Date: 30 June                  1999






Grand Hotel Group Limited
as Borrower

Cygnet Ventures Limited
as Junior Creditor

The Lenders
as Lenders

Arab Bank plc
as Administrative Agent

Arab Bank plc
as Security Agent and Trustee

Arab Bank plc
as Hedge Provider




Inter-Creditor Agreement



                  Field Fisher Waterhouse 35 Vine Street London EC3N 2AA


<PAGE>



Contents


No       Heading                                                            Page
         Clauses

1.       Interpretation                                                        2
1.1      Defined Terms                                                         2
1.2      Construction of certain terms                                         9

2.       Consents                                                             10
2.1      Creditors                                                            10
2.2      Borrower                                                             10
2.3      Hedging Arrangements Charge                                          10

3.       Subordination                                                        10

4.       Undertakings of Cygnet                                               11

5.       Documentation                                                        11

6.       Undertakings of Cygnet                                               12

7.       Non-Permitted Recoveries                                             13

8.       Payments                                                             13
8.1      Payments under the Hedging Arrangements                              13
8.2      Order of Payments                                                    14
8.3      Loan Agreement and Charges Prevail                                   14

9.       Agreed Priorities and Application                                    15

10.      Retention of Property Deeds, Custody of Assets and Insurance         16
10.1     Deeds etc                                                            16
10.2     Insurance Proceeds                                                   17

11.      Unenforceability                                                     17

12.      Appointment of Receiver                                              17
12.1     Consultation                                                         17
12.2     Crystallisation                                                      19
12.3     Co-operation by Cygnet                                               19

13.      Release of Secured Assets                                            20
<PAGE>

13.1     Prior to the Enforcement Date                                        20
13.2     After the Enforcement Date                                           20

14.      Effective Security                                                   20
14.1     Creditors' Remedies                                                  20
14.2     Purchaser                                                            21

15.      Indulgence                                                           21

16.      Disclosure                                                           21

17.      Memorandum                                                           21

18.      HM Land Registry                                                     21

19.      Discharge                                                            21

20.      Assignment/Representations                                           22

21.      Waiver of Defences                                                   23

22.      Notices                                                              24

23.      Variation                                                            25

24.      Counterparts                                                         26

25.      Law and Jurisdiction                                                 26

1.       First Schedule                                                       27

2.       Second Schedule                                                      28

3.       Third Schedule                                                       29

Signatories                                                                   30



<PAGE>



THIS INTER-CREDITOR  AGREEMENT is made the 30th * day of June 1999

BETWEEN:-

(1)    GRAND HOTEL GROUP LIMITED,  as borrower under the Loan Agreement  defined
       below;

(2)    CYGNET VENTURES LIMITED;

(3)    THE LENDERS whose names are specified in the First Schedule;

(4)    ARAB BANK plc,  in its  capacity as  Administrative  Agent under the Loan
       Agreement;

(5)    ARAB  BANK  plc,  in its  capacity  as  Security  Agent  under  the  Loan
       Agreement;

(6)    ARAB BANK plc, in its capacity as party to the Hedging Arrangements; and



WHEREAS:

(A)    By the Loan  Agreement  the Lenders have agreed to make  available to the
       Borrower a loan facility of up to  (pound)10,000,000  on the terms stated
       therein.

(B)    In accordance  with the Loan Agreement the Borrower has also entered into
       an interest rate management agreement with the Hedge Provider the benefit
       of which has been  assigned  to the  Security  Agent as  trustee  for the
       Senior Creditors.

(C)    The Borrower has created security over various assets as security for the
       performance by the Borrower of its  obligations  under the Loan Agreement
       and the other Security Documents.

(D)    By the  Facility  Letter  Cygnet  has  agreed  to make  available  to the
       Borrower a loan facility of  (pound)100,000  and to provide the Indemnity
       on the terms stated therein.


--------
* Inserted in manuscript in executed Agreement


                                                                               1
<PAGE>

(E)    The  Borrower  has  issued  a Loan  Stock  Instrument  (the  "Loan  Stock
       Instrument") to  Butlin's Limited ("Butlin's") as  part consideration for
       the price  payable to Rank  under an  asset  sale  agreement  relating to
       Butlin's Provincial Hotels and the Loan Stock Instrument has been secured
       by  the issue  to  Butlin's  of a  Standby Letter of Credit (the "Standby
       Letter of Credit") by Citibank, N.A  in the maximum  principal  amount of
       (pound)10,400,000.

(F)    Mr Leech has  entered  into a facility  letter  (the  "Citibank  Facility
       Letter") in respect of the issue of the Standby Letter of Credit.

(G)    Cygnet has  undertaken by the Indemnity to indemnify Mr Leech against any
       liability incurred by Mr Leech to Citibank, N.A. pursuant to the Citibank
       Facility Letter.

(H)    Milner  has  entered  into a mortgage  of shares in respect of  5,820,000
       ordinary shares in ML Laboratories Plc (the "Milner Charge") in favour of
       Citibank,  N.A. as security  for the Standby  Letter of Credit and Cygnet
       has also  undertaken  by the  Indemnity to indemnify  Milner  against any
       liability  incurred by Milner to Citibank,  N.A. pursuant to, or any loss
       to Milner as the result of the exercise of any rights by Citibank,  N.A.,
       under the Milner Charge.

(I)    The  Borrower  has  granted  security  to  Cygnet  as  security  for  its
       obligations under the Facility Letter.

(J)    The principal  purpose of this Deed is to regulate the ranking of claims,
       the priority of security  interests and the enforcement of rights between
       the Lenders, the Hedge Provider and Cygnet.

NOW IT IS HEREBY AGREED as follows:-

1.     Interpretation

1.1    Defined Terms

       In this Deed, in addition to terms  defined in the  Recitals,  unless the
       context otherwise requires the following words and expressions shall have
       the following meanings:-

       "Administrative Agent" means   Arab   Bank   plc  in  its   capacity   as
                              administrative agent for the Lenders and the Hedge
                              Provider;


                                                                               2
<PAGE>

       "Agents"               means the  Administrative  Agent and the  Security
                              Agent,  and "Agent"  means either of them,  as the
                              context requires;

       "Borrower"             means  Grand  Hotel  Group   Limited,   a  company
                              registered  under  the Laws of  England  and Wales
                              under number  3657769 whose  registered  office is
                              situate at Derbyshire  House,  737a Wilmslow Road,
                              Didsbury, Manchester M20 6WF;

       "Charges"              means the Senior Charges and the Junior Charge;

       "Creditors"            means  the   Senior   Creditors   and  Cygnet  and
                              "Creditor" means any of them;

