create or agree to create or
          ---------------
          permit to subsist (other than in favour of the Bank) any  Encumbrance,
          except  Encumbrances  in  existence at the date of this offer and full
          details  of which were  disclosed  in writing to the Bank prior to the
          date provided that the amount  secured by any such  Encumbrance is not
          at any time increased;

      (c) Disposals:  no Relevant Party will sell, transfer or otherwise dispose
          ---------
          of the whole or any  substantial  part of its  undertaking,  property,
          assets or  revenues,  whether by a single  transaction  or a number of
          transactions (other than in the ordinary course of trading);

      (d) Change of Business: no Relevant Party will make any material change in
          ------------------
          the scope or nature of its business;

      (e) Insurance:  each Relevant Party shall maintain  adequate  insurance in
          ---------
          relation to its business  and assets with  reputable  underwriters  or
          insurance  companies against risks usually insured by persons carrying
          on a business such as that carried on by such Relevant  Party and such
          other risks as the Bank may from time to time reasonably require;

      (f) Litigation:  it will forthwith,  upon becoming aware of it, inform the
          ---------
          Bank  of  any  material  litigation,   arbitration  or  administrative
          proceeding  pending or, to the best of its knowledge,  information and
          belief, threatened against any Relevant Party;

<PAGE>

      (g) Notification  of Event of Default:  it will  forthwith,  upon becoming
          ---------------------------------
          aware of it, inform the Bank of the occurrence of any Event of Default
          or Potential  Event of Default (and the steps,  if any, being taken to
          remedy it);

      (h) Change in Partnership: if the Borrower is a partnership,  the Borrower
          ---------------------
          shall  notify  the Bank in  writing  immediately  of any change in the
          membership of the partnership and whenever  possible such notification
          shall be given in advance of such change; and

      (i) Change of Trustee: if the Borrower comprises one or more trustees, the
          -----------------
          Borrower  shall give to the Bank not less than 28 days' prior  written
          notice of the proposed retirement of any trustee or the appointment of
          any new trustee (which shall not be effected without the prior written
          consent of the Bank) and shall notify the Bank in writing  immediately
          upon  the  death  of any  trustee  or the  dissolution  of any firm or
          corporation acting as trustee.

11. Financial covenants
    -------------------

11.1  Testing:  The Financial Covenants shall be tested by reference to the most
      -------
      recent  audited  accounts (or,  where  appropriate,  audited  consolidated
      accounts) or unaudited interim  statements of the Borrower or (as the case
      may be) the Parent  from time to time  delivered  to the Bank  pursuant to
      Condition 9 (a) or by reference to the  quarterly  management  accounts of
      the  Borrower  or (as the case  may be) the  Parent.  Notwithstanding  the
      foregoing,  the Financial  Covenants set out in paragraphs  (b) and (c) in
      the Offer  Letter are to be satisfied at all times and the Borrower or (as
      the case may be) the Parent  shall if so required by the Bank from time to
      time provide the Bank with evidence of such satisfaction acceptable to the
      Bank.

11.2  Changes in Accounting Principles: The Borrower or (as the case may be) the
      --------------------------------
      Parent shall promptly notify the Bank of any proposed change in accounting
      principles  to be adopted for the  purposes of its audited  accounts  from
      those on the basis of which it is most recent  audited  accounts as at the
      date of this offer were  prepared.  If the Bank is of the opinion that any
      such change materially affects any of the Financial Covenants, it shall be
      entitled to require such  covenants to be amended in such manner as it may
      deem appropriate to reflect such change.

11.3  Calculations: All calculations for the purposes of the Financial Covenants
      ------------
      and  the  related  expressions  defined  in  Condition  1.1  shall  be  in
      accordance with accounting  principles and practices generally accepted in
      the United Kingdom consistently applied.

