Exhibit 10.18

               AMENDED AND RESTATED SENIOR DEBT FACILITY AGREEMENT

OPERATIVE PROVISIONS:

1        DEFINITIONS AND INTERPRETATION
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DEFINITIONS

     1.1  The following definitions apply unless the context requires otherwise.

          ABN means American Banknote Corporation incorporated in Delaware of
          410 Park Avenue, Suite 910, New York, New York.

          ABNAH means American Banknote Australasia Holdings Inc., incorporated
          in Delaware of 410 Park Avenue, Suite 910, New York, New YORK.

          ABP means American Banknote Pacific Pty Limited (ABN 19 072 977 265).

          ACCOUNTS means profit and loss accounts, balance sheets and cash flow
          statements together with any statements, reports (including, without
          limitation, any directors' and auditors' reports) and notes attached
          to or intended to be read with any of them.

          AGENT means Chase Securities Australia Limited (ABN 52 002 888 011)

          AMENDING AND RESTATEMENT DEED means the deed entitled "Amending and
          Restatement Deed (Senior Debt Facility)" dated 26 June 2001 between
          the Borrower, the Participants, the Agent.

          AMENDMENT DATE means the date of execution of the Amending and
          Restatement Deed.

          ASSOCIATE in relation to an entity means:

          (a)  a Related Corporation of that entity;

          (b)  an entity, or the trustee or manager of a trust, which has a
               Controlling Interest in that entity, or a Related Corporation of
               that entity;

          (c)  a Related Corporation of an entity included in paragraph (b) or
               (e);

          (d)  an executive director of that entity or an entity included in
               paragraph (a), (b) or (c) or of the manager or of the trustee of
               any trust included in paragraph (a), (b) or (c) or a spouse,
               child, parent or sibling of that director;

          (e)  a corporation, or the trustee or manager of a trust, in which one
               or more entity or person mentioned in paragraph (a), (b), (c),
               (d), (e), (f) or (g) alone or together has a Controlling
               Interest;

          (f)  the trustee of a discretionary trust of which an entity or person
               included in paragraph (a), (b), (c), (d), (e) or (g) is a
               beneficiary (whether or not through one or more other
               discretionary trusts); or

          (g)  an entity of which an executive director of that entity or a
               Related Corporation of that entity is also a director.

          For the purposes of this definition:

          (i)  where a person is a beneficiary of a discretionary trust, that
               person will be taken to own, and control, all the assets of that
               trust;

          (ii) DIRECTOR has the meaning given in the Corporations Law; and

          (iii) a person has a CONTROLLING INTEREST in a corporation or trust
                if:

               (A)  the corporation or its directors, or the trustee or manager
                    of the trust or its directors, are accustomed, or under an
                    obligation, whether formal or informal, to act in accordance
                    with the directions, instructions or wishes of that person
                    or of that person in concert with others; or

               (B)  the person has a relevant interest (as defined in the
                    Corporations Law) in more than 51% of the issued or voting
                    shares, units or other interests in the corporation or trust
                    (in number, voting power or value), or would have that
                    relevant interest if any rights were exercised to subscribe
                    for, or acquire or convert into, shares, units or other
                    interests which are issued or unissued. The definition of
                    relevant interest applies as if units or other interests
                    were shares.

          AUTHORISATION includes:

          (a)  any consent, authorisation, registration, filing, lodgement,
               agreement, notarisation, certificate, permission, licence,
               approval, authority or exemption from, by or with a Governmental
               Agency; or

          (b)  in relation to anything which will be fully or partly prohibited
               or restricted by law if a Governmental Agency intervenes or acts
               in any way within a specified period after lodgement, filing,
               registration or notification, the expiry of that period without
               intervention or action.

          AUTHORISED OFFICER means:

          (a)  in respect of the Borrower or any Guarantor, any director or
               secretary, or any person from time to time nominated as an
               Authorised Officer by the Borrower or the relevant Guarantor by a
               notice to the Agent accompanied by certified copies of signatures
               of all new persons so appointed; and

          (b)  in respect of the Agent or a Participant, any person whose title
               or acting title includes the word MANAGER or PRESIDENT or cognate
               expressions, or any secretary or director.

          AVAILABILITY PERIOD means for a Facility, the period commencing on the
          date of this agreement and expiring on the Final Maturity Date or, if
          earlier, the date on which the Commitment for a Facility is cancelled.

          BENEFICIARY means the beneficiary of a Letter of Credit.

          BILL means a BILL OF EXCHANGE as defined in the Bills of Exchange Act
          1909.

          BORROWER means ABN Australasia Limited (ABN 42 072 664 692).

          BUSINESS means the security printing business carried on at the date
          of this Agreement by the Group, as it may develop or be expanded from
          time to time. It includes, without limitation:

          (a)  the manufacture and supply of personalised cheques and cheque
               books, deposit books, bank cheques, passports, medical and other
               forms, postal money orders and bearer securities;

          (b)  the provision of electronic printing services including for
               cheque and credit card statements, car registrations,
               superannuation statements and council rate notices;

          (c)  the manufacture and supply of plastic transaction cards,
               telephone cards, plastic promotional and membership cards,
               "smart" or "chip" cards and photographic driver's and firearm's
               licences;

          (d)  the provision of bureau personalisation services, encoding and
               barcoding services;

          (e)  the sale and/or maintenance of photographic, personalisation and
               encoding equipment; and

          (f)  anything developed from or substantially similar to the above.

          BUSINESS DAY means a weekday on which banks are open in Sydney,
          Melbourne, Singapore and Paris, France.

          CASH ADVANCE COMMITMENT means, in relation to a Participant, the
          amount opposite that Participant's name in Column 2 of Part A of
          schedule 2, as reduced or cancelled under this Agreement.

          CASH ADVANCE FACILITY means the Facility provided under clause 9.

          CASH ADVANCE UNDRAWN COMMITMENT means a Participant's Cash Advance
          Commitment less the total principal amount of its Share of all
          outstanding Segments of the Cash Advance Facility.

          CASH FLOW PROJECTIONS means the cash flow projections provided to the
          Agent under clause 3.3 of the Amending and Restatement Deed.

          CHARGE means any charge, debenture or other Security Interest given by
          the Borrower or a Guarantor to secure the Secured Moneys (including
          without limitation the Debenture Trust Deed and any Satisfactory
          Charge).

          COLLATERAL SECURITY means any Security Interest, Guarantee or other
          document or agreement at any time created or entered into as security
          for any Secured Moneys.

          COMMITMENT in relation to a Participant means:

          (a)  in relation to the Cash Advance Facility, its Cash Advance
               Commitment; and

          (b)  in relation to the LC Facility, its LC Commitment.

          DEBENTURE TRUST DEED means the Debenture Trust Deed dated 3 June 1996
          between, among others, the Borrower and each Guarantor.

          DERIVATIVE CONTRACT means an agreement, contract or arrangement the
          value of which depends on or derives from the value of an underlying
          asset, currency, reference rate or index (whether over-the-counter or
          exchange traded) and includes a futures contract, interest rate swap
          contract, currency swap contract, forward foreign exchange rate
          contract, forward interest rate contact, interest rate and currency
          option and cap, collar and floor transaction entered into by a Group
          Member in good faith on normal commercial terms at arm's length in the
          ordinary course of business with an Indemnified Party.

          DEBT SERVICE means, for any period, Interest Expense under this
          Agreement paid or payable in cash plus Principal Outstanding paid or
          payable under clause 7 during that period.

          DISTRIBUTION means, in relation to a company, any payment or
          distribution of any money or other assets to a shareholder of the
          company or an Associate of the company or that shareholder, including
          without limitation:

          (a)  any dividend or other distribution, whether of a capital or
               revenue nature, to a company's shareholders or stockholders,
               partners or members as such;

          (b)  any application or distribution of any property or assets to
               purchase, redeem or otherwise retire any shares or stock in a
               company;

          (c)  any reduction (followed by any distribution) of a company's
               capital;

          (d)  any payment or exchange of property or assets for property,
               assets or services for a consideration which (independently
               valued) exceeds the fair market value of the property, assets or
               services acquired, or any gift;

          (e)  any management fee (however called);

          (f)  any interest or principal under a loan;

          (g)  any transfer or settlement or setting aside of property or assets
               to meet or effect any other Distribution mentioned above; and

          (h)  any payments under a guarantee in respect of a shareholder,

          but does not include:

               (i)  any director's fee determined at market rates;

               (ii) any distribution required or permitted under the Cash
                    Advance Facility or the LC Facility;

              (iii) any reasonable entertainment, travel and other
                    out-of-pocket expenses of officers or managers of such
                    shareholder or Associate incurred in connection with any
                    Group Member;

               (iv) the premium for, or other amounts incurred in relation to,
                    any insurance taken out by that shareholder or Associate for
                    the benefit of any Group Member (whether for that Group
                    Member alone or for that Group Member and any other person);
                    and

               (v)  any payment or exchange of property or assets for property,
                    assets or services for a consideration which (independently
                    valued) is equal to or less than the fair market value of
                    the property, assets or services acquired.

          DRAWDOWN DATE means the date on which any accommodation under this
          Agreement is or is to be drawn.

          DRAWDOWN NOTICE means a notice under clause 5.

          EBITDA means, in respect of any period, the amount shown by the
          Accounts for that period as revenue less:

          (a)  all corporate overheads; and

          (b)  all operating expenses (including cost of goods sold), other than
               Interest Expense, provision for Tax, depreciation, amortisation,
               other non-cash charges, extraordinary abnormal non-recurring
               gains or losses and gains or losses from the sale of assets (to
               the extent included in operating expenses),

          of the Group on a consolidated basis.

          ENVIRONMENTAL LAW means a provision of a law or a law, which relates
          to an aspect of the environment or health.

          EVENT OF DEFAULT has the meaning in clause 16.1.

          EXCESS CASH FLOW means, for a period, EBITDA (adjusted for working
          capital movements) less the aggregate of all capital expenditure
          approved by the Agent in accordance with clause 15.1(v), reductions in
          the Principal Outstanding made in conjunction with an equivalent
          cancellation of Commitments and Debt Service.

          EXCLUDED TAX means:

          (a)  any Tax imposed by a jurisdiction (other than Australia or any
               political subdivision or Taxing authority of or in Australia)
               solely as a consequence of any Indemnified Party being organised
               or doing business in that jurisdiction;

          (b)  any Tax imposed on the net income or revenues of an Indemnified
               Party:

               (i)  by any jurisdiction outside Australia; or

               (ii) by Australia or any political subdivision or Taxing
                    authority of or in Australia as a consequence of any
                    Indemnified Party being or becoming a "resident" of
                    Australia or carrying on business in Australia through a
                    "permanent establishment" in Australia (as those terms are
                    defined in the Income Tax Assessment Act 1936 or any
                    relevant statutory concept which replaces or is in addition
                    to those concepts); and

          (c)  any withholding tax imposed by Australia or any political
               subdivision or Taxing authority of or in Australia on any payment
               made or to be made by or on behalf of the Borrower (including
               without limitation payment by the Agent) to or income derived by
               an Indemnified Party who is a non-resident of Australia or who is
               a resident of Australia deriving the income or payment through an
               overseas branch.

          FACILITY means the Cash Advance Facility and the LC Facility.

          FINAL MATURITY DATE means, for each Facility, the date which is the
          third anniversary of the Amendment Date.

          FINANCIAL INDEBTEDNESS means any indebtedness, present or future,
          actual or contingent in respect of moneys borrowed or raised or any
          financial accommodation whatever. Without limitation, it includes:

          (a)  indebtedness under or in respect of a negotiable or other
               financial instrument, Guarantee, redeemable share, share the
               subject of a Guarantee, discounting arrangement, hire purchase,
               deferred purchase price (for more than 90 days) of an asset or
               service or an obligation to deliver goods or other property or
               provide services paid for in advance by a financier or in
               relation to another other financing transaction; and

          (b)  the mark to market exposure under any interest, gold or currency
               exchange, hedge or arrangement of any kind,

          but does not include any off balance sheet operating Lease or any
          payment by a trade customer in advance of delivery of goods or
          services on ordinary commercial terms.

          FOUR ZERO BASED PROJECTS means the projects identified as such in the
          report from Ferrier Hodgson dated 22 January 2001.

          FUNDING PERIOD means, in relation to a Segment of the Cash Advance
          Facility, a period for the fixing of interest rates for the Segment.

          In each case the period commences on the Drawdown Date of the Segment
          or the last day of the preceding Funding Period of the Segment (as
          appropriate) and has a duration selected under clause 6.

          GOVERNMENTAL AGENCY means any government or any governmental,
          semi-governmental or judicial entity or authority. It also includes
          any self-regulatory organisation established under statute or any
          stock exchange.

          GROUP means the Borrower and its Subsidiaries.

          GROUP MEMBER means each company which is a member of the Group.

          GUARANTEE means any guarantee, indemnity, letter of credit, legally
          binding letter of comfort or suretyship, or any other legally binding
          obligation or irrevocable offer (whatever called and of whatever
          nature):

          (a)  to pay or to purchase;

          (b)  to provide funds (whether by the advance of money, the purchase
               of or subscription for shares or other securities, the purchase
               of assets, rights or services, or otherwise) for the payment or
               discharge of;

          (c)  to indemnify against the consequences of default in the payment
               of; or

          (d)  to be responsible otherwise for,

          an obligation or indebtedness of another person, a dividend,
          distribution, capital or premium on shares, stock or other interests,
          or the insolvency or financial condition in each case of another
          person.

          GUARANTOR means each person so described in Schedule 1 and any new
          guarantor under clause 33 and, if there is more than one, means each
          of them individually and every two or more of them jointly.

          GUARANTOR ACCESSION DEED means a deed substantially in the form of
          annexure B.

          HOLDING SUBSIDIARY means ABN Australasia Holdings Pty Ltd (ABN 11 072
          977 229) (to be renamed American Banknote Australasia Pty Limited).

          INDEMNIFIED PARTY means the Agent, a Participant or any person whom
          the Agent, the Borrower and the Guarantors agree will be an
          Indemnified Party.

          INTELLECTUAL PROPERTY means any intellectual or industrial property
          including without limitation:

          (a)  a patent, trade mark or service mark, copyright, registered
               design, trade secret, or confidential information; or

          (b)  a licence or other right to use or to grant the use of any of the
               foregoing or to be the registered proprietor or user of any of
               the foregoing.

          INTEREST EXPENSE means, for any period, all interest and amounts in
          the nature of interest or of similar effect to interest (including
          amounts other than principal payable under this Agreement) paid or
          payable by any Group Member shown by the Accounts for that period
          including:

          (a)  any dividend or distribution payable on any Marketable Security
               included as Financial Indebtedness;

          (b)  the face amount of bills of exchange or other financial
               instruments (but not reliquefication bills drawn under this
               Agreement) drawn, issued, endorsed or accepted by any Group
               Member less their net proceeds after discount or issue and
               payment of any acceptance, endorsement, underwriting or similar
               fee;

          (c)  all line, facility, letter of credit, guarantee and similar fees
               and all fees and other amounts of a regular or recurring nature
               payable in relation to Financial Indebtedness but not:

               (i)  unused line fees; and

               (ii) establishment, arrangement and other fees payable once only
                    on the initial provision of financial accommodation,

               but excluding all transactions between any two Group Members; and

          (d)  interest payable under any Secured Financing,

          less any interest and amounts in the nature of interest earned by the
          Group Member during that period. For the avoidance of doubt, Interest
          Expense does not include fees that are treated as an interest expense
          for accounting purposes.