       "Crystallisation"      means first crystallisation of any of the floating
                              charges  contained in the Charges  whether arising
                              by  operation  of law or effected  pursuant to the
                              express  provisions  of the  relevant  Charge  and
                              "Crystallise"  and  "Crystallised"  shall  have  a
                              corresponding meaning;

       "Cygnet"               Cygnet  Ventures  Limited,  a  company  registered
                              under  the Laws of  Guernsey  under  number  35357
                              whose registered office is at National Westminster
                              House,  Le  Truchot,  St  Peter  Port,   Guernsey,
                              Channel Islands;

       "Enforcement Date"     means the earliest of:-

                              (i)  the first date on which any  Creditor (or the
                                   Security  Agent on its or their behalf in the
                                   case  of  the  Senior  Lenders)   appoints  a
                                   Receiver  of all or any part of the  property
                                   of the  Borrower  or


                                                                               3
<PAGE>

                                   takes any  other  step to enforce the Charges
                                   or any part thereof;

                              (ii) the first date on which the Borrower is wound
                                   up  voluntarily  or  ordered  to be  wound up
                                   compulsorily;

       "Facility Letter"      means the facility  letter dated 28 June 1999 from
                              Cygnet to the Borrower;

       "Hedge Provider"       means   Arab   Bank   plc  in  its   capacity   as
                              counterparty to the Hedging Arrangements;

       "Hedge Provider's      means  the   beneficial   interest  of  the  Hedge
       Security Interest"     Provider  and the Agents (in their  capacities  as
                              agents  for  the  Hedge  Provider)  in the  Senior
                              Charges;

       "Hedge Provider's      means the aggregate  amount of all monies due from
       Indebtedness"          time  to  time  to  the  Hedge  Provider  (in  its
                              capacity  as  such)  together  with  any  interest
                              accrued   due   and   payable   thereon   and  any
                              commission,  fees,  costs and expenses  payable by
                              the Borrower under the Security Documents;

       "Hedging
       Arrangements"          means   an   agreement   in   the   form   of  the
                              International  Swaps and  Derivatives  Association
                              Master Agreement (Multicurrency Cross Border) 1992
                              Edition  (the  "ISDA   Agreement")   entered  into
                              between the Hedge  Provider and the Borrower and a
                              confirmation  between the Hedge  Provider  and the
                              Borrower  and a  confirmation  between  the  Hedge
                              Provider   and   the   Borrower    evidencing   or
                              constituting on interest rate management agreement
                              under the ISDA


                                                                               4
<PAGE>

                              Agreement,   both  the  ISDA   Agreement  and  the
                              confirmation being dated 30 June * 1999;

       "Indemnity"            means the deed of indemnity  executed by Cygnet in
                              favour of Mr Leech and  Milner,  as referred to in
                              Recitals (G) (H) and (I);

       "Junior Charge"        means the debenture details of which are specified
                              in  the  Third   Schedule  and  the   assignments,
                              mortgages,  charges and other  security  interests
                              created  thereby  or  pursuant  thereto  and  made
                              between  the  Borrower  and  Cygnet  and any other
                              security  interest now or  hereafter  securing any
                              Junior  Indebtedness  including (for the avoidance
                              of  doubt)  any  fixed   charge   arising  on  the
                              Crystallisation of any charges created thereby);

       "Junior Indebtedness"  means all present and future sums, liabilities and
                              obligations  payable or owing by the  Borrower  to
                              Cygnet (whether  actual or contingent,  jointly or
                              severally  or  otherwise   howsoever)   including,
                              without  limitation,  the principal amount and all
                              other monies (including interest,  commissions and
                              fees,  legal and other costs and  expenses and any
                              payment by way of indemnity or  counter-indemnity)
                              due from time to time to Cygnet from the  Borrower
                              under the Facility Letter, and any other liability
                              or  obligation  under  or  secured  by the  Junior
                              Charge;

       "Lenders"              means the bank or banks and financial institutions
                              set out in the First  Schedule and includes  their
                              successors  in title,

--------
* Inserted in manuscript in executed Agreement


                                                                               5
<PAGE>

                              Transferees   and   assignees   under   the   Loan
                              Agreement;

       "Lenders'
       Indebtedness"          means the aggregate principal amount and all other
                              monies (including interest,  commissions and fees,
                              legal and other costs and  expenses) due from time
                              to  time to the  Agents  and  the  Lenders  by the
                              Borrower  under the Loan  Agreement  and the other
                              Security Documents;

       "Lenders' Security
       Interest"              means the  beneficial  interest of the Lenders and
                              of the Agents (in their capacity as agents for the
                              Lenders) in the Senior Charges;

       "Loan Agreement"       means  a  loan  agreement   dated  30  June*  1999
                              herewith  and made  between the  Borrower  (1) the
                              Lenders  (2)  Arab  Bank  plc in its  capacity  as
                              administrative agent for the Lenders and the Hedge
                              Provider  (3)  Arab  Bank plc in its  capacity  as
                              security   agent  and   trustee   for  the  Senior
                              Creditors (4) and Arab Bank plc in its capacity as
                              hedge provider (5);

       "Milner"               means Milner  Laboratories  Limited (Registered in
                              Jersey)  whose  registered   office  is  at  33-39
                              Columberi, St Helier, Jersey Channel Islands;

       "Mr Leech"             means Kevin Ronald  Leech of La  Vignette,  Rue la
                              Vignette, St Saviour, Jersey, Channel Islands;

       "Permitted Demand"     (a)  at any time prior to the making of any demand
                                   for the repayment of the Senior  Indebtedness
                                   pursuant to the Loan Agreement



--------
* Inserted in manuscript in executed Agreement


                                                                               6
<PAGE>

                                   and prior to the appointment of a Receiver of
                                   the  Borrower  by or on behalf of the  Senior
                                   Lenders (or any of them) or the  commencement
                                   of any liquidation or  administration  of the
                                   Borrower,  a demand upon the  Borrower  which
                                   states  that   repayment  of  the  amount  or
                                   liability demanded is subject to the terms of
                                   this Deed; and

                              (b)  at any other  time,  any demand made upon the
                                   Borrower,

                              Provided  always  that,  in each such  case,  such
                              demand is without  prejudice to the  subordination
                              of  the   Junior   Indebtedness   to  the   Senior
                              Indebtedness  herein  contained  and to the  other
                              terms of this Deed.