12.   Events of default
      -----------------

      In the event of:

      (a) Payment  Default:  failure by the  Borrower to make any  repayment  of
          ----------------
          principal,  or payment  of  interest  or other sum,  in respect of the
          Facility on its due date; or

      (b) Other  Breaches:  a breach by any Relevant Party in the performance of
          ---------------
          any other  obligation,  covenant or undertaking under or in connection
          with the  Facility or any  guarantee  or security  held by the Bank in
          respect of the Facility; or

<PAGE>

      (c) Cross  Default:  any  indebtedness  of  any  Relevant  Party  becoming
          --------------
          immediately  due and payable,  or capable of being declared so due and
          payable,  prior to its stated  maturity by reason of the occurrence of
          any event of default  (howsoever  described),  or any  Relevant  Party
          failing to discharge  any  indebtedness  on its due date (other than a
          liability  which such Relevant  Party shall then be contesting in good
          faith on the basis of favourable legal advice); or

      (d) Misrepresentation:   any  representation  or  warranty  made,  or  any
          -----------------
          information  provided,  by any Relevant  Party in connection  with the
          Facility being incorrect in any material respect when made or repeated
          or provided; or

      (e) Winding-up and  Administration:  a petition being presented,  an order
          ------------------------------
          being made or an effective  resolution being passed for winding up any
          Relevant  Party  (except  for  the  purposes  of a  reconstruction  or
          amalgamation on terms previously approved in writing by the Bank) or a
          petition being presented for an administration order in respect of any
          Relevant Party; or

      (f) Appointment  of Liquidator:  an  encumbrancer  taking  possession or a
          --------------------------
          liquidator, provisional liquidator, administrator,  receiver, trustee,
          sequestrator  or similar  officer being appointed in respect of all or
          any of the assets of any Relevant Party; or

      (g) Legal  Process:  a  distress,  execution,  attachment  or other  legal
          --------------
          process being  levied,  enforced or sued out against any of the assets
          of any Relevant  Party and not being  discharged  or paid within seven
          days; or

      (h) Suspension of Payments:  any Relevant Party suspending  payment of its
          ----------------------
          debts  or being  unable  to pay its  debts  as they  fall due or being
          deemed,  under Section 123 of the Insolvency Act 1986, to be unable to
          pay its debts; or

      (i) Rescheduling of Debts: any Relevant party proposing or entering into a
          ---------------------
          voluntary  arrangement  (within  the  meaning  of  Section  1  of  the
          Insolvency Act 1986) or taking or being  subjected to any  proceedings
          under  any law,  or  commencing  negotiations  with one or more of its
          creditors, for the readjustment, rescheduling or deferment of all or a
          material part of its debts,  or proposing or entering into any general
          assignment or composition with or for the benefit of its creditors; or

      (j) Bankruptcy, Death or Mental Disorder: the presentation of a bankruptcy
          ------------------------------------
          petition  against,  or the  application  for an  interim  order  under
          Section  253 of the  Insolvency  Act  1986 in  respect  of,  or in the
          insolvency, death or mental disorder (within the meaning of the Mental
          Health Act 1983) of, any Relevant Party; or

      (k) Cessation of Consents; Invalidity: the cessation or revocation for any
          ---------------------------------
          reason of any consent,  authorization,  licence and/or exemption which
          is  required  to  enable  any  Relevant  Party  to carry on all or any
          material  part of its  business,  or to ensure  that the terms of this
          document or any security or guarantee  held by the Bank in relation to
          the  Facility  are valid,  binding  and  enforceable,  or it  becoming
          unlawful  for  any  Relevant  Party  to  perform  all  or  any  of its
          obligations  hereunder or thereunder or any such document not being or
          ceasing to be legal, valid and binding on it; or

<PAGE>

      (l) Termination of Guarantee:  any guarantor  giving or purporting to give
          notice to terminate its liabilities  under any guarantee in respect of
          the Facility; or

      (m) Material  Adverse  Change:  there  being  an  adverse  change  in  the
          -------------------------
          financial  or trading  position or  prospects  of any  Relevant  Party
          which, in the Bank's reasonable opinion, is material; or

      (n) Change of  Control:  if the  Borrower  is a  company,  control  of the
          ------------------
          Borrower (or, if the Parent is named in the Offer Letter,  the Parent)
          passing  or having  passed to any  person or  persons,  acting  either
          individually  or in concert,  who did not control the Borrower (or, as
          the case may be, the  Parent) at the date of this  offer,  without the
          prior  written  consent  of the Bank  ("control"  having  the  meaning
          ascribed to it in relation to a body  corporate  by Section 840 of the
          Income and Corporation Taxes Act 1988); or