          INTEREST PAYMENT DATE means a date on which interest is payable under
          clause 9.3 of this Agreement.

          JV means the joint venture between ABN Australasia Holdings Pty Ltd
          and Gemplus Technologies Asia Pty Ltd and governed by the terms of the
          Joint Venture Agreement.

          JOINT VENTURE AGREEMENT means the agreement dated on or about 10
          January 2000 between Gemplus Technologies Asia Pty Ltd, Gemplus S.A.,
          ABN Australasia Holdings Pty Ltd and ABNAH.

          LC COMMITMENT means, in relation to a Participant, the amount opposite
          that Participant's name in column 2 of Part B of schedule 2, as
          reduced or cancelled under this Agreement.

          LC FACILITY means the Facility provided under clause 10.

          LC UNDRAWN COMMITMENT means a Participant's LC Commitment less the
          total principal amount of its Share of all principal outstanding under
          the LC Facility.

          LETTER OF CREDIT means a letter of credit issued or to be issued under
          clause 10.

          LIQUIDATION includes receivership, compromise, arrangement,
          amalgamation, administration, reconstruction, winding up, dissolution,
          assignment for the benefit of creditors, bankruptcy or death.

          MAJORITY PARTICIPANTS means Participants whose aggregate Commitments
          are more than two thirds of the total of the Commitments.

          MARGIN means 2.50% per annum.

          MARKETABLE SECURITY has the meaning given in the Corporations Law, but
          also includes:

          (a)  a document referred to in the exceptions to the definition of
               DEBENTURE in the Corporations Law;

          (b)  a unit or other interest in a trust or partnership;

          (c)  a negotiable instrument; and

          (d)  a right or an option in respect of a Marketable Security, whether
               issued or unissued, including, without limitation, any of the
               above.

          MATERIAL ADVERSE EFFECT means, in the reasonable opinion of the
          Majority Participants, a material adverse effect on:

          (a)  the ability of the Relevant Companies as a whole to perform their
               obligations under the Transaction Documents; or

          (b)  the security, rights or benefits of the Indemnified Parties under
               the Transaction Documents.

          MORTGAGED PROPERTY means the property mortgaged or charged by a Charge
          or any Collateral Security.

          PARTICIPANT means a Participant set out in schedule 2 or a person who
          becomes a Participant under clause 29.2.

          PERMITTED SALE ASSET means an asset referred to in clause
          15.1(e)(iii)(B).

          POTENTIAL EVENT OF DEFAULT means anything which with the giving of
          notice or passage of time or both would become an Event of Default.

          PRINCIPAL OUTSTANDING means:

          (a)  with respect to the Cash Advance Facility, the total principal
               amount of all outstanding Segments; and

          (b)  with respect to the LC Facility, the face amount of the LCs
               outstanding under the LC Facility,

          or if the context so requires, the aggregate of these amounts.

          PRO RATA SHARE means, with respect to a Participant, the proportion
          which that Participant's Commitment bears to the aggregate of all
          Commitments.

          PROFIT IMPROVEMENT PLAN means the plan presented to the Participants
          by the Borrower on 8 October 1999 as varied to reflect changes
          recommended in the Ferrier Hodgson report dated 18 October 1999 and
          updated in the Ferrier Hodgson report dated 22 January 2001.

          QUARTERLY DATE means the last day of March, June, September and
          December in each year.

          REFERENCE BANK means Westpac Banking Corporation, Australia and New
          Zealand Banking Group Limited, National Australia Bank Limited or
          Commonwealth Bank of Australia.

          RELATED CORPORATION has the meaning given to RELATED BODY CORPORATE in
          the Corporations Law, but on the basis that SUBSIDIARY has the meaning
          given in this Agreement and that BODY CORPORATE includes any entity or
          a trust.

          RELEVANT COMPANY means:

          (a)  a Group Member; or

          (b)  another person who gives or creates a Guarantee or Security
               Interest which secures any Secured Moneys.

          RELIQUEFICATION BILL means a Bill drawn under clause 9.

          SAME DAY FUNDS means a bank cheque or other immediately available
          funds.

          SATISFACTORY CHARGE means a first charge over all assets to secure the
          Secured Moneys where the Agent has received documents or evidence in
          connection with that charge satisfactory to the Agent (including,
          where requested, opinions).

          SECURED FINANCING means accommodation provided to the Borrower or any
          Group Member by the Beneficiary on the security of a Letter of Credit.

          SECURED MONEYS means all money which the Borrower and the Guarantors
          (whether each of them alone or with another person) is or at any time
          may become actually or contingently liable to pay to or for the
          account of an Indemnified Party (whether alone or with another person)
          for any reason whatever under or in connection with a Transaction
          Document.

          It includes, without limitation, money by way of principal, interest,
          fees, costs, indemnities, Guarantees, charges, duties or expenses or
          payment of liquidated or unliquidated damages under or in connection
          with a Transaction Document, or as a result of a breach of or default
          under or in connection with a Transaction Document.

          Where the Borrower or Guarantor would have been liable but for its
          Liquidation, it will be taken still to be liable.

          A reference to an amount for which a person is contingently liable
          includes, without limitation, an amount which that person may become
          actually or contingently liable to pay if a contingency occurs,
          whether or not that liability will actually arise.

          SECURITY INTEREST includes any mortgage, pledge, lien or charge or any
          security or preferential interest or arrangement of any kind or any
          other right of, or arrangement with, any creditor to have its claims
          satisfied in priority to other creditors with, or from the proceeds
          of, any asset.

          Without limitation it includes retention of title other than in the
          ordinary course of day-to-day trading and a deposit of money by way of
          security but it excludes a charge or lien arising in favour of a
          Governmental Agency by operation of statute unless there is default in
          payment of moneys secured by that charge or lien.

          SECURITY TRUSTEE means Chase Securities Australia Limited (ABN 52 002
          888 011).

          SEGMENT means each portion of the accommodation made available under
          the Cash Advance Facility which has the same Funding Period.

          SHARE of a Participant, in respect of a Segment or any principal
          outstanding under the LC Facility, means the proportion of that
          Participant's participation in that Segment or principal to the amount
          of the Segment or principal (such proportion to be determined under
          clause 2).

          SUBSIDIARY has the meaning given in the Corporations Law but so that:

          (a)  an entity will also be deemed to be a Subsidiary of a company if
               it is controlled by that company (expressions used in this
               paragraph have the meanings given for the purposes of Parts 3.6
               and 3.7 of the Corporations Law);

          (b)  a trust may be a Subsidiary, for the purposes of which a unit or
               other beneficial interest will be regarded as a share; and

          (c)  a corporation or trust may be a Subsidiary of a trust if it would
               have been a Subsidiary if that trust were a corporation.

          TAX includes any tax, levy, impost, deduction, charge, rate, duty,
          compulsory loan or withholding which is levied or imposed by a
          Governmental Agency, and any related interest, penalty, charge, fee or
          other amount.

          TEST DATE means the last day of each month.

          TOTAL DEBT means all Financial Indebtedness of the Group.

          TRANSACTION DOCUMENT means:

          (a)  this Agreement;

          (b)  each Charge;

          (c)  any Collateral Security;

          (d)  any Guarantor Accession Deed;

          (e)  any Drawdown Notice or any debenture or other certificate or
               Security Interest issued under a Charge;

          (f)  any Derivative Contract;

          (g)  a document or agreement entered into or provided for the purpose
               of amending or novating, any of the above including the Amending
               and Restatement Deed; or

          (h)  any document which the Borrower agrees to be a Transaction
               Document for the purposes of this Agreement.

          It includes, without limitation, an undertaking by or to a party or
          its lawyers under or in relation to any of the above.

          UNDRAWN COMMITMENT means the LC Undrawn Commitment and the Cash
          Advance Undrawn Commitment or where the context so requires, the
          aggregate of these amounts.

INTERPRETATION

     1.2  Headings are for convenience only and do not affect interpretation.
          The following rules apply unless the context requires otherwise.

          (a)  The singular includes the plural and the converse.

          (b)  A gender includes all genders.

          (c)  Where a word or phrase is defined, its other grammatical forms
               have a corresponding meaning.

          (d)  A reference to a person, corporation, trust, partnership,
               unincorporated body or other entity includes any of the
               foregoing.

          (e)  A reference to a clause, annexure or schedule is a reference to a
               clause of, or annexure or schedule to, this Agreement.

          (f)  A reference to a party to this Agreement or another agreement or
               document includes the party's successors and permitted
               substitutes or assigns.

          (g)  A reference to legislation or to a provision of legislation
               includes a modification or re-enactment of it, a legislative
               provision substituted for it and a regulation or statutory
               instrument issued under it.

          (h)  A reference to WRITING includes a facsimile transmission and any
               means of reproducing words in a tangible and permanently visible
               form.

          (i)  A reference to CONDUCT includes, without limitation, an omission,
               statement or undertaking, whether or not in writing.

          (j)  All references to DOLLARS and $ are to Australian dollars.

          (k)  Mentioning anything after INCLUDE, INCLUDES or INCLUDING does not
               limit what else might be included.

          (l)  A reference to an ASSET includes any real or personal, present or
               future, tangible or intangible property or asset (including
               Intellectual Property) and any right, interest, revenue or
               benefit in, under or derived from the property or asset.

DETERMINATION, STATEMENT AND CERTIFICATE

     1.3  Except where otherwise provided in this Agreement any determination,
          statement or certificate by the Agent or any Participant or an
          Authorised Officer of the Agent or any Participant provided for in
          this Agreement is evidence of the matter stated in it unless the
          contrary is proved. It binds the parties in the absence of manifest
          error.

DOCUMENT OR AGREEMENT

     1.4  A reference to:

          (a)  an AGREEMENT includes a Security Interest, Guarantee,
               undertaking, deed, agreement or legally enforceable arrangement
               whether or not in writing; and

          (b)  a DOCUMENT includes an agreement (as so defined) in writing or a
               certificate, notice, instrument or document.

          A reference to a specific agreement or document includes it as
          amended, novated, supplemented or replaced from time to time, except
          to the extent prohibited by this Agreement.

REPAYMENT AND PREPAYMENT

     1.5  A reference to REPAYMENT or PREPAYMENT of all or part of an amount
          under the LC Facility is to payment to the Agent of the whole or the
          relevant portion of the face amount of the relevant Letter of Credit
          or the reduction, expiry or cancellation of that Letter of Credit (if
          that Letter of Credit has not been drawn on).

PRINCIPAL

     1.6  A reference to PRINCIPAL or PRINCIPAL AMOUNT, in relation to an amount
          under or in respect of the LC Facility, is to the maximum liability of
          the Participants under any Letter of Credit comprising that amount.

TRUST

     1.7  Unless the context requires otherwise, a reference to a transaction,
          asset, act or liability of any nature of the Group Member includes its
          transactions, assets, acts or liabilities as trustee. Where the Group
          Member incurs an obligation, it incurs that obligation both in its own
          right and in its capacity as trustee, unless the obligation relates
          only to an asset which it holds in its own right and not as trustee.

CURRENT ACCOUNTING PRACTICE AND ACCOUNTING TERMS

     1.8  A reference to CURRENT ACCOUNTING PRACTICE is to accounting principles
          and practices applying by law or otherwise generally accepted in
          Australia, consistently applied. Unless otherwise defined, accounting
          terms should be interpreted in accordance with current accounting
          practice. When calculating any covenant under clause 15.3, the value
          of any asset of a Group Member will be its book value unless revalued
          with the agreement of the Agent.

OUTSTANDING

     1.9  A reference to an OUTSTANDING Letter of Credit is to a Letter of
          Credit which has not expired (or which has expired but a draft has
          been drawn or payment made under it) and for which the Borrower has
          not provided cash cover under this Agreement or reimbursement in full.

DEBENTURE TRUST DEED

     1.10 Each Group Member agrees that for the purposes of the Debenture Trust
          Deed:

          (a)  the Majority Participants shall be the "Majority Stockholders";
               and

          (b)  the Transaction Documents shall be the "Transaction Documents",

          as those terms are used in the Debenture Trust Deed.

2    COMMITMENTS

COMMITMENTS

     2.1  Subject to this Agreement each Participant agrees with the Borrower to
          make available its participation in each Segment of the Cash Advance
          Facility and to participate in the LC Facility. The total principal
          amount of a Participant's participation in:

          (a)  all outstanding Segments of the Cash Advance Facility will not at
               any time exceed its Cash Advance Commitment; and

          (b)  the LC Facility will not at any time exceed its LC Commitment.

ALLOCATION AMONG PARTICIPANTS

     2.2  Each Participant shall participate in each Segment rateably according
          to its Commitment and in each Letter of Credit, rateably according to
          its LC Commitment.

OBLIGATIONS SEVERAL

     2.3  The obligations and rights of each Participant under this Agreement
          are several and:

          (a)  failure of a Participant to carry out its obligations does not
               relieve any other Participant of its obligations;

          (b)  no Participant is responsible for the obligations of any other
               Participant or the Agent; and

          (c)  subject to the Transaction Documents each Participant may
               separately enforce its rights under any Transaction Document.

3    CANCELLATION OF COMMITMENTS

DURING AVAILABILITY PERIOD

     3.1  On giving not less than 14 Business Days irrevocable notice to the
          Agent, the Borrower may cancel all or part of the Undrawn Commitments
          without penalty on the last day of a Funding Period. A partial
          cancellation must be in a minimum of $1,000,000 and in a whole
          multiple of $500,000 unless the Agent agrees otherwise.

ALLOCATION AMONG PARTICIPANTS

     3.2  Any partial cancellation will be applied rateably against the Undrawn
          Commitment of each Participant. The Agent shall promptly notify each
          Participant of any notice received under this clause and the amount of
          that Participant's Commitment which is cancelled.

AT END OF AVAILABILITY PERIOD

     3.3  At the close of business (Sydney time) on the last day of the
          Availability Period the Commitments of the Participants will be
          cancelled.

4    PURPOSE

CASH ADVANCE FACILITY

     4.1  The Borrower must use the net proceeds of the Cash Advance Facility to
          finance the general working capital (including any overdraft)
          requirements of the Group in carrying on the Business and the Profit
          Improvement Plan, and for no other purpose.

LC FACILITY

     4.2  The Borrower shall use, or shall procure the use by a Group Member of,
          the net proceeds of the LC Facility with respect to:

          (a)  financing the working capital (including any overdraft)
               requirements of the Group in carrying on the Business;

          (b)  issuance of performance bonds by any person in relation to
               obligations of a Group Member; or

          (c)  such other purposes as the Agent (acting on the instructions of
               the Participants who have agreed in writing to provide any LC
               Commitments) may agree,

          and for no other purpose.