       "Permitted Payments"   means payments and receipts of scheduled interest,
                              commissions  and costs  payable under the Facility
                              Letter  and   principal  of  up  to (pound)100,000
                              payable  under  the  Facility  upon  expiry of the
                              period  specified  in  paragraph 3 of the Facility
                              Letter) but only so long as no Senior Indebtedness
                              is due and  unpaid  and no  Event  of  Default  or
                              Potential  Event of Default  has  occurred  and is
                              continuing unremedied under the Loan Agreement and
                              for the  avoidance of doubt no payment which is or
                              represents  (directly or indirectly) or is any way
                              attributable  to  or  liability  which  arises  in
                              connection  with or as a result of the  payment of
                              the principal amount of (pound)10,400,000  (or any
                              part  thereof)   represented  by  the  Loan  Stock
                              Instrument  and/or  the  Standby  Letter of Credit
                              shall be a Permitted Payment  notwithstanding  the
                              terms of the


                                                                               7
<PAGE>

                              Facility  Letter,  to the  intent  that no payment
                              shall be made in  respect  of the  said  principal
                              amount  of (pound)10,400,000   until  the   Senior
                              Indebtedness has been irrevocably paid in full;

       "Receiver"             means   a   receiver,    receiver   and   manager,
                              administrative  receiver,  administrator  or other
                              person  appointed  to carry out the  duties of any
                              such person;

       "Security Agent"       means Arab Bank plc in its  capacity  as  security
                              agent and trustee for the Secured Parties;

       "Security Interests"   means the Lenders' Security Interest and the Hedge
                              Provider's Security Interest;

       "Senior Charges"       means  the  legal  charges  and  debentures,   the
                              security  agreements and the other  instruments of
                              which details are specified in the Second Schedule
                              and the assignments,  mortgages, charges and other
                              security  interests  created  thereby or  pursuant
                              thereto  and made  between  the  Borrower  and the
                              Security Agent as agent and trustee for the Senior
                              Creditors and any other  security  interest now or
                              hereafter   securing   any   Senior   Indebtedness
                              including  (for the  avoidance of doubt) any fixed
                              charge  arising  on  the  Crystallisation  of  any
                              charges created thereby;

       "Senior Creditors"     means  the  Lenders,  the  Agents  and  the  Hedge
                              Provider and "Senior Creditor" means any of them;

       "Senior Indebtedness"  means  the  Lenders'  Indebtedness  and the  Hedge
                              Provider's Indebtedness.


                                                                               8
<PAGE>

1.2    Construction of certain terms

       In this Deed unless the context otherwise requires:

       (a)    terms defined in the Loan Agreement have, unless expressly defined
              in this Deed, the same meaning in this Deed;

       (b)    clause and schedule headings are for ease of reference only;

       (c)    references  to a  Clause  or  Schedule  shall  be  construed  as a
              reference to a clause hereof or schedule hereto;

       (d)    a sub-clause  shall be construed as a reference to a sub-clause of
              the clause in which such reference appears;

       (e)    a paragraph shall be construed as a paragraph of the sub-Clause in
              which such reference appears;

       (f)    any reference to any statute or regulation shall be construed as a
              reference to such statute as regulation as the same may have been,
              or may from time to time be, amended or re-enacted;;

       (g)    the singular shall include the plural and vice versa

       (h)    a  reference   to  a  person   includes   bodies   corporate   and
              unincorporate;

       (i)    a reference to this Deed, the Loan Agreement,  the Indemnity,  the
              Charges (or any of them) or any other  document shall be construed
              as a  reference  to this  Deed or,  as the  case may be,  the Loan
              Agreement or such other  document as the same may have been or may
              from time to time by, amended, supplemented or novated;

       (j)    a reference to a person  (including the parties  hereto)  includes
              its successors  and assigns and persons  deriving title through or
              under such person.  Without limitation,  a reference to the Agents
              (or either of them)  includes any  successor  appointed  under the
              Loan Agreement; and

       (k)    a  reference  in this Deed to a  creditor's  enforcing  a security
              interest include references to:



                                                                               9
<PAGE>

              (i)    its  retaining or applying in or towards the discharge of a
                     liability  of the  Borrower any amount which it receives by
                     virtue  of an  assignment  of, or other  security  interest
                     over,  an  insurance  policy  or  receivable  owned  by the
                     Borrower; and

              (ii)   taking or retaining  possession  of any moveable  property,
                     including any negotiable  instrument,  document of title or
                     other document owned by the Borrower.

2.     Consents

2.1    Creditors

       The Senior  Creditors  consent to the  execution  by the  Borrower of the
       Junior Charge and, subject to the terms of this Deed, to the existence of
       the Junior Indebtedness.

2.2    Borrower

       The Borrower  hereby agrees to the terms of this Deed and undertakes with
       the Creditors,  to observe the provisions hereof and not to do or omit to
       do  anything  which may  prejudice  or  affect  the  enforcement  of such
       provisions,  but none of the  undertakings  in this Deed are given to, or
       shall be enforceable by, the Borrower.

2.3    Hedging Arrangements Charge

       The Hedge  Provider  confirms  that  notwithstanding  the  provisions  of
       Section 7 (Transfer) of the ISDA  Agreement it consents and agrees to the
       execution  of  the  Hedging  Arrangements  Assignment  in  favour  of the
       Security Agent as agent and trustee for the Senior Lenders.

3.     Subordination

       The  rights  of  Cygnet  in  respect  of  the  Junior   Indebtedness  are
       subordinated to the Senior  Indebtedness  and accordingly  payment by the
       Borrower of any amount of the Junior  Indebtedness  (other than Permitted
       Payments) is conditional  upon the Borrower  having  irrevocably  paid in
       full all of the Senior Indebtedness.



                                                                              10
<PAGE>

4.     Undertakings of the Borrower

       So long as the Senior  Indebtedness is outstanding the Borrower will not,
       without the prior written consent of the Senior Creditors:

       (a)    secure  all or any part of the Junior  Indebtedness  other than by
              way of the Debenture specified in the Third Schedule;

       (b)    make a loan or  provide  credit  to or  acquire  any bill  bond or
              security issued by Cygnet, Mr Leech or Milner;

       (c)    redeem,   purchase  or   otherwise   acquire  any  of  the  Junior
              Indebtedness;

       (d)    save by means of Permitted Payments, repay or prepay any principal
              amount of, or pay any interest,  fees or commissions  (but without
              prejudice  to  accrual  thereof)  on,  or by  reference  to, or on
              account of the Junior Indebtedness;

       (e)    take or omit to take any action whereby the  subordination  of the
              Junior Indebtedness or any part thereof to the Senior Indebtedness
              would be terminated or impaired;

       (f)    incur any Junior Indebtedness other than under and on the terms of
              the Junior Charge and the Facility Letter and will procure that at
              all times the maximum principal amount of or contingent  liability
              in respect of the Junior  Indebtedness shall not exceed the lesser
              of  (1)  the  principal  amount  due  under  the  Facility  Letter
              aggregated  with a sum  equal to the  amount  for the  time  being
              unpaid under the Loan Stock Instrument and (2)  (pound)10,500,000,
              together with, in each case, any and all interest, costs, fees and
              expenses payable in connection therewith.