      (o) Change in Partnership:  if a Relevant Party is a partnership, a change
          ---------------------
          in the  partnership  which  constitutes  such  Relevant  Party for any
          reason, without the prior written consent of the Bank; or

      (p) Change of Trustee: if the Borrower comprises one or more trustees, any
          -----------------
          trustee ceases to act as such or any new trustee is appointed, without
          the prior written consent of the Bank; or

      (q) Analogous  Events:  any event  occurring  in relation to any  Relevant
          -----------------
          Party in any applicable jurisdiction which has an effect substantially
          similar to any of the events specified above,  then, in any such case,
          the Bank's  commitment to advance any undrawn  balance of the Facility
          shall  cease  and the  sole  amount  of the  outstanding  Loan and all
          accrued  interest  and other  amounts  owing under the  Facility  will
          become repayable forthwith on demand in writing being made by the Bank
          at any time.

13.   Costs and exprenses
      -------------------

      The Borrower  shall  reimburse  to the Bank on demand on a full  indemnity
      basis  (whether or not the Facility is drawn down) all valuation and legal
      fees and other out of pocket expenses (including VAT) incurred by the Bank
      in connection with any revaluation of any security held by the Bank or the
      enforcement or  preservation by the Bank of its rights under this document
      (and the documents referred to herein).

14.   Change of circumstances
      -----------------------

14.1  Increased Cost: In the event of any change in applicable law or regulation
      --------------
      or the existing requirements of, or new requirements being imposed by, the
      Bank of England or other regulatory  authority  (whether or not having the
      force of law) the result of which,  in the sole opinion of the Bank, is to
      increase the cost to it of funding,  maintaining  or making  available the
      Loan (or any undrawn  amount of the  Facility) or to reduce the  effective
      return to the Bank, then the Borrower shall pay to the Bank on demand such
      sum as may be certified by the Bank to the Borrower as being  necessary to
      compensate the Bank for such increased cost or such reduction.

<PAGE>

14.2  Illegality:  If it is or becomes  unlawful  for the Bank to give effect to
      ----------
      its  obligations  in respect of the  Facility or to fund or  maintain  the
      Facility,  the Bank may notify the Borrower to that effect,  whereupon the
      Borrower shall  immediately repay the Loan together with all other amounts
      payable by the Borrower in respect of the Facility.

15.   Indemnities
      -----------

15.1  General:  The  Borrower  shall  indemnify  the  Bank  on  demand  (without
      -------
      prejudice  to the Bank's  other  rights)  for any cost,  expense,  loss or
      liability  suffered  or incurred  by the Bank in  consequence  of, (a) the
      Borrower  breaching its  obligations  under Condition 2.3 or otherwise not
      drawing  down the full  amount of the  Facility  (where  relevant,  in the
      amounts and on the dates specified in the attached Special  Conditions (if
      any) or otherwise agreed between the Bank and the Borrower) after agreeing
      a Fixed Rate Basis or a LIBOR Basis  (whether or not a Maximum  Rate Basis
      or a Minimax Rate Basis) with the Bank in accordance  with the  provisions
      in the Offer Letter under the heading "Interest", (b) any default or delay
      by the  Borrower  in the  payment of any amount when due in respect of the
      Facility,  (c) the  occurrence or  continuance  of any Event of Default or
      Potential  Event of Default,  (d) all or part of the Loan being prepaid or
      becoming repayable, while interest is calculated on a LIBOR Basis or after
      a LIBOR Basis has been agreed in  accordance  with the  provisions  in the
      Offer Letter under the heading  "Interest" or Condition 5,  otherwise than
      on the last day of the then current Interest Period (or, while interest is
      calculated on a Maximum Rate Basis or a Minimax Rate Basis, otherwise than
      on  the  dates  and in the  amounts  required  in  accordance  with  these
      Conditions)  or (e) all or part of the  Loan  being  prepaid  or  becoming
      repayable,  while  interest is calculated on a Fixed Rate Basis or after a
      Fixed Rate Basis has been agreed in accordance  with the provisions in the
      Offer Letter under the heading  "Interest" or Condition 5,  otherwise than
      on  the  dates  and in the  amounts  required  in  accordance  with  these
      Conditions.