ACKNOWLEDGMENT

     4.3  The parties acknowledge that, as at the Amendment Date, the cash
          Advance Facility has been fully drawn and no further Drawdown Notices
          under clause 5 of this Agreement may be given by the Borrower to the
          Agent.

5    DRAWDOWN NOTICES

WHEN NOTICE TO BE GIVEN - CASH ADVANCE FACILITY

     5.1  Whenever the Borrower wishes to make a drawing under the Cash Advance
          Facility it shall give to the Agent on behalf of itself and the
          Guarantors an irrevocable Drawdown Notice substantially in the form of
          annexure A. That Drawdown Notice must be received by the Agent by 11
          am (Sydney time) three Business Days before the proposed Drawdown Date
          (which must be a Business Day) or on such other day as the Agent
          (acting on the instructions of the Majority Participants) may agree in
          writing.

WHEN NOTICE TO BE GIVEN - LC FACILITY

     5.2  Whenever the Borrower wishes to make a drawing under the LC Facility
          it shall give to the Agent on behalf of itself and the Guarantors an
          irrevocable Drawdown Notice substantially in the form of annexure A
          specifying that the drawing is to be made under the LC Facility. That
          Drawdown Notice must be received by the Agent by 11 am (Sydney time)
          three Business Days before the proposed Drawdown Date (which must be a
          Business Day) or on such other day as the Agent (acting on the
          instructions of the Majority Participants) may agree in writing.

MINIMUM DRAWING

     5.3  The Borrower shall ensure that each drawing under the Cash Advance
          Facility is a minimum of the lesser of $1,000,000 or the Undrawn
          Commitment, unless the Agent agrees otherwise.

NOTIFICATION OF PARTICIPANTS

     5.4  The Agent shall give prompt notice to each relevant Participant of the
          contents of each Drawdown Notice received under this clause 5 and the
          amount of each Participant's Share of each Segment requested.

6    SELECTION OF FUNDING PERIODS

     6.1  Subject to this clause, each Funding Period will have a duration of 30
          days.

     6.2  The Borrower may select any other Funding Period agreed by the Agent
          to enable consolidation of Segments.

     6.3  Should a Funding Period end on a day which is not a Business Day, that
          Funding Period will end on the next Business Day, unless that day is
          in the following month, in which case the Funding Period will end on
          the preceding Business Day.

     6.4  If a Funding Period of a number of months commences on a date in a
          month and there is no corresponding date in the month in which it is
          to end, it will end on the last Business Day of the latter month.

     6.5  No Funding Period may extend beyond the Final Maturity Date. The
          Borrower shall select Funding Periods for Segments so as to ensure
          that each Reduction Date for the Cash Advance Facility coincides with
          the last day of Funding Periods of outstanding Segments of that
          Facility which have a principal amount not less than the principal
          amount to be repaid on that day.

     6.6  If the Borrower fails to select Funding Periods complying with this
          clause 6 the Agent may vary any Drawdown Notice to ensure compliance.

7    REPAYMENT

REPAYMENT - CASH ADVANCE FACILITY

     7.1  Subject to the repayments provided for in clauses 7.5, 7.6 and 7.7,
          the Borrower shall repay the Principal Outstanding under the Cash
          Advance Facility on the Final Maturity Date.

REPAYMENT - LC FACILITY

     7.2

          (a)  The Borrower shall repay the LC Facility in accordance with this
               Agreement or as otherwise agreed under the LC Facility.

          (b)  The Borrower shall finally repay the Principal Outstanding under
               the LC Facility on the Final Maturity Date.

ALLOCATION AMONG PARTICIPANTS

     7.3  Repayments will be applied rateably among the Participants according
          to their participation in the Principal Outstanding for that Facility.

ALLOCATION AMONG SEGMENTS

     7.4  All repayments under clauses 7.1 and 7.5 will be applied in reduction
          of those Segments which the Borrower may specify after consultation
          with the Agent. To the extent practicable repayments will only be
          applied against Segments which have Funding Periods which end on the
          relevant Reduction Date.

MANDATORY REPAYMENTS

     7.5  The Cash Advance Commitments will reduce rateably:

          (a)  during the term of the Facility, on each anniversary of the date
               of the Amending and Restatement Deed, by an amount equal to 75%
               of the Excess Cash Flow for the 12 month period immediately
               preceding each such anniversary date.

          (b)  subject to clause 15.1(e), with respect to the sale by any Group
               member permitted by this Agreement of any asset with a market
               value equal to or greater than $1,000,000 (other than an asset
               disposed of in the ordinary course of day-to-day trading), and on
               the date the purchase price is paid, by an amount equal to the
               purchase price (or such lesser amount as the Agent, acting on the
               instructions of the Majority Participants, may agree the
               Participants to consider any such request by the Borrower on a
               non-committal basis based on the commercial and financial
               performance of the Borrower at the time of the request);

          (c)  with respect to the issue of any shares by any Group Member by
               way of an initial public offer of shares in any Group Member and
               on the date the Group Member receives the subscription proceeds,
               by an amount equal to 85% of the net subscription proceeds. For
               the avoidance of doubt, the parties acknowledge that, in the
               event of any private equity investment in a Group Member whether
               by a third party, a holder of shares or a related entity of a
               holder of shares, then the proceeds of that investment may be
               used at the sole discretion of the Borrower.

          If, on any of the dates referred to in paragraph (a), (b) or (c)
          ("each a MANDATORY REPAYMENT DATE"), the aggregate of all outstanding
          Segments exceeds the aggregate of the Cash Advance Commitments after
          the reduction has occurred, then the Borrower must repay:

               (i)  in the case of the Excess Cash Flow referred to in paragraph
                    (a), the amount referred to in that paragraph within 90 days
                    of each anniversary of the date of the Amending and
                    Restatement Deed; and

               (ii) in the circumstances referred to in paragraphs (b) and (c),
                    an amount equal to the excess on the last day of the next
                    Funding Period after the relevant Mandatory Repayment Date.

     7.6  The Borrower must, on or before the second anniversary of the
          Amendment Date, have repaid amounts including amounts pursuant to the
          mandatory prepayments in clause 7.5 so that the Cash Advance
          Commitments have been reduced by $2,000,000 in aggregate by that date.

     7.7  If the Cash Advance Commitments have not been reduced by $2,000,000 in
          total by the second anniversary of the Amendment Date, the Borrower
          must repay an amount so that the Cash Advance Commitments have been
          reduced by an aggregate amount (inclusive of repayments made prior to
          that date) of $2,000,000 within 14 days of that date.

8    PREPAYMENTS

VOLUNTARY PREPAYMENTS

     8.1  (a)  Subject to this clause, if it gives at least 14 Business Days'
               prior notice to the Agent (who shall promptly notify the
               Participants) the Borrower may prepay all or part of the
               Principal Outstanding under the Cash Advance Facility or the LC
               Facility. The notice is irrevocable. The Borrower shall prepay in
               accordance with it.

          (b)  Unless the Agent agrees otherwise, prepayment of part only of a
               Segment or any amount under the LC Facility may only be made in a
               principal amount of a minimum of $1,000,000.

VOLUNTARY PREPAYMENT ON EXPIRY OF FUNDING PERIOD

     8.2  (a)  Prepayments under clause 8.1 with respect to the Cash Advance
               Facility may only be made on the last day of the Funding Period
               of the relevant Segment.

          (b)  Prepayments under clause 8.1 with respect to the LC Facility may
               only be made in accordance with the terms of the LC Facility.

INTEREST

     8.3  The Borrower shall pay any interest accrued on any amount prepaid
          under this Agreement at the time of the prepayment.

LIMITATION ON PREPAYMENTS

     8.4  The Borrower may not prepay all or part of the Principal Outstanding
          except in accordance with this Agreement.

APPORTIONMENT

     8.5  Prepayments under clause 8.1 will be applied rateably in reduction of
          the respective participation of all the Participants in the Principal
          Outstanding under the applicable Facility.

REDRAWING

     8.6  Subject to this Agreement, prepayments or repayments under a Facility
          will not be available for redrawing.

9    CASH ADVANCE FACILITY

ADVANCE OF SEGMENT

     9.1  (a)  Subject to this Agreement, whenever the Borrower requests a
               Segment of the Cash Advance Facility, each Participant shall make
               available its Share of that Segment to the Agent in immediately
               available funds by 11.00 am (Sydney time) on the relevant
               Drawdown Date for the account of the Borrower, except to the
               extent the Segment continues a previous Segment of the Cash
               Advance Facility.

          (b)  On receipt the Agent will pay it to the relevant account
               specified in the Drawdown Notice.

          (c)  The Borrower shall ensure that there are no more than three
               Segments outstanding at any one time.

          (d)  Subject to clauses 5.3 and this clause 9.1, the Borrower may
               split or combine Segments.

REPAYMENT

     9.2  The Borrower shall repay each Segment of the Cash Advance Facility
          provided to it on the last day of its Funding Period, except that it
          directs the Agent to apply to repayment of a maturing Segment the
          proceeds of any new Segment of the Cash Advance Facility drawn or to
          be drawn on that date.

INTEREST

     9.3  Interest in the fixed sum of A$3,500,000 per annum is payable by the
          Borrower on the Cash Advance Facility. The Borrower shall pay Interest
          monthly in arrears in equal instalments on the day which is 30 days
          after the last day of each Funding Period.

PREPARATION OF RELIQUEFICATION BILLS

     9.4  The Borrower irrevocably and for valuable consideration authorises
          each Participant (at the option of the Participant) from time to time:

          (a)  to prepare Reliquefication Bills in relation to a Segment of the
               Cash Advance Facility; and

          (b)  by its Authorised Officer, to sign them as drawer, endorser
               and/or acceptor in the name of and on behalf of the Borrower.

REQUIREMENTS OF RELIQUEFICATION BILLS

     9.5  (a)  The total face amount of Reliquefication Bills prepared by any
               Participant and outstanding in relation to any Segment must not
               at any time exceed:

               (i)  that Participant's Share of the principal amount of that
                    Segment; plus

               (ii) the total interest which has accrued or will accrue on that
                    Share during the relevant Funding Period.

          (b)  Reliquefication Bills must mature on or before the last day of
               the relevant Funding Period or as agreed by the Agent.

DEALING WITH RELIQUEFICATION BILLS

     9.6  Each Participant may realise or deal with any Reliquefication Bill
          prepared by it as it thinks fit.

INDEMNITY

     9.7  (a)  Each Participant shall indemnify the Borrower on demand against
               all liabilities, costs and expenses incurred by the Borrower by
               reason of it being a party to a Reliquefication Bill prepared by
               that Participant.

          (b)  Paragraph (a) does not affect any obligation of the Borrower
               under this Agreement. In particular the obligation of the
               Borrower to pay any principal, interest or other moneys under
               this Agreement is absolute and unconditional. It is not in any
               way affected by any liability of a Participant, contingent or
               otherwise, under this indemnity.

          (c)  If a Reliquefication Bill is presented to the Borrower and the
               Borrower discharges it by payment, the amount of that payment
               will be taken to have been applied against the moneys outstanding
               under this Agreement to that Participant.

STAMP DUTY ON RELIQUEFICATION BILLS

     9.8  Each Participant shall pay any stamp duty on Reliquefication Bills
          requested by it.

10   LETTER OF CREDIT FACILITY

ISSUE OF LETTERS OF CREDIT

     10.1 Subject to this Agreement, whenever the Borrower gives a Drawdown
          Notice requesting a Letter of Credit:

          (a)  the Agent shall promptly notify the Participants;

          (b)  by 11.00 am (Sydney time) on the second Business Day before each
               Drawdown Date each Participant shall authorise the Agent to
               execute and issue on its behalf the Letter of Credit or Letters
               of Credit requested in the relevant Drawdown Notice or such other
               time as the Agent agrees;

          (c)  that authorisation must be substantially in the form of annexure
               C and must be given by tested telex or other means acceptable to
               the Agent; and

          (d)  if it receives those authorisations, on that Drawdown Date the
               Agent shall issue the Letter of Credit or Letters of Credit on
               behalf of the Participants in their respective Shares.

FORM

     10.2 Each Letter of Credit must be substantially in the form of annexure D
          or in any other form agreed by the Agent, the Borrower and the
          Participants.

NUMBER

     10.3 No more than three (or such greater number as may be agreed between
          the Borrower and the Agent acting on the instructions of the Majority
          Participants) Letters of Credit may be outstanding under this
          Agreement at any one time.

EXPIRY DATE

     10.4 Each Letter of Credit will expire on the day specified in the relevant
          Drawdown Notice, which day must be no later than:

          (a)  where relevant, within 14 days after the final maturity date of
               the relevant Secured Financing; and

          (b)  the last day of the Availability Period for the LC Facility.

AMOUNT

     10.5 The principal amount of any Letter of Credit must be a minimum of
          $100,000 and must not cause a breach of the limit in clause 2.1 and,
          in the case of a Letter of Credit which secures Secured Financing,
          must not exceed the maximum liability of the Borrower for repayment of
          principal under that Secured Financing.

SECURED FINANCING

     10.6 (a)  The Borrower shall ensure that it is a term of any Secured
               Financing that at any time after a declaration by the Agent under
               clause 16.2(a) all money owing under that Secured Financing
               (whether actually or contingently) will be immediately due and
               payable upon written request by the Agent (acting on the
               instructions of the Majority Participants) to the Beneficiary.

          (b)  The Borrower must advise the Agent of the terms and conditions of
               the Secured Financing.

PARTICIPANT AS BENEFICIARY

     10.7 A Participant may be a Beneficiary of a Letter of Credit. In that
          case, when demand is made by it under the Letter of Credit, it will be
          deemed to have made a payment equal to its Share of the amount of the
          demand.

AGENT'S AUTHORITY

     10.8 Each Participant irrevocably authorises the Agent to execute and issue
          Letters of Credit on its behalf and in its name in accordance with
          this clause. The Agent may rely on any tested telex or other
          communication that it believes genuine.

NOTIFICATION OF ISSUE

     10.9 The Agent shall promptly inform the other Participants of the issue of
          any Letter of Credit.

DRAWINGS PROCEDURE

     10.10 (a) The Agent shall give each Participant prompt notice of any claim
               under any Letter of Credit. That notice will include or have
               attached the form of the claim and its annexures and specify the
               amount claimed from that Participant.

          (b)  Each Participant shall pay the Agent the amount payable by that
               Participant under the Letter of Credit as soon as practicable and
               no later than the next Business Day.

RECOVERY BY AGENT

     10.11 (a) Unless it has received notice to the contrary, the Agent may
               assume that each Participant will pay the full amount payable by
               it under clause 10.10(b). In reliance on that assumption it may
               pay that amount to the Beneficiary under the Letter of Credit. It
               need not do so.