       (g)    give notice of any assignment or any other security created by the
              Junior  Charge to any other  person  and if,  notwithstanding  but
              without  prejudice to the foregoing,  any such notice is given, to
              join with the  Senior  Lenders  in  notifying  such  person of the
              priority afforded to the Senior Charges by this Deed.

5.     Documentation

       This Deed, the Facility  Letter,  and the Junior Charge and the Indemnity
       form the entire agreement as to the Junior Indebtedness.


                                                                              11
<PAGE>

       If there is any  inconsistency  between  the  terms of this  Deed and the
       terms  on  which  the  Junior  Indebtedness  was  or is  incurred  by the
       Borrower,  the terms of this Deed shall  prevail.  If there are any other
       terms relating to the Junior Indebtedness existing at the date hereof and
       not  comprised in this Deed,  the Facility  Letter the  Indemnity and the
       Junior  Charge,  such terms shall be of no further force and effect.  Any
       amendment to the Junior Charge the Facility  Letter or the Indemnity made
       or purported to be made without the consent of the Senior Creditors shall
       be void.

6.     Undertakings of Cygnet

       So long as the  Senior  Indebtedness  is  outstanding,  Cygnet  will  not
       without  the prior  written  consent of the Senior  Creditors  or save as
       expressly otherwise permitted by this Deed:

       (a)    assign or purport to assign to any person the whole or any part of
              the Junior Indebtedness;

       (b)    save in respect of Permitted  Payments,  purport to set off at any
              time any  amount of the  Junior  Indebtedness  against  any amount
              payable by Cygnet to the Borrower;

       (c)    save in respect of  Permitted  Payments or by a Permitted  Demand,
              attempt to obtain  repayment  from the Borrower or  prepayment  or
              payment on account of principal or payment of any  interest,  fees
              or commissions  (but without  prejudice to accrual thereof) on, or
              by reference to, any of the Junior Indebtedness;

       (d)    petition  for,  or vote in favour of, any  resolution  or take any
              other   action   whatsoever   for,  or  which  may  lead  to,  the
              administration, winding-up or dissolution of the Borrower;

       (e)    take or omit to take any action whereby the  subordination  of the
              Junior Indebtedness or any part thereof to the Senior Indebtedness
              would be terminated or impaired;

       (f)    permit any Junior  Indebtedness  to arise  other than under and on
              the terms of the  Facility  Letter or the  Junior  Charge and will
              procure  that at all  times  the  maximum  principal  amount of or
              contingent  liability in respect of the Junior  Indebtedness shall
              not exceed the  lesser of (1) the  principal  amount due under the


                                                                              12
<PAGE>

              Facility Letter  aggregated with a sum equal to the amount for the
              time  being  unpaid  under  the  Loan  Stock  Instrument  and  (2)
              (pound)10,500,000,  together  with,  in  each  case,  any  and all
              interest,   costs,   fees  and  expenses   payable  in  connection
              therewith;

       (g)    amend or supplement the Indemnity;

       (h)    notwithstanding  Clause 3 of the Indemnity (but without  prejudice
              to Clause 3 of this Deed and any other  provision  of this Deed by
              which  the  Junior  Indebtedness  is  subordinated  to the  Senior
              Indebtedness)  not to make any payment under the Indemnity without
              due enquiry as to whether the amount  demanded  from Cygnet  under
              the  Indemnity  relates  to a payment  which is  properly  due and
              payable under any Undertaking (as defined in the Indemnity);

       (i)    give notice of any  assignment  or other  security  created by the
              Junior  Charge to any other  person  and if,  notwithstanding  and
              without  prejudice to the  foregoing,  any such notice is given to
              join with the  Senior  Lenders  in  notifying  such  person of the
              priority afforded to the Senior Charges by this Deed.

7.     Non-Permitted Recoveries

       If, notwithstanding (and without prejudice to) Clauses 3, 4 and 6, Cygnet
       shall  receive  any  payment  from the  Borrower in respect of the Junior
       Indebtedness (save for Permitted Payments) before the Senior Indebtedness
       has been discharged in full (whether before or after the  commencement of
       any liquidation or other  insolvency or rescheduling or  restructuring of
       debts of the  Borrower)  then to the  extent  of the  outstanding  Senior
       Indebtedness Cygnet will hold any sums so received and its entitlement in
       respect thereof upon trust for the Senior Creditors and will pay the same
       to the Senior Creditors forthwith upon receipt.

8.     Payments

8.1    Payments under the Hedging Arrangements

       (a)    All payments  (after the  application of Section 2(c) (Netting) of
              the ISDA Agreement,  where applicable)  falling due from the Hedge
              Provider to the Borrower under the Hedging  Arrangements  shall be
              paid by the Hedge  Provider to the


                                                                              13
<PAGE>

              Security  Agent (or  retained in the  capacity  of Security  Agent
              where  the  Hedge  Provider  and the  Security  Agent are the same
              person)  pursuant to the Hedging  Arrangements  Charge (unless and
              until the  Hedging  Arrangements  Charge has been  released by the
              Security Agent).

       (b)    All payments  (after the  application of Section 2(c) (Netting) of
              the  ISDA  Agreement,  where  applicable)  falling  due  from  the
              Borrower  to the Hedge  Provider  under the  Hedging  Arrangements
              shall be paid by the Borrower to the Security Agent.

       (c)    The Agents shall  utilise all payments  specified in Clause 8.1(a)
              by the Security Agent paying the same to the Administrative  Agent
              and by the  Administrative  Agent utilising or  appropriating  the
              same  in or  towards  payment  of  interest  payable  on the  Loan
              pursuant to the Loan Agreement or otherwise in or towards  payment
              or discharge of the  obligations of the Borrower to the Agents and
              the Lenders under the Loan Agreement.

       (d)    Unless and until an Event of Default shall have occurred  pursuant
              to the  Loan  Agreement  the  Security  Agent  shall  utilise  all
              payments  specified  in Clause  8.1(b)  by paying  the same to the
              Hedge  Provider  (or  retaining  the same in the capacity of Hedge
              Provider  where the Security  Agent and the Hedge Provider are the
              same person) to retain for its own account.

       (e)    All the parties  hereby  irrevocably  instruct and  authorise  the
              Hedge Provider,  the Security Agent, the Administrative  Agent and
              the Borrower to effect  payments in accordance  with the foregoing
              provisions.