15.2  Losses Covered:  Without derogation from the generality of Condition 15.1,
      --------------
      the  indemnity  contained  in that  Condition  shall  extend  to any  loss
      (including loss of margin),  expense or liability sustained or incurred by
      the Bank in  liquidating  or  re-deploying  funds acquired or committed to
      make,  fund or maintain the Loan or any part of it, or in  liquidating  or
      varying  transactions  entered  into in order to match,  hedge or fund the
      Loan or any  part of it and  shall  also  extend  to  interest,  fees  and
      expenses  paid or payable by the Bank on account of any funds  borrowed in
      order to fund any unpaid amount  arising as a result of non-payment by the
      Borrower of any amount due from it hereunder.

15.3  Calculations:  In calculating  amounts  payable under  Conditions 15.1 and
      ------------
      15.2 the Bank may:

      (a) make or attempt to make arrangements from time to time such as hedging
          or swap arrangements to ensure the payment to it of all or part of the
          sums contemplated by this document or the financial equivalent;

      (b) refer from time to time to any  agreement or agreements to which it is
          a party providing for transactions which are substantially the reverse
          of or hedge or fund in whole or in part the transactions  contemplated
          herein; and

      (c) take all reasonable steps to make  arrangements to avoid,  mitigate or
          reduce the losses or the risk of losses  which would or which,  in the
          opinion of the Bank,  might  otherwise  arise from  termination of any
          such  arrangements;  and losses arising  therefrom shall be treated as
          losses  incurred as a result of the matters  referred to in Conditions
          15.1 and 15.2 after taking into account,  as far as  appropriate,  the
          discharge or reduction of the  obligations  of the Bank and other such
          factors as the Bank shall reasonably determine to be relevant.

15.4  Currency Indemnity: If, for any reason, any amount payable by the Borrower
      ------------------
      in respect of the Facility is paid or recovered in a currency  (the "other
      currency")  other  than  that in  which  it is  required  to be paid  (the
      "contractual currency"),  then, to the extent that the payment to the Bank
      (when  converted at the then  applicable  rate of exchange) falls short of
      the amount  unpaid,  the Borrower  shall,  as a separate  and  independent
      obligation,  fully  indemnify the bank on demand against the amount of the
      shortfall.  For the purposes of this  paragraph  the  expression  "rate of
      exchange"  means the rate at which the Bank is able as soon as practicable
      after  receipt to  purchase  the  contractual  currency in London with the
      other currency.

16.   Miscellaneous
      -------------

16.1  Notifications  Binding:  All notifications or  determinations  (including,
      ----------------------
      without  limitation,  any  determination  of an amount payable pursuant to
      Condition 15) given or made by the Bank shall be conclusive and binding on
      the Borrower, except in the case of manifest error.

16.2  Assignment:  The  Borrower may not assign or transfer any of its rights in
      ----------
      respect of the Facility. The Bank may assign or transfer all or any of its
      rights and/or obligations in respect of the Facility, in whole or in part,
      to any person or persons  and may  disclose  to any actual or  prospective
      assignee or transferee  (or to any other person (i) in  connection  with a
      securitisation  of all or any part of the Bank's  loan assets from time to
      time or (ii) who may otherwise enter into  contractual  relations with the
      Bank in relation  hereto) any information  relevant to the Facility in the
      Bank's  possession  relating  to  the  Borrower,   the  Parent  and  their
      respective  Subsidiaries  on  terms  that  such  recipient  is to treat in
      confidence any confidential information so disclosed to it.

16.3  Set-off:  Any sum of money  at any  time  standing  to the  credit  of the
      -------
      Borrower  with Bank in any currency  upon any account or otherwise  may be
      applied  by the  Bank,  at any time  after the  occurrence  of an Event of
      Default  (without  notice to the  Borrower),  in or towards the payment or
      discharge of any indebtedness now or subsequently owing to the Bank by the
      Borrower  and the Bank may use any such money to purchase  any currency or
      currencies required to effect such application.

16.4  Remedies:  No delay or omission on the part of the Bank in exercising  any
      --------
      right or power in  respect  of the  Facility  shall  impair  such right or
      power,  and any single or partial exercise shall not preclude any other or
      further  exercise of any such right or power or the  exercise of any other
      right or power.  The  rights  and  remedies  of the Bank in respect of the
      Facility are cumulative and not exclusive of any right or remedy  provided
      by law.