          (b)  If that amount is paid by the Agent but is not paid by the
               Participant:

               (i)  the Agent may recover it from the Participant with interest,
                    which will accrue at the rate determined by the Agent, in
                    accordance with its usual practice, as the rate for advances
                    of similar duration and amount to banks and financial
                    institutions of the standing of the Participant; and

               (ii) so long as and to the extent that it is not paid by the
                    Participant the Agent may recover it from the Borrower under
                    clause 10.13 as if it were a Participant and the relevant
                    amount had been paid by it as a Participant under the Letter
                    of Credit.

               The Agent may make simultaneous claims under sub-paragraphs (i)
               and (ii) but, with the exception of accrued interest, amounts
               paid under one will commensurately reduce the amount payable
               under the other.

PAYMENT OF SECURED FINANCINGS BY GROUP MEMBER

     10.12 The Group Members shall pay all principal, interest and other amounts
           when due and payable under or in relation to each Secured Financing.

INDEMNITY

     10.13 (a) (PAYMENT) On demand the Borrower shall pay to the Agent in the
               currency of the relevant Letter of Credit for the account of each
               Participant all amounts paid or required to be paid by that
               Participant under any Letter of Credit together with interest
               from the date of payment under the Letter of Credit calculated as
               specified in clause 18.

          (b)  (GENERAL INDEMNITY) On demand the Borrower shall indemnify each
               Participant and the Agent against any loss, cost, charge,
               liability or expense sustained or incurred in relation to any
               Letter of Credit or as a direct or indirect consequence of any
               claim made or purported to be made under any Letter of Credit, or
               anything done by any person who is, or claims to be, entitled to
               the benefit of a Letter of Credit, other than any loss, cost,
               charge, liability or expense sustained or incurred by or because
               of the wilful misconduct or gross negligence of the Agent or any
               Participant.

OBLIGATIONS UNCONDITIONAL

    10.14 The Borrower's obligations under clause 10.13 are absolute and
          unconditional. They will not be subject to any reduction, termination
          or other impairment by any set-off, deduction, abatement,
          counterclaim, agreement, defence, suspension, deferment or otherwise
          and the Borrower will not be released, relieved or discharged from any
          obligations under this Agreement, nor will such obligations be
          prejudiced or affected, for any reason including without limitation:

          (a)  any falsity, inaccuracy, insufficiency or forgery of or in any
               demand, certificate or declaration or other document which on its
               face purports to be signed or authorised pursuant to a Letter of
               Credit;

          (b)  any failure by any Participant or the Agent to enquire whether
               any cable or telex has been inaccurately transmitted or received
               for any cause or has been sent by an unauthorised person;

          (c)  the impossibility or illegality of performance of or any
               invalidity of or affecting any Transaction Document, any Secured
               Financing or any Letter of Credit or any other agreement;

          (d)  any act of any Governmental Agency or arbitrator, including any
               law, judgment, decree or order at any time in effect in any
               jurisdiction affecting any of the terms of any Transaction
               Document, any Secured Financing or any other document delivered
               pursuant to any Transaction Document;

          (e)  any failure to obtain any Authorisation necessary or appropriate
               in connection with this Agreement; or

          (f)  any time, waiver or other indulgence granted by any Participant
               or the Agent,

          except to the extent arising from the wilful misconduct or gross
          negligence of the Agent or any Participant. Neither the Agent nor the
          Participants are liable or under any duty to enquire in respect of any
          of the matters mentioned in the above paragraphs.

INDEMNITY FROM PARTICIPANTS TO AGENT

    10.15 Each Participant shall indemnify the Agent (in that capacity only)
          rateable in accordance with its respective Commitment for any loss,
          cost, charge, liability or expense the Agent may sustain or incur in
          relation to or as a direct or indirect consequence of the issue of a
          Letter of Credit on that Participant's behalf except to the extent
          arising from the wilful misconduct, fraud or gross negligence of the
          Agent.

11   PAYMENTS

MANNER

     11.1 The Borrower and each Guarantor shall make all payments under any
          Transaction Document in Same Day Funds by 11 am (Sydney time) on the
          due date to the address for service of notices of the Agent, or to the
          account specified by the Agent from time to time in respect of that
          currency, without set-off or counterclaim and without deduction or
          withholding, whether on account of Taxes (other than any Excluded Tax)
          or otherwise.

PAYMENT TO BE MADE ON BUSINESS DAY

     11.2 Whenever any payment becomes due on a day which is not a Business Day,
          the due date will be the next Business Day in the same calendar month
          or, if none, the preceding Business Day.

DISTRIBUTION BY AGENT

     11.3 Unless any Transaction Document expressly provides otherwise, the
          Agent shall promptly distribute amounts received under any Transaction
          Document for the account of the Participants rateably among them and
          in like funds as they are received by the Agent. To make any
          distribution the Agent may buy and sell currencies in accordance with
          its normal procedures.

APPROPRIATION WHERE INSUFFICIENT MONEYS AVAILABLE

     11.4 Where amounts required to be distributed by the Agent under clause
          11.3 on any day are not sufficient to make all the payments required,
          those amounts will be appropriated between principal, interest and
          other amounts then payable as the Agent determines. This appropriation
          will override any appropriation made by the Borrower. Without
          limitation the Agent may appropriate amounts first in payment of
          amounts payable to it by way of indemnity or reimbursement.

UNANTICIPATED DEFAULT

     11.5 (a)  (ASSUMPTION AS TO PAYMENT) The Agent may assume that a party
               ("PAYER") due to make a payment for the account of another party
               ("RECIPIENT") makes that payment when due unless the Payer
               notifies the Agent at least one Business Day before the due date
               that the Payer will not be making the payment.

          (b)  (RELIANCE ON ASSUMPTION) In reliance on that assumption, the
               Agent may make available to the Recipient on the due date an
               amount equal to the assumed payment.

          (c)  (RECOUPMENT) If the Payer does not in fact make the assumed
               payment, the Recipient shall repay the Agent the amount on
               demand. The Payer will still remain liable to make the assumed
               payment, but until the Recipient does repay the amount, the
               Payer's liability will be to the Agent in the Agent's own right.

          (d)  (INTEREST) If the Payer is the Borrower or a Guarantor any
               interest on the amount of the assumed payment accruing before
               recovery will belong to the Agent. If the Payer is a Participant
               that Participant shall pay interest on the amount of the assumed
               payment at the rate determined by the Agent, in line with its
               usual practice, for advances of similar duration to financial
               institutions of the standing of the Participant.

ROUNDING

     11.6 In making any allocation or appropriation under any Transaction
          Document the Agent may round amounts to the nearest dollar.

WITHHOLDING TAX

     11.7 Each of the parties acknowledge that if a law requires the Borrower to
          withhold or deduct Taxes from a payment in respect of interest by the
          Borrower to the Agent for and on behalf of Credit Lyonnais S.A.
          ("RELEVANT PAYMENT"), the Borrower:

          (a)  agrees to increase the amount payable to the Agent with respect
               to the Relevant Payment by an amount equal to two-thirds of the
               amount of withholding or deduction in respect of Taxes in
               relation to that Relevant Payment;

          (b)  must make the deduction for Tax; and

          (c)  must pay the full amount deducted to the relevant authority in
               accordance with applicable law and deliver the original receipts
               to the Agent.

     11.8 Each of the parties agree that the operation of clause 11.3 is varied
          where the Agent receives an amount from the Borrower under clause
          11.7(a) ("RELEVANT AMOUNT"). If the Agent receives the Relevant
          Amount, the Agent must pay:

          (a)  the Relevant Amount to Credit Lyonnais S.A.; and

          (b)  the balance of the amount paid by the Borrower to the other
               Participants in accordance with clause 11.3.

12   CHANGES IN LAW

INCREASED COSTS

     12.1 Whenever any Indemnified Party determines that:

          (a)  the effective cost to the Indemnified Party of making, funding or
               maintaining any Segment, any Letter of Credit or its Commitment
               is increased in any way;

          (b)  any amount paid or payable to the Indemnified Party or received
               or receivable by the Indemnified Party, or the effective return
               to the Indemnified Party or any of its holding companies, under
               or in respect of any Transaction Document is reduced in any way;

          (c)  the return of the Indemnified Party or any of its holding
               companies on the capital which is or becomes directly or
               indirectly allocated by the Indemnified Party or the holding
               company to any Segment, any Letter of Credit or its Commitment is
               reduced in any way; or

          (d)  insofar as any relevant law, official directive or request
               relates to or affects its Commitment, any Segment, any Letter of
               Credit or the Transaction Documents, the overall return on
               capital of the Indemnified Party or any of its holding companies
               is reduced in any way,

          as a result of any change in, any making of, or any change in the
          interpretation or application by any Governmental Agency of, or
          compliance with, any law, official directive or request, then:

          (e)  that Indemnified Party will use reasonable endeavours to notify
               the Borrower promptly of any event which it reasonably believes
               is likely to have the above effect;

          (f)  (when it has calculated the effect of the above and the amount to
               be charged to the Borrower under this clause) that Indemnified
               Party shall promptly notify the Borrower of those calculations
               (with reasonable details of calculations on request by the
               Borrower); and

          (g)  on demand from time to time the Borrower shall pay for the
               account of the Indemnified Party the amount certified by an
               Authorised Officer of the Indemnified Party to be necessary to
               compensate the Indemnified Party or the relevant holding company
               (as the case may be) for the increased cost or the reduction.
               That certificate is conclusive.

          Without limiting the above in any way, this clause applies:

          (h)  to any law, official directive or request with respect to
               Taxation except an Excluded Tax or on reserve, liquidity, capital
               adequacy, special deposit or similar requirements;

          (i)  to official directives or requests which do not have the force of
               law where it is the practice of responsible bankers or financial
               institutions in the country concerned to comply with them; and

          (j)  where the increased cost or the reduction arises because the
               relevant Indemnified Party or any of its holding companies is
               restricted in its capacity to enter other transactions, is
               required to make a payment, or forgoes or earns reduced interest
               or other return on any capital or on any sum calculated by
               reference in any way to the amount of any Segment, any Letter of
               Credit, its Commitment or to any other amount paid or payable or
               received or receivable under any Transaction Document or
               allocates capital to any such sum.

MINIMISATION

     12.2 (a)  (NO DEFENCE) It will not be a defence that any cost, reduction or
               payment referred to in this clause could have been avoided.

          (b)  (NEGOTIATION) At the request of the Borrower the Agent and any
               relevant Participant shall negotiate in good faith with the
               Borrower with a view to finding a way of minimising any cost,
               reduction or payment or the effect of any unlawfulness or
               impracticability referred to in clause 12.5.

SURVIVAL OF OBLIGATIONS

     12.3 This clause survives the repayment of any relevant Segment, Letter of
          Credit or Principal Outstanding and the termination of this Agreement.

PREPAYMENT ON INCREASED COSTS

     12.4 (a)  Within 60 days after the Borrower receives a notice under clause
               12.1(e), the Borrower may notify the relevant Participant through
               the Agent that it wishes to prepay the Participant's
               participation in any Segment affected or cancel any Letter of
               Credit affected (if that Letter of Credit has not been drawn on).

          (b)  The notification will be irrevocable. In the case of the Cash
               Advance Facility, the Borrower shall prepay in accordance with it
               on the last day of the relevant Funding Period or Funding Periods
               current when the notification is given. In the case of the LC
               Facility, the Borrower shall procure the release and return of
               the relevant Letter of Credit by the Beneficiary to the Agent and
               if that Letter of Credit has not been drawn on, the Agent will
               cancel it.

ILLEGALITY

     12.5 If the making of, or a change in the interpretation or application by
          any Governmental Agency of, any law or treaty makes it unlawful or
          impracticable for any Participant to make, fund or maintain the
          advances or accommodation required under this Agreement:

          (a)  that Participant may terminate its Commitment by notice to the
               Borrower;

          (b)  if required by the law or treaty, or if necessary to prevent or
               remedy a breach of the law or treaty, the Borrower shall:

               (i)  in the case of the Cash Advance Facility, prepay that
                    Participant's participation in the Principal Outstanding; or

               (ii) in the case of a Letter of Credit, the Borrower will procure
                    the cancellation and return to the Agent of the relevant
                    Letter of Credit and pay to the Agent for the account of the
                    Participants the total face amount of any relevant
                    outstanding Letters of Credit,

               together with all interest, fees and other amounts payable to
               that Participant under this Agreement, on the date which is the
               earlier of:

              (iii) 10 Business Days after the Borrower became aware of the
                    requirement to repay; and

               (iv) the last day permitted under the relevant law or treaty; and

          (c)  the Borrower (if relevant) procure the cancellation and return of
               the relevant Letter of Credit and shall make the prepayment
               immediately or, if in the opinion of the relevant Participant
               delay in prepayment is permitted by the law or treaty, or will
               not cause a breach of the law or treaty, on the latest permitted
               day.

13   CONDITIONS PRECEDENT

          The obligations of each Participant or the Agent to make available
          each Segment or any Letter of Credit are subject to the further
          conditions precedent that:

          (a)  (REPRESENTATIONS TRUE) the representations and warranties by the
               Borrower and each Guarantor in the Transaction Documents are true
               as at the date of the relevant Drawdown Notice and the relevant
               Drawdown Date as though they had been made at that date in
               respect of the facts and circumstances then subsisting;

          (b)  (NO DEFAULT)

               (i)  no Event of Default is subsisting at the date of the
                    relevant Drawdown Notice and the relevant Drawdown Date or
                    will result from the provision of the Segment or amount; and

               (ii) in the case of a Drawdown Notice, no Potential Event of
                    Default is subsisting at the date of the Drawdown Notice and
                    the relevant Drawdown Date or will result from the provision
                    of the Segment or amount;

          (c)  (AUTHORISATION) all necessary Authorisations for the provision of
               that Segment or amount have been obtained; and

          (d)  (MATERIAL ADVERSE CHANGE) there has been no change in the
               financial condition of the Relevant Companies or the Business
               which, in the reasonable opinion of the Agent acting on the
               instructions of the Majority Participants, may have a Material
               Adverse Effect.

14   REPRESENTATIONS AND WARRANTIES

REPRESENTATIONS AND WARRANTIES

     14.1 The Borrower and each Guarantor makes the following representations
          and warranties:

          (a)  (STATUS) It is a corporation validly existing under the laws of
               the place of its incorporation specified in this Agreement.

          (b)  (POWER) It has the power to enter into and perform its
               obligations under the Transaction Documents to which it is
               expressed to be a party, to carry out the transactions
               contemplated by those documents and to carry on its business as
               now conducted or contemplated.

          (c)  (CORPORATE AUTHORISATIONS) It has taken all necessary corporate
               action to authorise the entry into and performance of the
               Transaction Documents to which it is expressed to be a party, and
               to carry out the transactions contemplated by those documents.