8.2    Order of Payments

       Unless and until an Event of Default shall have occurred  pursuant to the
       Loan Agreement  payments or utilisations  pursuant to Clause 8.1(d) shall
       be made in  priority  to  payments to or by the Agents for the account of
       the Lenders in respect of interest falling due under the Loan Agreement.

8.3    Loan Agreement and Charges Prevail



                                                                              14
<PAGE>

       Nothing  contained in this Clause 8 shall as between the Senior Creditors
       and the Borrower vary any matters agreed between the Senior Creditors and
       the Borrower and contained in the Loan Agreement or the Senior Charges.

9.     Agreed Priorities and Application

9.1    The Creditors  respectively  confirm that the details of their respective
       Charges  specified in the Second Schedule and the Third Schedule (and, in
       the case of Cygnet,  the Facility  Letter and  Indemnity)  and the copies
       thereof  provided to the other  parties to this Deed (as appended to this
       Deed) are true,  complete  and  accurate in all  respects and the Charges
       have to be best of their  knowledge  and belief not  Crystallised.  It is
       hereby agreed and declared  between the Creditors that for the purpose of
       this Deed (but not so as to prejudice or affect any rights or remedies of
       any Creditor against the Borrower), the priorities of the Charges and the
       Security  Interests  shall  rank in  point of  security  as  between  the
       Creditors so that:-

       (a)    the Senior  Charges  shall rank prior to the Junior  Charge in all
              respects; and

       (b)    the Lenders'  Security  Interest  shall in respect of the Lender's
              Indebtedness  rank in  priority to the Hedge  Provider's  Security
              Interest.

9.2    Accordingly  upon  enforcement  of each or any of the  Charges all monies
       and/or assets  received in respect  thereof by the Creditors  (or, in the
       case of the Senior Lenders,  either of the Agents on their behalf) or any
       Receiver  appointed  by or at the  request of any or all of them shall be
       applied  (after  retention  of  sufficient  monies  to  make  payment  in
       satisfaction of the costs, charges,  expenses and liabilities incurred by
       the Receiver,  including the  remuneration  of the Receiver)  first in or
       towards  satisfaction  of the  Lenders'  Indebtedness  in priority to any
       payment to the Hedge  Provider  or Cygnet or any other  person,  secondly
       (subject  only to payment  of the  Lenders'  Indebtedness)  shall be next
       applied in or towards  satisfaction of the Hedge Provider's  Indebtedness
       in  priority to any  payment to Cygnet or any other  person,  and thirdly
       (subject to payment of the Lenders' Indebtedness and the Hedge Provider's
       Indebtedness)  shall  next be  applied by payment to Cygnet in or towards
       satisfaction of the Junior Indebtedness.



                                                                              15
<PAGE>

9.3    The  priorities  set forth  above  shall rank as  provided in this Clause
       notwithstanding:-

       (a)    the  nature of the  Charges  and the  Security  Interests  and the
              respective  dates  or  times  of  their  execution,   creation  or
              registration;

       (b)    the respective  date or dates or time or times at which any of the
              Creditors  received notice of any of the Charges held by the other
              Creditors  and the  respective  date or  dates or time or times at
              which  monies  may be or have been  advanced  or  become  owing or
              payable or secured under the Charges;

       (c)    the  appointment of any  liquidator,  Receiver,  administrator  or
              similar officer in relation to the Borrower; and

       (d)    any  other  provisions  contained  in the  Charges  or  the  other
              Security Documents.

10.    Retention of Property Deeds, Custody of Assets and Insurance

10.1   Deeds etc

       (a)    The  Creditors  agree that where the  requirements  of the Charges
              conflict as to the deposit of deeds and  documents,  the  relevant
              deeds and documents,  if required to be deposited under the Senior
              Charges (or any of them),  shall be held with and  deposited  with
              the Security  Agent during the  subsistence  of the Senior Charges
              (or  any of  them)  and  such  deposit  shall  be  deemed  to be a
              sufficient  performance  of  any  obligation  of the  Borrower  to
              deposit deeds and documents under the Charges.

       (b)    For the  avoidance  of doubt and for the  purposes  of the  Senior
              Charges,  the Lenders,  the Agents and the Hedge Provider  confirm
              that the  Security  Agent is approved as a custodian of any assets
              charged to the Security Agent as agent and trustee for the Agents,
              the Lenders and the Hedge  Provider and the Security  Agent hereby
              confirms  that it holds and will hold such assets and the accounts
              to which they are credited in  accordance  with and subject to the
              Senior  Charges  and the  Lenders'  Security  Interest,  the Hedge
              Provider's  Security


                                                                              16
<PAGE>

              Interest  and  this  Deed.  Forthwith  upon any  discharge  of the
              Lenders'  Security  Interest  in respect of any such  property  or
              assets  the  Security  Agent  will  unless  and  until   otherwise
              instructed  by the Hedge  Provider  hold such assets for the Hedge
              Provider in accordance with the Senior Charges.

10.2   Insurance Proceeds

       In the event of any monies being received prior to the  Enforcement  Date
       under any insurance  covering any of the property or assets charged under
       the Charges such monies  shall  (subject to the rights of any landlord or
       the holder of any prior  encumbrance  or the obligation to any tenant) be
       applied in  replacing,  restoring or  reinstating  the property or assets
       destroyed,  damaged or lost unless the Majority  Lenders shall  otherwise
       direct in writing.

11.    Unenforceability

       If any of the Charges  shall be released or be or become wholly or partly
       invalid or  unenforceable  the  Creditor in whose  favour such Charges is
       given shall itself bear the loss  resulting  and shall not be entitled to
       share in moneys  derived  from the assets over which it has no  effective
       security but the Creditors shall not themselves challenge or question the
       validity or enforceability of the Charges.