16.5  Failure  to  Agree:  The Bank  shall  not be under  any  liability  to the
      ------------------
      Borrower  in the event of any  failure  to agree a fixed  rate,  a maximum
      and/or  minimum rate or an interest  rate  management  fee pursuant to the
      provisions  on in  the  Offer  Letter  under  the  heading  "Interest"  or
      Condition 5.

<PAGE>

17.   Notices
      -------

      Every notice, request or other communication shall:

      (a) be in writing delivered personally or by prepaid first class letter or
          facsimile transmission;

      (b) be deemed  to have been  received  by the  Borrower,  in the case of a
          letter when delivered personally or 48 hours after it has been sent by
          first class post or, in the case of a facsimile  transmission,  at the
          time of transmission (provided that if the date of transmission is not
          a Business Day it shall be deemed to have been received at the opening
          of business on the next Business Day); and

      (c) be sent (i) to the  Borrower at its address  specified  overleaf;  and
          (ii) to the Bank at the branch address  specified  overleaf or to such
          other address in England as may be notified in writing by the relevant
          party to the other.

      All  communications  to the Bank shall be effective only on actual receipt
      by the Bank.

18.   Law
      ---

      This document and the agreement  constituted by the Borrower's (and, where
      applicable,  the Parent's) acceptance of this offer shall each be governed
      by and construed in accordance with English law.


<PAGE>


                             Barclays Treasury Loan
                             ----------------------

                                   Acceptance
                                   ----------

--------------------------------------------------------------------------------

THIS OFFER WILL LAPSE IF NOT ACCEPTED WITHIN ONE MONTH OF THE DATE OF THE BANK'S
SIGNATURE BELOW.  ACCEPTANCE SHALL BE SIGNIFIED BY THE BORROWER (AND THE PARENT,
WHERE NAMED IN THE OFFER  LETTER)  SIGNING  BELOW AND  RETURNING  THIS  DOCUMENT
UNAMENDED TO THE BANK AT THE BRANCH  ADDRESS SHOWN BELOW.  THE FACILITY WILL NOT
BE  AVAILABLE  FOR DRAWDOWN  UNTIL THE  REQUIREMENTS  OF  CONDITION  2.1 AND THE
PROVISIONS  IN THE OFFER LETTER UNDER THE HEADING  "CONDITIONS  PRECEDENT"  HAVE
BEEN SATISFIED.

--------------------------------------------------------------------------------

                                   SIGNATURES
Signed for on behalf of
BARCLAYS BANK PLC                    54 Lombard Street
                                     London
By                                   EC3V 9EX

Adrian John Sainsbury
Corporate Relationship Director

26th June 1998
--------------------------------------- -------------------------------------

The  Borrower,  having read all of the  *The Parent,  having read all of the
terms and  conditions of this document  terms   and   conditions   of   this
and  the  attached   further   Special  document  and the  attached  further
Conditions  (if any),  hereby  accepts  Special  Conditions (if any), hereby
the  offer set out  herein.  Where the  accepts  the  obligations  expressed
Borrower is a company,  this  document  to  be   undertaken  by  the  Parent
is to be  signed  for and on behalf of  herein.   This  document  is  to  be
the  Borrower  by a person or  persons  signed  for  and  on  behalf  of the
duly   authorised    pursuant   to   a  Parent by a person or  persons  duly
resolution    of    its    Board    of  authorised  pursuant to a resolution
Directors.  In other cases,  where the  of its Board of Directors.
Borrower comprises more than one
person, all such  persons(including 
all partners or trustees) must sign.
--------------------------------------- -------------------------------------

--------------------------------------- -------------------------------------
By                          (Signature)  By                       (Signature)
  -------------------------------------    ----------------------------------
--------------------------------------- -------------------------------------

--------------------------------------- -------------------------------------
                 (Print name and title)                (Print name and title)
--------------------------------------- -------------------------------------

--------------------------------------- -------------------------------------

                          (Signature)                             (Signature)
--------------------------------------- -------------------------------------

--------------------------------------- -------------------------------------
               (Print name and title)                  (Print name and title)
--------------------------------------- -------------------------------------

--------------------------------------- -------------------------------------
                               (Date)                                  (Date)
--------------------------------------- -------------------------------------
                                        * Bank to delete as appropriate
--------------------------------------- -------------------------------------