          (d)  (DOCUMENTS BINDING) Subject to general principles of equity and
               laws affecting creditors' rights generally:

               (i)  each Transaction Document to which it is expressed to be a
                    party is its valid and binding obligation enforceable in
                    accordance with its terms, subject to any necessary stamping
                    and registration; and

               (ii) subject to the relevant assumptions and qualifications made
                    in the legal opinions referred to in clause 3.1(e) of the
                    Amending and Restatement Deed, each Charge and any
                    Collateral Security is valid security over the Mortgaged
                    Property with the priority stated.

          (e)  (TRANSACTIONS PERMITTED) The execution and performance by it of
               the Transaction Documents to which it is expressed to be a party
               and each transaction contemplated under those documents did not
               and will not violate in any material respect a provision of:

               (i)  a law or treaty or a judgment, ruling, order or decree of a
                    Governmental Agency binding on it;

               (ii) its memorandum or articles of association or other
                    constituent documents; or

              (iii) any other document or agreement which is binding on it or
                    its assets,

               and, except as provided by the Transaction Documents, did not and
               will not:

               (iv) create or impose a Security Interest on any of its assets;
                    or

               (v)  allow a person to accelerate or cancel an obligation with
                    respect to Financial Indebtedness or Leases, or constitute
                    an event of default, cancellation event, prepayment event or
                    similar event (whatever called) under an agreement relating
                    to Financial Indebtedness, whether immediately or after
                    notice or lapse of time or both.

          (f)  (ACCOUNTS)

               (i)  Its most recent consolidated and unconsolidated audited
                    Accounts give a true and fair view of the matters with which
                    they deal.

               (ii) There has been no subsequent change in its and its
                    Subsidiaries' state of affairs which is likely to have a
                    Material Adverse Effect.

              (iii) Those Accounts are prepared consistently with past practice
                    of the Group and comply with current accounting practice
                    except to the extent disclosed in them and with all
                    applicable laws.

               (iv) All material Financial Indebtedness, Leases and other
                    material contingent liabilities are disclosed in those
                    Accounts.

               (v)  No Relevant Company has executed a Guarantee for the purpose
                    of obtaining an order under section 313 of the Corporations
                    Law or an equivalent provision or for the purpose of
                    complying with any such order.

          (g)  (NO LITIGATION) To the best of its knowledge, information and
               belief no litigation, arbitration, Tax claim, dispute or
               administrative or other proceeding is current or pending or, to
               its knowledge, threatened, which if adversely determined is
               likely to have a Material Adverse Effect.

          (h)  (NO DEFAULT)

               (i)  It is not and none of its Subsidiaries is in material
                    default under a document or agreement (including an
                    Authorisation) binding on it or its assets which relates to
                    Financial Indebtedness or is material.

               (ii) Nothing has occurred which constitutes an event of default,
                    cancellation event, prepayment event or similar event
                    (whatever called) under those documents or agreements,
                    whether immediately or after notice or lapse of time or
                    both, and which is subsisting.

          (i)  (AUTHORISATIONS) Each Authorisation which is required in relation
               to:

               (i)  the execution, delivery and performance by it of the
                    Transaction Documents to which it is expressed to be a party
                    and the transactions contemplated by those documents;

               (ii) the validity and enforceability of those documents and the
                    effectiveness or priority of the Charge or any Collateral
                    Security; and

              (iii) its business as now conducted or contemplated and which is
                    material (including, without limitation, under Environmental
                    Law),

               has been obtained or effected. Each is in full force and effect.
               It has complied with each of them. It has paid all applicable
               fees for each of them.

          (j)  (NO MISREPRESENTATION) All information provided by it to the
               Agent and the Participants is true in all material respects at
               the date of this Agreement or, if later, when provided. Neither
               that information nor its conduct and the conduct of anyone on its
               behalf in relation to the transactions contemplated by the
               Transaction Documents, was or is materially misleading, by
               omission or otherwise.

          (k)  (AGREEMENTS DISCLOSED) Each document or agreement which is
               material to the Transaction Documents or the ability of a
               Relevant Company to perform its obligations under a Transaction
               Document, or which has the effect of varying a Transaction
               Document, has been disclosed to the Agent in writing.

          (l)  (COPIES OF DOCUMENTS) All copies of documents (including its
               latest audited Accounts and all Authorisations) given by it or on
               its behalf to the Agent are true and complete copies. Those
               documents are in full force and effect.

          (m)  (TITLE AND FINANCIAL INDEBTEDNESS)

               (i)  It is the sole beneficial owner of the Mortgaged Property
                    purported to be charged or mortgaged by it and all material
                    assets included in its latest audited Accounts free of any
                    other third party right or interest whatever other than as
                    permitted by clause 15.1(f).

               (ii) None of its or its Subsidiaries' assets is subject to a
                    Security Interest which is not permitted by clause 15.1(f).

          (n)  (LAW) It and each of its Subsidiaries has complied with all laws
               (including any Environmental Law) binding on it where breach may
               have a Material Adverse Effect.

          (o)  (ENVIRONMENTAL LAW) No act or omission has occurred and there is
               no circumstance relating to the Mortgaged Property or its
               business or the assets or business of any of its Subsidiaries, or
               the Business, which has given rise or may give rise to:

               (i)  a substantial claim against it or any of its Subsidiaries;

               (ii) a requirement of substantial expenditure by it or any of its
                    Subsidiaries; or

              (iii) a requirement that it or any of its Subsidiaries ceases or
                    substantially alters an activity,

                    under Environmental Law to the best of the knowledge,
                    information and belief of the Borrower and each Guarantor.

                    Without limitation none of its assets is contaminated, all
                    assets are within applicable environmental standards and all
                    emissions and discharges are within standards or limits
                    imposed by all relevant laws and Authorisations.

          (p)  (TRUST) It does not hold any assets as the trustee of any trust
               other than:

               (i)  any implied, constructive or resulting trust which arises as
                    part of the ordinary course of its business; and

               (ii) any superannuation trust which has been notified to the
                    Agent.

          (q)  (CORPORATE TREE)

               (i)  ABN is the beneficial owner of all issued shares in ABNAH.

               (ii) ABNAH is the beneficial owner of all issued shares in the
                    Borrower.

              (iii) The Borrower is the sole beneficial owner of all shares in
                    the Holding Subsidiary and ABP.

               (iv) The Holding Subsidiary is the sole beneficial owner of all
                    shares in American Banknote Australasia Pty Limited and
                    American Banknote New Zealand Limited.

          (r)  (SUBSIDIARIES) It has no Subsidiaries at the date of this
               Agreement except for any Guarantor and as disclosed in paragraph
               (q) and shown in annexure G.

          (s)  (FINANCIAL INDEBTEDNESS) At the date of this Agreement it has no
               Financial Indebtedness except as disclosed in annexure E.

          (t)  (TAXES) It has punctually paid all Taxes owing by it other than
               Taxes which are being contested in good faith.

          (u)  (SOLVENCY) As a consequence of entering into the Amending and
               Restatement Deed, there are no reasonable grounds to suspect that
               it is unable to pay its debts existing at the Amendment Date
               (including using the proceeds of other financial accommodation)
               as and when they become due and payable.

RELIANCE ON REPRESENTATIONS AND WARRANTIES

     14.2 The Borrower and each Guarantor acknowledges that the Agent and the
          Participants have entered the Transaction Documents in reliance on the
          representations and warranties in this clause.

REPETITION FOR GUARANTORS

     14.3 On the accession of any Guarantor under clause 33, the representations
          and warranties in clause 14.1 (other than (s)) will automatically be
          repeated in relation to that Guarantor by that Guarantor.

15   UNDERTAKINGS

GENERAL UNDERTAKINGS

     15.1 The Borrower and each Guarantor undertakes to each Indemnified Party
          as follows, except to the extent that the Agent acting on the
          instructions of the Majority Participants consents.

          (a)  (CORPORATE REPORTING AND INFORMATION) It will provide to the
               Agent in sufficient copies for the Participants:

               (i)  (ANNUAL ACCOUNTS) as soon as practicable (but no later than
                    125 days) after the close of each of its financial years
                    copies of its consolidated and unconsolidated audited
                    Accounts in respect of that financial year including balance
                    sheets, cashflow and profit and loss statements (or such
                    later period with the consent of the Agent such consent not
                    to be unreasonably withheld where the Borrower has been
                    given an extension of time to file its annual Accounts with
                    the relevant Governmental Agency). The parties acknowledge
                    that the Borrower will provide copies of the annual Accounts
                    for the year ended 31 December 2000 to the Agent on or
                    before the date which is 30 days after the Effective Date;

               (ii) (HALF YEARLY REPORTS) as soon as practicable (but within 30
                    days after the end of the first 6 months of each financial
                    year) copies of its consolidated and unconsolidated half
                    yearly financial reports including balance sheets, cashflow
                    and profit and loss statements and summary of cash flow and
                    adjusted forward cash flow for the next quarter;

              (iii) (BUDGET) by 15 January of each year, a budget for the Group
                    for the next financial year including an amount set out as
                    capital expenditure (if any), approved by the directors of
                    the Borrower;

               (iv) (NARRATIVE) if a line item in any annual Account provided
                    under sub-paragraph (i) or quarterly report provided under
                    sub-paragraph (ii) varies by 10% or more from the same line
                    item in the relevant budget provided under sub-paragraph
                    (iii), a narrative explaining the reason for that variance;

               (v)  (RATIOS) at the time it provides the Accounts referred to in
                    sub-paragraphs (i) and (ii) a certificate signed by the
                    managing director and chief financial officer of the
                    Borrower at that time which certifies whether in their
                    opinion the Group Members have complied with the financial
                    undertakings in clause 15.3 and which details:

                    (A)  the figures and calculations supporting the
                         certificate; and

                    (B)  any past breaches of those undertakings not already
                         notified and, if applicable, how they were remedied;

               (vi) (DOCUMENTS ISSUED TO SHAREHOLDERS) promptly, all documents
                    which applicable law requires it to issue to its
                    shareholders, debenture holders or holders of other
                    Marketable Securities issued by it;

              (vii) (LITIGATION) promptly, written particulars of any
                    litigation, arbitration, Tax claim, dispute or
                    administrative or other proceeding in relation to the
                    Mortgaged Property or it or its Subsidiaries involving a
                    claim exceeding $500,000 or its equivalent other than a
                    claim for worker's compensation;

             (viii) (GOVERNMENTAL AGENCY) promptly, any notice, order or
                    material correspondence from or with a Governmental Agency
                    relating to the Mortgaged Property or its use or the
                    Business which may have a Material Adverse Effect;

               (ix) (MONTHLY REPORTS) within 14 Business Days after the end of
                    each month, monthly management accounts including:

                    (A)  financial covenant calculations;

                    (B)  balance sheet;

                    (C)  profit and loss statement;

                    (D)  cashflow statement; and

                    (E)  an executive summary:

                         (aa) comparing the monthly financial results to the
                              Cash Flow Projections (including an explanation of
                              any material variances); and

                         (ab) detailing the progress made in achieving targets
                              set out in the Profit Improvement Plan and the
                              Four Zero Based Projects;

               (x)  (OTHER INFORMATION) promptly, any other information in
                    relation to the Mortgaged Property or its or its
                    Subsidiaries' financial condition or business which the
                    Agent may reasonably request; and

               (xi) (QUARTERLY RESULTS) no later than 14 Business Days after a
                    Quarterly Date (or such other time as agreed by the Borrower
                    and the Agent), the Borrower will provide to the Agent a
                    copy of the operating forecast for the current calendar
                    quarter and a copy of the operating results for the
                    immediately preceding calendar quarter.

          (b)  (ACCOUNTING PRINCIPLES) It will ensure that the Accounts provided
               to the Agent under paragraph (a):

               (i)  comply with current accounting practice except to the extent
                    disclosed in them and with all applicable laws; and

               (ii) give a true and fair view of the matters with which they
                    deal.

          (c)  (AUTHORISATIONS) It will ensure that each Authorisation required
               for:

               (i)  the execution, delivery and performance by it of the
                    Transaction Documents to which it is expressed to be a party
                    and the transactions contemplated by those documents;

               (ii) the validity and enforceability of those documents and the
                    effectiveness and priority of the Charge or any Collateral
                    Security; and

              (iii) the carrying on by it and its Subsidiaries of its and the
                    Business as now conducted or contemplated (including under
                    Environmental Law),

               is obtained and promptly renewed and maintained in full force and
               effect. It will pay all applicable fees for them. It will provide
               copies promptly to the Agent when they are obtained or renewed
               upon the request of the Agent.

          (d)  (NOTICE TO AGENT) It will notify the Agent as soon as it becomes
               aware of:

               (i)  any Event of Default or Potential Event of Default;

               (ii) any proposal by a Governmental Agency to acquire
                    compulsorily any of the Mortgaged Property or the whole or a
                    substantial part of its or any of its Subsidiaries' assets
                    or business;

              (iii) any substantial dispute between it or any of its
                    Subsidiaries and a Governmental Agency;

               (iv) any change in its Authorised Officers, giving specimen
                    signatures of any new Authorised Officer appointed, and,
                    where requested by the Agent, evidence satisfactory to the
                    Agent of the authority of any Authorised Officer;

               (v)  any change in its senior management; and

               (vi) any representation given under clause 14 that is incorrect
                    or misleading when made or repeated.

          (e)  (DISPOSAL OF ASSETS) It will not sell or otherwise dispose of,
               part with possession of, or create an interest in, any of the
               Mortgaged Property or all or a substantial part of its assets or
               agree or attempt to do so (whether in one or more related or
               unrelated transactions) except (and in the case of the Mortgaged
               Property, subject to the Charge and any Collateral Security):

               (i)  as permitted by paragraph (f);

               (ii) disposals of assets in exchange for other assets comparable
                    in value (other than a factoring on recourse terms or a sale
                    and Lease back or similar transaction); and

              (iii) disposals in the ordinary course of day-to-day trading at
                    arm's length for valuable commercial consideration of:

                    (A)  stock in trade; or

                    (B)  any other single asset having a book value less than or
                         equal to $500,000 or where total net book value of that
                         asset and all such other assets of the Group so
                         disposed of in any calendar year does not exceed
                         $1,500,000.

               Where a Subsidiary issues shares and its holding company does not
               acquire all the shares, or (as the case may be) a rateable
               portion of those shares according to its then shareholding, the
               holding company will be taken to have disposed of the shares it
               does not acquire.

          (f)  (NEGATIVE PLEDGE) It will not create or allow to exist a Security
               Interest over its assets other than:

               (i)  the Charge or any Collateral Security;

               (ii) a lien arising by operation of law in the ordinary course of
                    day-to-day trading and not securing Financial Indebtedness
                    where it duly pays the indebtedness secured by that lien
                    other than indebtedness contested in good faith; and

              (iii) a right of set off arising out of a banker/customer
                    relationship or implied by operation of law arising in the
                    ordinary course of its business.

          (g)  (SECURITY DEPOSIT) It will not deposit or lend money on terms
               that it will not be repaid until its or another person's
               obligations or indebtedness are performed or discharged. It will
               not deposit money with or lend money to a person (other than an
               Indemnified Party) to whom it is, or is likely to become,
               actually or contingently indebted except with a bank or other
               financial institution in the ordinary course of its business.