12.    Appointment of Receiver

12.1   Consultation

       If any  Senior  Creditor  wishes  pursuant  to the  powers in the  Senior
       Charges to appoint a Receiver of the Borrower or to exercise its power of
       sale under or otherwise  enforce any of the Senior  Charges or wishes the
       Security Agent to do so it shall forthwith inform the other Creditors and
       endeavour  to agree with them on the method by which the Charges  will be
       enforced.  In such event the Creditors shall consult together with a view
       to agreeing upon the method of enforcement and where  appropriate  upon a
       suitable  person  or  persons  to be  appointed  as  Receiver  (and  such
       consultation  and  agreement  shall also  precede the removal of any such
       agreed Receiver and any appointment of a successor) and shall  co-operate
       with each other in ensuring that the net proceeds after  deduction of the
       expenses of  realisation  are paid in accordance  with the  provisions of
       this Deed provided that



                                                                              17
<PAGE>

       (a)    nothing  herein  contained  shall  prevent  the  Lenders,  or  the
              Security   Agent  (but  not  the  Hedge  Provider  or  Cygnet)  so
              appointing  a Receiver  of the  Borrower  forthwith  without  such
              consultation or agreement where the appointor  reasonably believes
              that the  immediate  appointment  of a Receiver  is  necessary  to
              protect its interests (or in the case of the Security  Agent,  the
              interests  of  the  Senior  Creditors  or  any of  them)  but  the
              appointor shall as soon as practicable thereafter inform the other
              Creditors of such appointment and consult with the other Creditors
              with a view to the retention in office of such Receiver or (if not
              agreed) to the removal of such Receiver and the  appointment  of a
              successor;

       (b)    in case of dispute  between  the  Majority  Lenders  and the other
              Creditors or any of them the Majority Lenders shall be entitled to
              determine  whether or not a Receiver is  appointed  and whether or
              not any power of sale is  exercised  or the  security is otherwise
              enforced and the Hedge Provider shall not be entitled to appoint a
              Receiver or to otherwise  enforce the Charges  without the consent
              of the Majority Lenders;

       (c)    no action  taken by the  Senior  Creditors  or any of them or by a
              Receiver  appointed by any of them shall be invalid or ineffectual
              because of any failure to consult in accordance with this Clause;

       (d)    for the avoidance of all doubt, until the Senior  Indebtedness has
              been  irrevocably  paid in full Cygnet shall not without the prior
              written  specific  consent of the Senior  Creditors be entitled to
              take any step to enforce the Junior Indebtedness  (including,  but
              without  limitation,  by the  exercise  of its power of sale or by
              appointing a Receiver),  nor to serve on the Borrower a demand for
              payment of or an account of any Junior  Indebtedness (other than a
              Permitted   Demand),   nor  make  any  direction  or   requirement
              whatsoever  under  Clause 6 of the Junior  Charge and in favour of
              the  Senior  Creditors  but not the  Borrower  hereby  waives  the
              requirement  under that  clause for  payment of Charged  Debts (as
              defined in the Junior  Charge)  into a  particular  account to the
              extent  inconsistent  with the terms of the Senior  Charges or any
              agreement  or  arrangement  from time to time between the Borrower
              and the Security Agent.



                                                                              18
<PAGE>

12.2   Crystallisation

       Each Creditor hereby covenants with each of the other Creditors to notify
       each  of  them  forthwith  in  writing  after  it  becomes  aware  of the
       Crystallisation of any charge contained in its Charges.  Cygnet covenants
       with  the  Senior  Creditors  (while  any  Senior  Indebtedness   remains
       outstanding) not without the prior written specific consent of the Senior
       Creditors to take any step  (whether  under Clause 7 of the Junior Charge
       or  otherwise)  which  would or might  Crystallise  the  floating  charge
       created  under the terms of the Junior  Charge  provided that this Clause
       12.2 shall not prevent Cygnet serving a Permitted Demand on the Borrower.

12.3   Co-operation by Cygnet

       (a)    Cygnet shall co-operate with the Senior Creditors in realising the
              assets  charged  to them under the  Senior  Charges  or  otherwise
              exercising their Security Interests and shall execute any deeds or
              documents and take any steps which the Senior  Creditors or any of
              them  may  reasonably  request  for the  purpose  of  enabling  or
              facilitating  any exercise by the Senior  Creditors or any of them
              or by any  Receiver  appointed  by or on their  behalf,  of any of
              their or his powers under the Senior Charges or the general law or
              for  any  similar  or  related  purpose  including,   but  without
              limitation,  any deed or  document  which the  Senior  Lender  may
              request  for  the  purpose  of  ensuring  that  (or  avoiding  any
              uncertainty  that) a person who is to acquire an asset  covered by
              the Senior Charges upon any exercise of the security  conferred by
              the Senior  Charges  (whether by sale by the Security  Agent,  any
              Receiver or otherwise)  will acquire good title to such asset free
              from  the  Junior  Charge.   Without  limitation,   Cygnet  hereby
              irrevocably  consents  to the sale of the  assets  charged  by the
              Senior Charges by the Security Agent or by any Receiver  appointed
              by the Security  Agent or any other Senior  Lender for the purpose
              of any  restriction  or other entry which may be made on the title
              to any of the said  assets at HM Land  Registry  and by which such
              consent is required.

       (b)    Cygnet  irrevocably  and by way of security  appoints the Security
              Agent  as its  attorney  and on its  behalf  and in its  name  (or
              otherwise)  to execute  any deeds or  documents  or take any other
              steps which it is obliged to execute or take under sub-clause (a).



                                                                              19
<PAGE>

13.    Release of Secured Assets

13.1   Prior to the Enforcement Date

       If at any time prior to the Enforcement Date the Loan or any part thereof
       is  irrevocably  and  unconditionally  repaid or  prepaid in whole and in
       accordance  with and subject to the terms of the Loan  Agreement and upon
       such  repayment and in accordance  with such terms the Lender's  Security
       Interest (or any part of it) is to be released  the Agents,  the Lenders,
       and the Hedge  Provider  will release the Senior  Charges  subject to and
       conditionally upon:

       (a)    the Borrower  paying to the Hedge Provider any amount which may be
              payable  pursuant to Clause 17 of the Loan Agreement in respect of
              such prepayment;

       (b)    the rights (if any) of the Hedge  Provider in accordance  with the
              terms of this Deed in the  proceeds of any sale or other  disposal
              of the Secured  Assets  being  preserved  to the Hedge  Provider's
              reasonable  satisfaction  following such prepayment if the Hedging
              Arrangements then remain in effect; and

       (c)    no Event of Default having then occurred.

13.2   After the Enforcement Date

       If at  any  time  after  the  Enforcement  Date  any  such  repayment  or
       prepayment  shall occur as is  contemplated in Clause 13.1 and the amount
       realised from the enforcement of the Charges is insufficient to discharge
       in full the Lender's Indebtedness and the Hedge Provider's  Indebtedness,
       the  release  by  the  Hedge   Provider  shall  not  be  subject  to  the
       satisfaction  of the  condition  specified in Clause 13.1 above,  and the
       Hedge  Provider  shall be obliged to release the Secured Assets to enable
       the same to be realised.

14.    Effective Security

14.1   Creditors' Remedies

       No provision contained in this Deed shall as between the Borrower and any
       Creditor affect or prejudice any rights or remedies of any Creditor under
       the  Charges  which  shall  remain in full force and effect as  effective
       continuing  securities for all moneys obligations and


                                                                              20
<PAGE>

       liabilities therein mentioned subject only to the ranking of the Security
       Interests and the Charges as herein provided.

14.2   Purchaser

       No purchaser  dealing with any Senior Creditor or any Receiver  appointed
       by any Senior  Creditor shall be concerned in any way with the provisions
       of this Deed but shall  assume that the  Creditors  or any such  Receiver
       acting on behalf of them as the case may be are acting in accordance with
       the provisions of this Deed.

15.    Indulgence

       Each Creditor  shall (subject in the case of Cygnet to Clauses 3,4 and 6)
       be  entitled  until the date upon which a Receiver is  appointed  without
       reference  to the  others  to grant  time or  indulgence  and to  release
       compound or otherwise  deal with or receive moneys from any person liable
       or to deal with  exchange  release  modify or abstain from  perfecting or
       enforcing  any of the rights which it may now or  hereafter  have against
       the Borrower or otherwise without prejudicing its rights under this Deed.

16.    Disclosure

       The  Creditors  shall be at liberty from time to time to disclose to each
       other  information  concerning the affairs of the Borrower in such manner
       and to such extent as they shall from time to time desire.

17.    Memorandum

       Each  Creditor  agrees  to  endorse  a  Memorandum  of this Deed upon the
       Charges  and  acknowledges  the right of each of the other  Creditors  to
       production and to delivery of a copy of the same.

18.    HM Land Registry

       The parties to this Deed  hereby  apply to the  Registrar  to note in the
       appropriate manner at HM Land Registry the priority  arrangements  agreed
       in this Deed in so far as the same affect any  registered  land comprised
       in the  Charges  where an entry  relating to the Charges has been made on
       the register in accordance with the terms of this Deed.

19.    Discharge



                                                                              21
<PAGE>

       This Deed shall  cease to have effect as regards  any  Creditor  when the
       Security  Interest under the Charge or Charges (as the case may be) which
       have been created in its respective favour is/are finally  discharged but
       shall remain in full force and effect until such time.

20.    Assignment/Representations

       (a)    Each Creditor covenants with each of the other Creditors not (save
              as  permitted in this Clause) to assign or transfer the benefit of
              its Charges  unless the  assignee or  transferee  first  agrees in
              writing with the Creditor  transferring its interest and the other
              Creditors  to be bound by the  provisions  of this Deed  including
              this  provision.  This  provision  shall  apply to each and  every
              successive  assignment  or transfer.  For the  avoidance of doubt,
              notwithstanding  the  foregoing,  there shall be no restriction on
              the  ability  of  the  Lenders  assigning  or  transferring  their
              interests  under the Loan Agreement and the Security  Documents in
              accordance with their respective terms.

       (b)    Cygnet shall not effect any such  transfer  without the consent of
              the Majority Lenders.

       (c)    Cygnet warrants and represents to the Senior Creditors that:

              (i)    this Deed is binding on it in all respects;

              (ii)   this Deed is within its power and has been duly authorised;
                     and

              (iii)  this  Deed  does not and will not  breach  any  instrument,
                     agreement or  undertaking  or violate any  applicable  law,
                     rule or regulation;

              (iv)   all  consents and  authorisations  necessary in relation to
                     this Deed have been obtained and are in force;

              (v)    during the three months before the date of this Deed Cygnet
                     has not  entered  into any  arrangement  which  would  have
                     contravened this Deed if it had been entered into after the
                     date of this Deed; and



                                                                              22
<PAGE>

              (vi)   it is at the date of this Deed, and will remain at the date
                     of  any  transfer   referred  to  in  sub-clause   (b)  the
                     registered  holder of not less than 85% of the issued share
                     capital in the Borrower.

       (d)    Cygnet  and  the  Borrower  jointly  and  severally   warrant  and
              represent to the Senior Lenders that:

              (i)    the Borrower has not given any form of security to Mr Leech
                     or  Milner  which  secures  any   obligation  or  liability
                     (present or future,  actual or  contingent,  given alone or
                     jointly)  of Mr  Leech  or  Milner  to  Citibank,  N.A.  in
                     relation  to the  Standby  Letter  of  Credit,  other  than
                     insofar as the Junior Charge secures  obligations  given by
                     Cygnet under the Indemnity; and

              (ii)   the  Borrower has no  obligation  or liability to Citibank,
                     N.A. (present or future, actual or contingent,  given alone
                     or jointly,  express or implied) in relation to the Standby
                     Letter of Credit.

       (e)    References  in this Clause to the  transfer or  assignment  of the
              benefit  of a Charge  include  any  declaration  of  trust  and an
              equitable charge.

21.    Waiver of Defences

       The  subordination  effected by this Deed and the  obligations  of Cygnet
       hereunder  shall not be  affected by any act,  omission or  circumstances
       which,  but for this  provision,  might  operate to release or  otherwise
       exonerate   Cygnet  from  its   obligations   hereunder  or  affect  such
       obligations  including,  without limitation,  and whether or not known to
       Cygnet or the Senior Creditors:

       (a)    any time or indulgence granted to or composition with the Borrower
              or any other person; or

       (b)    the taking,  variation (no matter how  fundamental  or expensive),
              compromise, renewal or release of or refusal to effect or enforce,
              any  rights,  remedies  or  securities  against  or granted by the
              Borrower or any other person; or



                                                                              23
<PAGE>

       (c)    any legal limitation,  disability or other circumstances  relating
              to the  Borrower or to any other  person or any  amendment  to, or
              variation  of the terms of the Loan  Agreement  or other  Security
              Documents or any other document or security.

22.    Notices

       Except as otherwise provided in this Deed

       (a)    each  communication  to be made hereunder shall be made in writing
              and shall be served by sending  the same by  pre-paid  first class
              post or telex or facsimile  transmission  to the  addressed to the
              party to be served or notified as follows

              (i)    to the  Administrative  Agent or the Security  Agent or the
                     Hedge  Provider or Arab Bank plc in its  capacity as Lender
                     at PO Box 138, 15 Moorgate,  London EC2R 6LP marked for the
                     attention of the Credit Department (fax no. 0171 600 7620);

              (ii)   to Irish  Nationwide  Building  Society at 252  Westminster
                     Bridge  Road,  London SE1 7PD marked for the  attention  of
                     Gary McCollum (fax no. __________________);

              (iii)  to  the  Borrower  at  6  Leylands  Park,   Colden  Common,
                     Winchester,  Hampshire  marked for the  attention of Philip
                     Mason (fax no. 01703  696088) and copied to Richard Saleh &
                     Co at  Derbyshire  House,  737a  Wilmslow  Road,  Didsbury,
                     Manchester  M20 6WF  marked for the  attention  of Mr Saleh
                     (fax no 0161 434 9212);

              (iv)   to Cygnet at National  Westminster  House,  Le Truchot,  St
                     Peter  Port,  Guernsey,  Channel  Islands  marked  for  the
                     attention of Neil Crocker (fax no. 01481 728493) and copied
                     to Richard  Saleh & Co at Derbyshire  House,  737a Wilmslow
                     Road, Didsbury, Manchester M20 6WF marked for the attention
                     of Mr Saleh (fax no. 0161 434 9212).