          (h)  (TITLE RETENTION) It will not enter into an agreement with
               respect to the acquisition of assets on title retention terms
               except in the ordinary course of day-to-day trading.

          (i)  (SALE AND LEASE BACK) It will not sell or otherwise dispose of
               any of its assets (other than Permitted Sale Assets) to a person
               where, under the terms of that sale or disposal, or under a
               related transaction, that asset is or may be Leased to a Relevant
               Company or its Associate.

          (j)  (PARTNERSHIP AND JOINT VENTURES) Without the Agent's prior
               written consent (such consent not to be unreasonably withheld),
               it will not enter into a partnership or joint venture with
               another person if the aggregate investment of the Group Members
               in, or the amount of any contractual undertaking of liability in
               any partnership or joint venture at the relevant date is, or
               would upon entering into that partnership or joint venture be,
               greater than $3,000,000.

          (k)  (CORPORATE EXISTENCE) It will do everything necessary to maintain
               its corporate existence in good standing. It will not transfer
               its jurisdiction of incorporation or enter any merger or
               consolidation.

          (l)  (COMPLIANCE WITH LAW) It will comply fully with all laws binding
               on it where non-compliance is reasonably likely to have a
               Material Adverse Effect.

          (m)  (PAY TAXES) It will pay all Taxes payable by it when due, but:

               (i)  it need not pay Taxes for which it has set aside sufficient
                    reserves and which are being contested in good faith, except
                    where failure to pay those Taxes may have a Material Adverse
                    Effect; and

               (ii) it will pay contested Taxes which it is liable to pay on the
                    final determination or settlement of the contest.

          (n)  (COMMERCIAL DEALINGS)

               (i)  It will not deal in any way with any person except at arms'
                    length in the ordinary course of business for valuable
                    commercial consideration.

               (ii) It will obtain a fair market rent or licence fee for any
                    Lease granted by it in respect of any Mortgaged Property.

              (iii) It will ensure that all sales by a Relevant Company of its
                    products are made on terms that not more than six months'
                    credit after delivery is granted for the purchase price.

          (o)  (DISTRIBUTIONS) It will not declare or make or carry into effect
               any Distribution (whether in cash or in kind and whether out of
               capital, profits, surplus or reserves) (other than a Distribution
               made to the Borrower or a Guarantor) in any period.

          (p)  (FINANCIAL ASSISTANCE) It will not:

               (i)  advance money or make available financial accommodation to
                    or for the benefit of; or

               (ii) give a Guarantee or Security Interest in connection with an
                    obligation or liability of,

               any person, but it may:

              (iii) deposit funds with a bank in the ordinary course of its
                    business unless it owes Financial Indebtedness to that bank
                    and the bank is not an Indemnified Party or a Beneficiary;
                    and

               (iv) issue performance Guarantees with respect to the obligations
                    of other Group Members in the ordinary course of business
                    where the aggregate maximum liability under all such
                    Guarantees given by Group Members outstanding at any time
                    does not exceed $3,000,000;

               (v)  allow its customers to acquire goods and services on
                    extended terms in the ordinary course of trading;

               (vi) enter into foreign exchange and interest rate hedging
                    arrangements in good faith on normal commercial terms at
                    arm's length in the ordinary course of business and meet
                    margin requirements under those arrangements;

              (vii) enter into the Transaction Documents; and

             (viii) advance money or make available financial accommodation to
                    or for the benefit of the Borrower or a Guarantor.

          (q)  (BUSINESS CONDUCT) It will carry on and conduct its business in a
               proper and efficient manner. It will not cease or materially
               change its business or the Business. It will not, and will ensure
               that each Relevant Company will not, take action whether by
               acquisition or otherwise which alone or in aggregate would
               materially alter the nature of the Business or the business of
               the Group taken as a whole.

          (r)  (FINANCIAL INDEBTEDNESS) It will not incur any Financial
               Indebtedness except:

               (i)  under the Transaction Documents;

               (ii) to any person who has given a Satisfactory Charge;

              (iii) Secured Financing;

               (iv) if that Financial Indebtedness is unsecured and, after it
                    incurs that Financial Indebtedness, the aggregate unsecured
                    Financial Indebtedness of the Group would not exceed
                    $500,000; or

               (v)  to a person who has entered into foreign exchange or
                    interest rate hedging agreements referred to in paragraph
                    (p)(vi).

               For the avoidance of doubt, the Borrower and each Guarantor is
               permitted to enter into finance and operating leases in the
               ordinary course of business.

          (s)  (SUBSIDIARIES)

               (i)  It will not create or acquire a Subsidiary unless at the
                    time of becoming a Subsidiary the Subsidiary becomes a
                    Guarantor pursuant to clause 33 and gives a Satisfactory
                    Charge.

               (ii) It will ensure that each of its Subsidiaries complies with
                    paragraphs (b) and (e) to (w) inclusive as if binding on
                    each of them and as if references to IT were to the
                    Subsidiary.

          (t)  (RATIFICATION) As shareholder of any Relevant Company, it
               ratifies and confirms the execution, delivery and performance by
               each Relevant Company of each Transaction Document. It will be
               taken to have ratified and confirmed the execution, delivery and
               performance of each Satisfactory Charge and each Guarantor
               Accession Deed to which any entity of which it is a shareholder
               is at any time expressed to be party.

          (u)  (ACQUISITIONS) It will not acquire or establish any business or
               acquire any shares in any person other than a Relevant Company.

          (v)  (CAPITAL EXPENDITURE) It will not incur capital expenditure:

               (i)  during the financial year ending 31 December 2001, in excess
                    of A$5,000,000;

               (ii) during the financial year ending 31 December 2002, in excess
                    of A$6,500,000; and

              (iii) during any other financial year, in excess of 130% of the
                    actual capital expenditure incurred in the immediately
                    preceding financial year,

               without the approval of the Agent such approval not to be
               unreasonably withheld. If the Agent does not respond to a request
               for additional capital expenditure within 30 days of the request
               being received by the Agent, the Agent's consent will be deemed
               to have been given.

          (w)  (JOINT VENTURE NOTICES) It will provide to the Agent any copies
               of material notices that are received in relation to the JV.

          (x)  (SENIOR MANAGEMENT EMPLOYMENT CONTRACTS) It must enter into an
               employment contract with David Head to act as chief executive
               officer The Borrower will notify the Agent of the employment of
               any other key executives.

               If David Head resigns, chooses not to renew his contract or
               becomes unable to carry out the role due to death or disability
               ("CEO EVENT"), the Borrower will:

                    (A)  immediately notify the Agent of the CEO Event; and

                    (B)  use all reasonable efforts to appoint a successor chief
                         executive officer within 6 months of the CEO Event (or
                         such longer period with the consent of the Agent such
                         consent not to be unreasonably withheld) and such chief
                         executive officer to be approved by the Majority
                         Participants (acting reasonably).

          (y)  (CHAPTER 11 MATTERS) The Borrower will undertake to provide the
               Agent with a monthly update on the status of the US Bankruptcy
               Court proceedings under Chapter 11 of the United States
               Bankruptcy Code relating to ABN.

UNDERTAKINGS RELATING TO MORTGAGED PROPERTY

     15.2 The Borrower and each Guarantor undertakes to each Indemnified Party
          as follows, except to the extent that the Agent acting on the
          instructions of the Majority Participants consents otherwise.

          (a)  (PAY OUTGOINGS)

               (i)  Subject to sub-paragraph (ii), it will promptly pay all
                    outgoings payable by it in respect of the Mortgaged Property
                    (including rent royalties and Taxes).

               (ii) It need not pay outgoings which are being contested in good
                    faith except where failure to pay may have a Material
                    Adverse Effect.

              (iii) It will pay contested outgoings which it is liable to pay
                    on the final determination or settlement of the contest.

               (iv) On request by the Agent it will immediately provide to the
                    Agent evidence of every payment covered by this undertaking.

          (b)  (MAINTENANCE)

               (i)  It will maintain the Mortgaged Property in a good state of
                    repair and in good working order and condition.

               (ii) On being reasonably required to do so by the Agent it will
                    immediately amend every material defect in the repair and
                    condition of the Mortgaged Property (fair wear and tear
                    excepted).

          (c)  (INSURANCE)

               (i)  (GENERAL OBLIGATION) In its name and in the name of the
                    Agent on behalf of the Participants it will:

                    (A)  insure and keep insured the Mortgaged Property which is
                         of an insurable nature to the full replacement or
                         re-instatement value; and

                    (B)  take out and keep in force other insurance with respect
                         to the Business, the Mortgaged Property and each
                         business in which the Mortgaged Property is used
                         (including any insurance reasonably requested by the
                         Agent and public risk, worker's compensation, product
                         liability, business interruption insurance and fidelity
                         insurance),

                    in the manner and to the extent:

                    (C)  which the Agent determines reasonable and customary for
                         a business enterprise engaged in a similar business and
                         in a similar locality, and for property of the nature
                         of the Mortgaged Property; or

                    (D)  for so long as the Agent has made no determination or
                         request under this sub-paragraph (i), which a business
                         enterprise holding similar property, and engaged in a
                         business in a similar locality, would prudently insure
                         against.

               (ii) (PAYMENT OF PREMIUMS) It will pay when due all premiums,
                    commissions, levies, stamp duties, charges and other
                    expenses necessary for taking out those insurance policies
                    and keeping them in force.

              (iii) (INSURERS) It will take out each insurance policy with
                    independent and reputable insurers approved by the Agent
                    located in jurisdictions approved by the Agent. The Agent
                    will not unreasonably withhold that approval.

               (iv) (INFORMATION) On request it will provide to the Agent
                    certificates of currency in respect of all insurance
                    policies, and other details on the insurance policies which
                    the Agent requires.

               (v)  (ANNUAL REPORT) On or about each anniversary of the date of
                    this Agreement it will provide to the Agent a report on
                    those insurance policies at the date of the report and on
                    claims and other material events with respect to those
                    insurances during the previous twelve months.

               (vi) (NO PREJUDICIAL ACTION) It will not do, permit, or omit to
                    do, anything which may prejudice an insurance policy.

              (vii) (CONTENTS OF POLICY) Without limiting sub-paragraph (i), it
                    will ensure that each insurance policy is on terms and
                    conditions satisfactory to the Agent and, without
                    limitation, provides that:

                    (A)  the Agent (on behalf of the Participants) is named as
                         loss payee with respect to payments required under
                         paragraph (B);

                    (B)  if in any 12 month period claims under the policy
                         exceed $250,000, proceeds in excess of that amount will
                         be paid to the Agent;

                    (C)  the insurer waives its right to set off or counter
                         claim or to make any other deduction or withholding
                         against the Agent and each person claiming under the
                         Agent;

                    (D)  all claims for insurance premiums, levies, stamp
                         duties, charges or commissions against the Agent and
                         each person claiming under the Agent are waived;

                    (E)  the insurer will not terminate the policy unless the
                         relevant default or breach remains unremedied for at
                         least 14 days after notice by the insurer to the Agent
                         specifying the default or breach;

                    (F)  to the extent that the policy covers the interest of
                         the Agent and the Participants the insurer will not
                         refuse or reduce a claim or cancel or avoid the policy
                         except where the right to do so results from the fraud
                         of the Agent or a Participant;

                    (G)  a claim for replacement or re-instatement value will be
                         paid even though the relevant asset is not replaced or
                         re-instated; and

                    (H)  there is no averaging provision.

              (viii) (REMEDY OF DEFAULT) If:

                    (A)  it fails to take out or to keep in force an insurance
                         policy;

                    (B)  the Agent determines that the insurer may become
                         entitled to cancel or avoid an insurance policy; or

                    (C)  the Agent reasonably determines that the insurer under
                         a policy may not be capable of meeting a claim,

                    the Agent may do anything which it determines is advisable
                    or necessary to take out or keep in force that policy or to
                    take out a new policy complying with this clause at the cost
                    of the Relevant Company and or in the name of the Relevant
                    Company or the Participants or both. The Agent is not
                    obliged to do anything under this sub-paragraph.

               (ix) (ENFORCEMENT BY AGENT) It will do everything (including
                    providing documents, evidence and information) necessary or
                    desirable in the opinion of the Agent to enable the Agent to
                    claim, and to collect or recover money due, under or in
                    respect of, an insurance policy.

               (x)  (NOTICE OF CLAIMS) As soon as possible it will notify:

                    (A)  each of:

                         (aa) the Agent; and

                         (ab) (when it is required or it is advisable to do so)
                              the relevant insurer,

                         of any event which does or may give rise to a claim of
                         $1,000,000 or its equivalent or more under an insurance
                         policy; and

                    (B)  the Agent of:

                         (aa) a cancellation, change or reduction in an
                              insurance policy;

                         (ab) an insurance policy becoming void or voidable; or

                         (ac) any other material circumstance or correspondence
                              relating to an insurance policy.

               (xi) (USE OF INSURANCE PROCEEDS) It will use the proceeds of all
                    insurance policies received by it as follows:

                    (A)  while an Event of Default subsists:

                         (aa) for a purpose described in sub-paragraph (B); or

                         (ab) towards payment of the Secured Moneys,

                         at the option of the Agent; or

                    (B)  if no Event of Default subsists:

                         (aa) to the extent necessary towards replacement,
                              repair or reimbursement of the Mortgaged Property;
                              and

                         (ab) to discharge the relevant liability or to make
                              good the relevant loss covered by the insurance
                              policy.

                    The Agent will make available all proceeds received by the
                    Agent as and when the proceeds are actually required. The
                    Relevant Company will apply any surplus to reduce the
                    Secured Moneys.

          (d)  (PRESERVATION AND PROTECTION OF SECURITY)

               (i)  It will promptly do everything necessary or reasonably
                    required by the Agent:

                    (A)  to preserve and protect the value of the Mortgaged
                         Property; and

                    (B)  to protect and enforce its title and the title of the
                         Agent and the Participants as mortgagee to the
                         Mortgaged Property.

               (ii) Without limiting the generality of sub-paragraph (i), it
                    will not permit lodgement of a caveat forbidding the
                    recording of an interest of it or the Agent or a Participant
                    in the Mortgaged Property.

              (iii) If a caveat is lodged (other than a caveat lodged by the
                    Agent on behalf of the Participants) it will promptly do
                    everything in its power to remove it.

               (iv) The generality of this paragraph does not limit, nor is it
                    limited by, the generality of any other paragraph of this
                    clause.

          (e)  (OTHER SECURITY INTERESTS) It will comply fully with all Security
               Interests affecting the Mortgaged Property and the obligations
               secured by those Security Interests.

          (f)  (ENVIRONMENTAL LAW) It will maintain procedures which in the
               reasonable opinion of the Agent are adequate to monitor:

               (i)  its compliance with Environmental Law and Authorisations;
                    and

               (ii) circumstances which may give rise to a claim or to a
                    requirement of substantial expenditure by it or of cessation
                    or material alteration of its activity (PERILOUS
                    CIRCUMSTANCES).