       (b)    any notice sent by post as provided in this clause before the last
              scheduled collection of letters from the place of posting shall be
              deemed to have been served on the next succeeding business day (or
              on the third succeeding  business day in the case of a letter sent
              to or from the Channel  Islands) and in


                                                                              24
<PAGE>

              proving  the  service of the same it will be  sufficient  to prove
              that the relevant letter was properly stamped addressed and placed
              in the  post.  Any  notice  sent by  telex or  facsimile  and duly
              despatched to a current telex number with confirmed  answerback or
              facsimile  number of the addressee  shall be deemed to be received
              at the time of despatch if such time is during business hours on a
              business  day but shall  otherwise be deemed to be received at the
              opening of business on the next following business day.

       (c)    Cygnet irrevocably  appoints Mr Richard Saleh of Derbyshire House,
              737a Wilmslow Road,  Didsbury,  Manchester M20 6WF to receive, for
              and on its behalf,  service of process in  proceedings in England.
              Such service shall be deemed  completed on delivery to the process
              agent  (whether or not it is forwarded to and received by Mr Leech
              or Cygnet).  If for any reason  either the process agent ceases to
              be able to act as such or no  longer  has an  address  in  England
              Cygnet  irrevocably  agrees to appoint a substitute  process agent
              acceptable  to the Senior  Creditors  and to deliver to the Senior
              Creditors (such acceptance not to be unreasonably withheld) a copy
              of the new agent's  acceptance of that appointment  within fifteen
              days.

23.    Variation

23.1   No variation to this Deed is effective for any purpose unless it has been
       specifically agreed to in writing by the Senior Creditors.

23.2   The Senior Creditors do not need:

       (a)    the  consent  of Cygnet to effect a  variation  of this Deed which
              alters only the obligations of the Borrower and the  corresponding
              rights of the Senior Creditors or any of them;

       (b)    the  Borrower's  consent to effect a variation  of this Deed which
              alters only the obligations of Cygnet and the corresponding rights
              of the Senior Creditors or any of them.



                                                                              25
<PAGE>

24.    Counterparts

       This  Deed may be  executed  in any  number  of  counterparts  and by the
       different  parties  on  equivalent  counterparts  and each  shall when so
       executed be deemed an original

25.    Law and Jurisdiction

       This  Deed  shall  be  governed  by  and  construed  in all  respects  in
       accordance  with  English  law,  and the  parties  hereby  submit  to the
       non-exclusive jurisdiction of the English Courts.

       Nothing herein  contained shall restrict the right of any party hereto to
       initiate proceedings in any other jurisdiction.

EXECUTED as a Deed and  delivered  on the date stated at the  beginning  of this
document




                                                                              26
<PAGE>


1.     First Schedule


The Lenders at the date of this Deed:

       Arab Bank plc
       Irish Nationwide Building Society






                                                                              27
<PAGE>


2.     Second Schedule

Senior Charges

       Document

       Debenture
       Key-Man Charge
       Hedging Arrangements Charge




each being  dated the same date as this Deed and made  between  the Grand  Hotel
Group Limited (1) and Arab Bank plc as security agent and trustee for the Senior
Creditors (2)



                                                                              28
<PAGE>

3.     Third Schedule

Junior Charge



Date                 Document              Parties

30 June 1999*        Debenture             Grand  Hotel   Group   Limited  (1)
                                           Cygnet Ventures Limited (2)

--------
* Inserted in manuscript in executed Agreement


                                                                              29
<PAGE>


Signatories

The Borrower


                                                                              30
<PAGE>

Signed as a deed by
GRAND HOTEL GROUP LIMITED
acting by a director and
its secretary (or two directors)

Director....................Philip Mason

Secretary/Director..........Stephen Last


Cygnet

Signed  as a deed by  RICHARD  SALEH  as
attorney  for and in the name of  CYGNET
VENTURES   LIMITED   under  a  Power  of               Richard  Saleh
Attorney  dated  22 June 1999 in the
presence of:-

Signature of witness:.....AJ Pendlesbury

Name:.....................AJ Pendlesbury
Address:737a  Wilmslow  Road,  Didsbury,
Manchester, M20 6WE


The Lenders

Signed as a deed by FREDERICK STONEHOUSE
as attorney  for and in the name of ARAB
BANK  plc  under  a Power  of Attorney                 Frederick Stonehouse
dated 15th  August 1998 in the presence of:-

Signature of witness:....Stuart McIntyre

Name:....................Stuart McIntyre
Address:.......15 Moorgate, London, EC2R
6LP (Banker)


                                                                              31
<PAGE>


Executed  as a deed by IRISH  NATIONWIDE
BUILDING   SOCIETY  by  its   authorised               Stan Purcell
signatories


The Administrative Agent

Signed as a deed by FREDERICK STONEHOUSE
as attorney  for and in the name of ARAB
BANK  plc  under  a Power  of  Attorney                Frederick Stonehouse
dated 15th  August 1998 in the presence
of:-

Signature of witness: ...Stuart McIntyre

Name: ...................Stuart McIntyre
Address:  15 Moorgate,  London, EC2R 6LP
(Banker)


The Security Agent

Signed as a deed by FREDERICK STONEHOUSE
as attorney  for and in the name of ARAB
BANK  plc  under  a Power  of Attorney                 Frederick Stonehouse
dated 15th  August 1998 in the presence
of:-

Signature of witness:....Stuart McIntyre

Name: ...................Stuart McIntyre
Address:  15 Moorgate,  London, EC2R 6LP
(Banker)



                                                                              32
<PAGE>

The Hedge Provider

Signed as a deed by FREDERICK STONEHOUSE
as attorney  for and in the name of ARAB
BANK  plc  under  a Power  of Attorney                 Frederick Stonehouse
dated 15th  August 1998 in the presence
of:-

Signature of witness: ...Stuart McIntyre

Name: ...................Stuart McIntyre

Address:  15 Moorgate,  London, EC2R 6LP
(Banker)



                                                                              33