FINANCIAL UNDERTAKINGS

     15.3 The Borrower and each Guarantor undertake to each Indemnified Party as
          follows, except to the extent that the Agent acting on the
          instructions of the Majority Participants consents.

          (a)  It will ensure that the ratio of:

               (i)  EBITDA for the 12 month period immediately preceding the
                    relevant Test Date; to

               (ii) Interest Expense under this Agreement paid or payable in
                    cash during that period,

               is:

                    (A)  for the period to 31 March 2002, not less than 1.6:1;
                         and

                    (B)  from 1 April 2002 to the Final Maturity Date, not less
                         than 2:1; and

          (b)  It will ensure that the ratio of:

               (i)  Total Debt at each Test Date; to

               (ii) EBITDA for the 12 month period immediately preceding the
                    relevant Test Date

               is:

                    (A)  for the period to 31 March 2002, not greater than
                         11.4:1.

                    (B)  from 1 April 2002 to 31 March 2003, not greater than
                         9.6:1

                    (C)  from 1 April 2003 to the Final Maturity Date not
                         greater than 9.3:1

                         The ratios in this clause will be calculated:

                         (aa) monthly on a trailing 12 month basis; and

                         (ab) excluding any effect which may otherwise result
                              from the conversion of any of the Group's
                              operating Leases existing at the date of the
                              agreement to finance Leases.

                         The financial undertakings in this clause 15.3 will be
                         tested on each Test Date.

TERM OF UNDERTAKINGS

     15.4 Each undertaking in this clause continues from the date of this
          Agreement until the Secured Moneys are fully and finally repaid.

16   EVENTS OF DEFAULT

EVENTS OF DEFAULT

     16.1 Each of the following is an Event of Default (whether or not it is in
          the control of any Relevant Company).

          (a)  (OBLIGATIONS UNDER TRANSACTION DOCUMENTS) The Borrower or a
               Guarantor fails:

               (i)  to pay an amount payable by it under a Transaction Document
                    when due;

               (ii) to comply with any of its other obligations under a
                    Transaction Document (except where that failure is a failure
                    to pay an amount under clause 10.12, and that amount is less
                    than $500,000) and, if in the opinion of the Agent that
                    failure can be remedied within 10 Business Days, does not
                    remedy the failure within 10 Business Days of notice from
                    the Agent of that failure; or

              (iii) to satisfy within the time stipulated any condition
                    subsequent, anything which the Agent made a condition of its
                    waiving compliance with a condition precedent or undertaking
                    in a Transaction Document.

          (b)  (MISREPRESENTATION) A representation, warranty or statement by or
               on behalf of the Borrower or a Guarantor in a Transaction
               Document, or in a document provided under or in connection with a
               Transaction Document, is not true or is misleading when made or
               repeated such that it would have a Material Adverse Effect.

          (c)  (CROSS DEFAULT)

               (i)  Financial Indebtedness or Leases (where the Lease relates to
                    property with a value of $250,000 or more at the date of the
                    Lease) of a Relevant Company in an aggregate amount equal to
                    or greater than $1,000,000 or its equivalent:

                    (A)  is not paid when due (or within an applicable grace
                         period); or

                    (B)  becomes due and payable before its stated maturity or
                         expiry;

               (ii) a facility or obligation granted or owed by a person to a
                    Relevant Company to provide financial accommodation or to
                    acquire or underwrite Financial Indebtedness aggregating to
                    at least $250,000 or its equivalent is prematurely
                    terminated except in the case of voluntary termination as a
                    result of illegality; or

              (iii) an event of default as defined in another Transaction
                    Document occurs.

               For the purpose of this paragraph, if a person is required to
               provide cash cover for Financial Indebtedness as a result of an
               actual, likely or threatened default or an event of default or
               termination, cancellation, special prepayment or similar event,
               whatever called, that Financial Indebtedness will be taken to be
               due and payable.

          (d)  (ADMINISTRATION, WINDING UP, ARRANGEMENTS, INSOLVENCY ETC.)

               (i)  An administrator of a Relevant Company is appointed.

               (ii) Except for the purpose of a solvent reconstruction or
                    amalgamation previously approved by the Agent:

                    (A)  an application (other than an application which is
                         frivolous or vexatious and which is contested in good
                         faith) or an order is made, proceedings are commenced,
                         a resolution is passed or proposed in a notice of
                         meeting or an application to a court or other steps are
                         taken for:

                         (aa) the winding up, dissolution or administration of a
                              Relevant Company; or

                         (ab) a Relevant Company entering into an arrangement,
                              compromise or composition with or assignment for
                              the benefit of its creditors or a class of them,

                         (other than applications, proceedings, notices and
                         steps which are dismissed or withdrawn within 10
                         Business Days and which the Relevant Company contests
                         in good faith during that period); or

                    (B)  a Relevant Company ceases, suspends or threatens to
                         cease or suspend the conduct of all or a substantial
                         part of its business or disposes of or threatens to
                         dispose of a substantial part of its assets; or

              (iii) a Relevant Company:

                    (A)  is, or under legislation is presumed or taken to be,
                         insolvent (other than as the result of a failure to pay
                         a debt or claim the subject of a good faith dispute);
                         or

                    (B)  stops or suspends or threatens to stop or suspend
                         payment of all or a class of its debts.

          (e)  (ENFORCEMENT AGAINST ASSETS)

               (i)  A receiver, receiver and manager, administrative receiver or
                    similar officer is appointed to;

               (ii) a Security Interest is enforced over; or

              (iii) a distress, attachment or other execution is levied or
                    enforced or applied for over,

               all of the assets and undertaking of a Relevant Company or any
               such assets or undertaking with a value in excess of $500,000 and
               is not set aside, released or appealed against by the Relevant
               Company within 5 Business Days.

          (f)  (REDUCTION OF CAPITAL) Without the prior consent of the Agent, a
               Relevant Company:

               (i)  reduces its capital (including, without limitation, a
                    purchase by it of its shares but excluding a redemption of
                    redeemable shares or any redemption of shares held by David
                    Head as prescribed by his employment contract);

               (ii) passes a resolution to reduce its capital or to authorise it
                    to purchase its shares or a resolution under section 256B or
                    257A of the Corporations Law or an equivalent provision, or
                    calls a meeting to consider such a resolution, other than in
                    relation to any Part 2J.3 procedure contemplated by this
                    Agreement; or

              (iii) applies to a court to call any such meeting or to sanction
                    any such resolution or reduction.

          (g)  (INVESTIGATION) An investigation into all or part of the affairs
               of any Relevant Company commences under companies legislation in
               circumstances material to its financial condition.

          (h)  (ANALOGOUS PROCESS) Anything analogous to anything referred to in
               paragraphs (d) to (g) inclusive, or having substantially similar
               effect, occurs with respect to any Relevant Company under any
               overseas law or any law which commences or is amended after the
               date of this Agreement.

          (i)  (VITIATION OF DOCUMENTS)

               (i)  All or any part of a Transaction Document is terminated or
                    is or becomes void, illegal, invalid, unenforceable or of
                    limited force and effect; or

               (ii) a party becomes entitled to terminate, rescind or avoid all
                    or part of a Transaction Document; or

              (iii) a party other than the Agent or a Participant alleges or
                    claims that an event described in sub-paragraph (i) has
                    occurred or that it is entitled as described in
                    sub-paragraph (ii).

          (j)  (AMENDMENT OF ARTICLES) The memorandum or articles of association
               of the Borrower or a Guarantor are amended in a material respect
               adverse to the Indemnified Parties without the prior consent of
               the Agent (which will not be withheld unreasonably).

          (k)  (REVOCATION OF AUTHORISATION) An Authorisation which is material
               to the performance by any Relevant Company of a Transaction
               Document, or to the validity and enforceability of a Transaction
               Document, to the conduct of the Business or to the security of
               the Agent and the Participants, is repealed, revoked or
               terminated or expires, or is modified or amended or conditions
               are attached to it in a manner unacceptable to the Agent and
               which has a Material Adverse Effect, and is not replaced by
               another Authorisation acceptable to the Agent.

          (l)  (MATERIAL ADVERSE CHANGE) Any other event or series of events,
               whether related or not, occurs which has or is reasonably likely
               to have a Material Adverse Effect.

          (m)  (CONTROL) Without the prior consent of the Agent:

               (i)  40% or more of the voting shares in the Borrower are
                    acquired by any person or persons other than ABN or its
                    Related Corporations (where the acquisition of those shares
                    by that person or persons being subject to the terms of the
                    Shareholders Agreement); or

               (ii) ABN or its Related Corporations ceases to be the largest
                    shareholder in the Borrower and in no event hold less than
                    40% of the voting shares.

          (n)  (COMPULSORY ACQUISITION)

               (i)  All or any part of the Mortgaged Property or other assets of
                    a Relevant Company is compulsorily acquired by or by order
                    of a Governmental Agency or under law and that acquisition
                    is reasonably likely to have a Material Adverse Effect; or

               (ii) a Governmental Agency orders the sale, vesting or divesting
                    of all or any part of the Mortgaged Property or other assets
                    of a Relevant Company and that sale, vesting or divesting is
                    reasonably likely to have a Material Adverse Effect; or

              (iii) a Governmental Agency takes a step for the purpose of any
                    of the foregoing or proposes or threatens to do any of the
                    foregoing.

          (o)  (GOVERNMENTAL INTERFERENCE) A law or anything done by a
               Governmental Agency wholly or partially renders illegal, prevents
               or restricts the performance or effectiveness of a Transaction
               Document or otherwise has a Material Adverse Effect.

          (p)  (ENVIRONMENTAL EVENT)

               (i)  Any person takes action; or

               (ii) there is a claim; or

              (iii) there is a requirement of expenditure or of cessation or
                    alteration of activity,

               under Environmental Law, which has or is reasonably likely to
               have a Material Adverse Effect.

          (q)  (PROFIT IMPROVEMENT PROGRAM) The Borrower fails to carry out, and
               meet the terms of, the Profit Improvement Program to a degree
               which is unacceptable to the Majority Participants acting
               reasonably.

CONSEQUENCES

     16.2 In addition to any other rights provided by law or any Transaction
          Document, at any time after an Event of Default occurs under clause
          16.1(a) or any other Event of Default occurs which is not capable of
          being cured, the Agent may, and shall if the Majority Participants
          direct, do all or any of the following:

          (a)  by notice to the Borrower declare the Secured Moneys immediately
               due and payable, and the Borrower shall immediately pay the
               Secured Moneys;

          (b)  by notice to the Borrower cancel the Commitment;

          (c)  at the cost of the Borrower, appoint a firm of independent
               accountants or other experts to review and report to the Agent
               and the Participants on the affairs, financial condition and
               business of any Relevant Company.

          In respect of any Event of Default (other than an Event of Default
          referred to in clause 16.1(a) or an Event of Default which is not
          capable of being cured), the Agent may direct or do all or any of the
          acts referred to in paragraphs (a) to (c) above 5 Business Days after
          giving to the Borrower notice of the occurrence of the Event of
          Default.

          Each Relevant Company will do everything in its power to ensure the
          review and report referred to in paragraph (c) can be carried out
          promptly, completely and accurately. Without limitation, it will
          co-operate fully with the review and ensure that the accountants and
          experts are given access to all premises and records of each Relevant
          Company and are given all information concerning any Relevant Company
          which they require from time to time. It will ensure that all officers
          and employees of each Relevant Company do the same.

CASH COVER FOR LETTERS OF CREDIT

     16.3

          (a)  Each Participant shall hold by way of cash cover:

               (i)  any amount paid under clause 12.5 or clause 16.2(a) in
                    respect of the contingent liability under a Letter of Credit
                    or in respect of any other sum contingently owing; and

               (ii) interest credited under this clause.

          (b)  A Participant:

               (i)  may at any time apply any such moneys in or towards
                    satisfaction of any sum at any time payable by the Borrower
                    to the Participant under or in relation to any Transaction
                    Document; and

               (ii) shall apply any such moneys then remaining against any
                    amount payable under clause 10.10.

          (c)  Any moneys held under paragraph (a) (including interest) will
               accrue and be credited with interest at a rate and in the manner
               that the Participant determines would apply to deposits at call
               (or of any other term specified by the Agent) of a similar amount
               under its normal procedures.

          (d)  The balance of the moneys held under paragraph (a) (including
               interest) will only be repayable to the extent that on any day it
               exceeds the amount of the Secured Moneys payable to that
               Participant (including without limitation the face amounts of all
               outstanding Letters of Credit and all amounts which are then or
               may subsequently become contingently owing). When ever there is
               such an excess that excess will be payable on demand.

TECHNICAL DEFAULT IN PAYMENT

     16.4 (a)  Failure by the Borrower to pay an amount due will not constitute
               an Event of Default under clause 16.1(a)(i) if:

               (i)  before the exercise of the Agent's powers under clause 16.2
                    the Borrower demonstrates to the reasonable satisfaction of
                    the Agent that it had sufficient available funds with its
                    bankers and had given appropriate instructions to those
                    bankers to make that payment and that the payment would have
                    been made but for temporary technical or administrative
                    difficulties outside the control of the Borrower; and

               (ii) payment is received in the manner required within 3 Business
                    Days of the due date.

          (b)  If:

               (i)  the Agent notifies the Borrower by 3.00 pm (Sydney time) on
                    the due date for the relevant payment that the Agent has not
                    received the payment; and

               (ii) the Borrower does not satisfy the Agent under sub-paragraph
                    (a)(i) in relation to that payment by close of business on
                    that due date,

                    the Agent may exercise its powers under clause 16.2 on or at
                    any time after the Business Day following the date on which
                    the payment was due.

          In all other cases, the Agent will not exercise its powers under
          clause 16.2 until the 3 Business Days referred to in paragraph (a)(ii)
          have passed.

17       GUARANTEE

GUARANTEE

     17.1 The Guarantors jointly and severally unconditionally and irrevocably
          guarantee the due and punctual payment of the Secured Moneys. Each
          Guarantor enters into this Agreement for valuable consideration which
          includes, without limitation, the Indemnified Parties entering into
          this Agreement at its request.

PAYMENT

     17.2 On demand from time to time each Guarantor shall pay an amount equal
          to the Secured Moneys then due and payable in the same manner and
          currency which the Borrower is required to pay the Secured Moneys
          under the relevant Transaction Document (or would have been but for
          its Liquidation).

UNCONDITIONAL NATURE OF OBLIGATION

     17.3 Neither this Agreement nor the obligations of any Guarantor under this
          Agreement will be affected by anything which but for this provision
          might operate to release, prejudicially affect or discharge them or in
          any way relieve any Guarantor from any obligation including, without
          limitation:

          (a)  the grant to any person of any time, waiver or other indulgence,
               or the discharge or release of any person;

          (b)  any transaction or arrangement that may take place between any
               Indemnified Party and any person;

          (c)  the Liquidation of any person;

          (d)  any Indemnified Party becoming a party to or bound by any
               compromise, moratorium, assignment of property, scheme of
               arrangement, composition of debts or scheme of reconstruction by
               or relating to any person;

          (e)  any Indemnified Party exercising or delaying or refraining from
               exercising or enforcing any document or agreement or any right,
               power or remedy conferred on it by law or by any Transaction
               Document or by any other document or agreement with any person;

          (f)  the amendment, variation, novation, replacement, rescission,
               invalidity, extinguishment, repudiation, avoidance,
               unenforceability, frustration, failure, expiry, termination,
               loss, release, discharge, abandonment, assignment or transfer, in
               whole or in part and with or without consideration, of any
               Transaction Document or of any other document or agreement held
               by any Indemnified Party at any time or of any right, obligation,
               power or remedy;

          (g)  the taking or perfection of or failure to take or perfect a
               document or agreement;

          (h)  the failure by any person or any Indemnified Party to notify any
               Guarantor of any default by any person under any Transaction
               Document or any other document or agreement;

          (i)  any Indemnified Party obtaining a judgment against any person for
               the payment of any Secured Moneys;

          (j)  any legal limitation, disability, incapacity or other
               circumstance relating to any person;

          (k)  any change in any circumstance (including, without limitation, in
               the members or constitution of a person);

          (l)  this Agreement or any other document or agreement not being valid
               or executed by, or binding on, any person; or

          (m)  any increase in the Secured Moneys for any reason (including,
               without limitation, as a result of anything referred to above),

          whether with or without the consent of the Guarantors. None of the
          above paragraphs limits the generality of any other. A reference to
          "any person" includes, without limitation, the Borrower or any other
          Guarantor.

NO MARSHALLING

     17.4 No Indemnified Party is obliged to marshal or appropriate in favour of
          any Guarantor or to exercise, apply or recover:

          (a)  any Security Interest, Guarantee, document or agreement
               (including, without limitation, any Transaction Document) held by
               an Indemnified Party at any time; or

          (b)  any of the funds or assets that an Indemnified Party may be
               entitled to receive or have a claim on.

NO COMPETITION

     17.5 Until the Secured Moneys have been irrevocably paid and discharged in
          full no Guarantor is entitled to and shall not:

          (a)  be subrogated to any Indemnified Party or claim the benefit of
               any Security Interest or Guarantee held by any Indemnified Party
               at any time;

          (b)  either directly or indirectly prove in, claim or receive the
               benefit of, any distribution, dividend or payment arising out of
               or relating to the Liquidation of the Borrower or any other
               Guarantor or any other person who gives a Guarantee or Security
               Interest in respect of any Secured Moneys; or

          (c)  have or claim any right of contribution or indemnity from the
               Borrower or any other Guarantor or any other person who gives a
               Guarantee or Security Interest in respect of any Secured Moneys.

          The receipt of any distribution, dividend or other payment by any
          Indemnified Party out of or relating to any Liquidation will not
          prejudice the right of any Indemnified Party to recover the Secured
          Moneys by enforcement of this Agreement.

SUSPENSE ACCOUNT

     17.6 In the event of the Liquidation of the Borrower or any other person
          (including, without limitation, any Guarantor) each Guarantor
          authorises each Indemnified Party:

          (a)  to prove for all moneys which the Guarantors have paid that
               Indemnified Party under this Agreement; and

          (b)  to:

               (i)  retain and carry to a suspense account; and

               (ii) appropriate at the discretion of the Agent,

               any dividend received in the Liquidation of the Borrower or any
               other person and any other money received in respect of the
               Secured Moneys,

          until each Indemnified Party has been paid the Secured Moneys in full.

RESCISSION OF PAYMENT

     17.7 Whenever for any reason (including without limitation under any law
          relating to Liquidation, fiduciary obligations or the protection of
          creditors):

          (a)  all or part of any transaction of any nature (including, without
               limitation, any payment or transfer) made during the term of this
               Agreement which affects or relates in any way to the Secured
               Moneys is void, set aside or voidable;

          (b)  any claim that anything contemplated by paragraph (a) is so is
               upheld, conceded or compromised; or

          (c)  any Indemnified Party is required to return or repay any money or
               asset received by it under any such transaction or the equivalent
               in value of that money or asset,

          each Indemnified Party will immediately become entitled against each
          Guarantor to all rights in respect of the Secured Moneys and the
          Mortgaged Property which it would have had if all or the relevant part
          of the transaction or receipt had not taken place. Each Guarantor
          shall indemnify each Indemnified Party on demand against any resulting
          loss, cost or expense. This clause continues after this Agreement is
          discharged.



INDEMNITY
     17.8 If any Secured Moneys (including moneys which would have been Secured
          Moneys if they were recoverable) are not recoverable from the Borrower
          for any reason (including, without limitation, any legal limitation,
          disability, incapacity or thing affecting the Borrower) each Guarantor
          shall indemnify each Indemnified Party on demand and shall pay those
          moneys to the relevant Indemnified Party on demand.

          This applies whether or not:

          (a)  any transaction relating to the Secured Moneys was void or
               illegal or has been subsequently avoided; or

          (b)  any matter or fact relating to that transaction was or ought to
               have been within the knowledge of any Indemnified Party.

CONTINUING GUARANTEE AND INDEMNITY
     17.9 This clause:

          (a)  is a continuing guarantee and indemnity;

          (b)  will not be taken to be wholly or partially discharged by the
               payment at any time of any Secured Moneys or by any settlement of
               account or other matter or thing; and

          (c)  remains in full force until the Secured Moneys have been paid in
               full and the Guarantors have completely performed their
               obligations under this Agreement.

VARIATIONS
     17.10 This clause covers the Secured Moneys as varied from time to time
          including, without limitation, as a result of:

          (a)  any amendment to, or waiver under, any Transaction Document; or

          (b)  the provision of further accommodation to the Borrower,

          and whether or not with the consent of or notice to the Guarantors.
          This does not limit any other provision.

JUDGMENT
     17.11 A judgment obtained against the Borrower will be conclusive against
          each Guarantor.

CONDITIONS PRECEDENT
     17.12 Any condition or condition precedent to the provision of financial
          accommodation is for the benefit of the Indemnified Parties and not
          the Guarantors. Any waiver of or failure to satisfy such a condition
          or condition precedent will be disregarded in determining whether an
          amount is part of the Secured Moneys.

AMERICAN BANKNOTE NEW ZEALAND LIMITED
     17.13 Notwithstanding any other provision of any Transaction Document, the
          total amount recoverable under this Agreement against American
          Banknote New Zealand Limited at any time is the greater of:

          (a)  $2,550,000; or

          (b)  the value of the net assets of American Banknote New Zealand
               Limited (being the total assets less the amount of any of its
               liabilities which have priority ahead of its liabilities under
               the Transaction Documents) as determined by reference to the most
               recent Accounts delivered to Agent under clause 15.1(a)(i) or
               (ii),

          or its equivalent in other currencies as determined by the Agent.

18       INTEREST ON OVERDUE AMOUNTS
-------------------------------------------------------------------------------
ACCRUAL AND PAYMENT
     18.1 (a)  (ACCRUAL)  Interest accrues on each unpaid amount which remains
               due and payable beyond the date for payment by the Borrower or a
               Guarantor under or in respect of any Transaction Document
               (including interest payable under this clause):

               (i)   on a daily basis up to the date of actual payment from (and
                     including) the due date or, in the case of an amount
                     payable by way of reimbursement or indemnity, the date of
                     disbursement or loss, if earlier;

               (ii)  both before and after judgment (as a separate and
                     independent obligation); and

              (iii) at the rate provided in clause 18.2.

          (b)  (PAYMENT) The Borrower and each Guarantor shall pay interest
               accrued under this clause on demand by the Agent and on the last
               Business Day of each calendar quarter. That interest is payable
               in the currency of the unpaid amount on which it accrues.

RATE
     18.2 The rate applicable under this clause is the sum of 2% per annum plus
          the higher of:

          (a)  the rate (if any) applicable to the amount immediately before the
               due date; and

          (b)  the sum of the Margin and the rate determined by the Agent on a
               monthly basis to be its buying rate as at or about 10 am (Sydney
               time) for bills of exchange which are accepted by an Australian
               bank selected by the Agent and which have a term not exceeding
               one month.

19       FEES
-------------------------------------------------------------------------------
FEES - GENERAL
     19.1 The Borrower shall pay to the Agent and the Participants the fees
          agreed between them.

     19.2 [intentionally omitted]

LETTER OF CREDIT FEE
     19.3 (a)  (a) A letter of credit fee accrues at a rate equal to the Margin
               on the daily amount on each Participant's Share of the amount for
               which each Letter of Credit is effective.

          (b)  The fee is calculated on the actual number of days elapsed.

          (c)  The Borrower shall pay any accrued letter of credit fee to each
               Participant in advance on the first Business Day of each calendar
               quarter.

          (d)  If a Letter of Credit expires or is terminated or cancelled prior
               to the end of a calendar quarter, each Participant shall refund
               so much of the letter of credit fee paid to it which relates to
               that Letter of Credit with respect to the period after the date
               on which that Letter of Credit expired or has terminated or been
               cancelled.

REFUND OF FEES
     19.4 In the event that the Agent or Participants cancel the Commitments
          before any financial accommodation has been provided to the Borrower
          under this Agreement, the Agent and the Participants shall refund to
          the Borrower any fees paid under clauses 19.2 and 19.3 less any costs
          or expenses incurred by them in relation to the Facilities or the
          Transaction Documents.

20   INDEMNITIES
-------------------------------------------------------------------------------
          On demand the Borrower shall indemnify each Indemnified Party against
          any loss, cost, charge, liability or expense the Indemnified Party (or
          any officer of employee of the Indemnified Party) may sustain or incur
          as a direct or indirect consequence of:

          (a)  the occurrence of any Event of Default or the breach of any
               Transaction Document;

          (b)  any exercise or attempted exercise in good faith of any right,
               power or remedy under any Transaction Document or any failure to
               exercise any right, power or remedy;

          (c)  any omission from:

               (i)  any information memorandum or loan proposal prepared or
                    authorised by it; or

               (ii) any document or information prepared, provided or authorised
                    by it,

               or any claim in respect of any of the above (including
               legal costs on a full indemnity basis);

          (d)  a Segment, or an amount under the LC Facility, requested in a
               Drawdown Notice not being provided for any reason (including,
               without limitation, failure to fulfil any condition precedent but
               excluding any wilful default or gross negligence by the
               Indemnified Party which is claiming under this clause); or

          (e)  a Participant receiving payments of principal in respect of any
               Segment or other portion of its Commitment before the last day of
               its Funding Period or day on which interest is calculated with
               respect to it for any reason, including, without limitation,
               prepayment under this Agreement, but excluding wilful default or
               gross negligence by the Agent.

               Without limitation the indemnity will cover any amount determined
               by the relevant Participant to be incurred by reason of the
               liquidation or re-employment of deposits or other funds
               acquired or contracted for by the relevant Participant to
               fund or maintain any Segment or amount (including loss of
               margin) and by reason of the reversing or termination of any
               agreement or arrangement entered into by the relevant
               Participant to hedge, fix or limit its effective cost of
               funding or maintaining any Segment or amount.

21       CONTROL ACCOUNTS
-------------------------------------------------------------------------------
          The accounts kept by the Agent constitute sufficient evidence, unless
          proven wrong, of the amount at any time due from the Borrower under
          this Agreement.

22       EXPENSES
-------------------------------------------------------------------------------
          On demand the Borrower shall reimburse:

          (a)  the Agent for its reasonable out-of-pocket expenses in relation
               to the preparation, execution and completion of the Transaction
               Documents and any subsequent consent, agreement, approval, waiver
               or amendment;

          (b)  each Indemnified Party for its out-of-pocket expenses in relation
               to:

               (i)  any actual enforcement of the Transaction Documents, or
                    actual exercise or preservation of any rights, powers or
                    remedies under the Transaction Documents or in relation to
                    the Mortgaged Property; and

               (ii) any inquiry by a Governmental Agency concerning any Relevant
                    Company or a transaction or activity for which, or in
                    connection with which, financial accommodation or funds
                    raised under a Transaction Document are used or provided.

          This includes, without limitation, legal costs and expenses (including
          in-house lawyers charged at their usual rates) on a full indemnity
          basis travelling and out of pocket expenses, any expenses incurred in
          any review or environmental audit or in retaining consultants to
          evaluate matters of material concern to the Indemnified Parties, and
          (in relation to paragraph (b)) administrative costs including any time
          of its executives (whose time and costs are to be charged at
          reasonable rates).

23       STAMP DUTIES
-------------------------------------------------------------------------------
     23.1 The Borrower shall pay all stamp, transaction, registration and
          similar Taxes (including fines and penalties) which may be payable in
          relation to the execution, delivery, performance or enforcement of any
          Transaction Document or any payment or receipt or any other
          transaction contemplated by any Transaction Document.

     23.2 Those Taxes include financial institutions duty, debits tax or other
          Taxes payable by return and Taxes passed on to any Indemnified Party
          by bank or financial institution.

     23.3 On demand the Borrower shall indemnify each Indemnified Party against
          any liability resulting from delay or omission to pay those Taxes
          except to the extent the liability results from failure by the
          Indemnified Party to pay any Tax after having been put in funds to do
          so by the Borrower.

24       SET-OFF
-------------------------------------------------------------------------------
          If an Event of Default has occurred and subsists, the Borrower and
          each Guarantor severally irrevocably authorises each Indemnified Party
          to apply any credit balance in any currency (whether or not matured)
          in any of its accounts with any branch of that Indemnified Party
          towards satisfaction of any sum at any time due and payable by it to
          that Indemnified Party under or in relation to any Transaction
          Document. No Indemnified Party is obliged to make the application.

25       WAIVERS, REMEDIES CUMULATIVE
-------------------------------------------------------------------------------
     25.1 No failure to exercise and no delay in exercising any right, power or
          remedy under any Transaction Document operates as a waiver. Nor does
          any single or partial exercise of any right, power or remedy preclude
          any other or further exercise of that or any other right, power or
          remedy.

     25.2 The rights, powers and remedies provided to the Indemnified Parties in
          the Transaction Documents are in addition to, and do not exclude or
          limit, any right, power or remedy provided by law.

26      SEVERABILITY OF PROVISIONS
-------------------------------------------------------------------------------
          Any provision of any Transaction Document which is prohibited or
          unenforceable in any jurisdiction is ineffective as to that
          jurisdiction to the extent of the prohibition or unenforceability.
          That does not invalidate the remaining provisions of that Transaction
          Document nor affect the validity or enforceability of that provision
          in any other jurisdiction.

27      SURVIVAL OF REPRESENTATIONS AND INDEMNITIES
-------------------------------------------------------------------------------
     27.1 All representations and warranties in any Transaction Document survive
          the execution and delivery of the Transaction Documents and the
          provision of advances and accommodation.

     27.2 Each indemnity in any Transaction Document:

          (a)  is a continuing obligation;

          (b)  is a separate and independent obligation; and

          (c)  survives termination or discharge of the relevant Transaction
               Document.

28      MORATORIUM LEGISLATION
-------------------------------------------------------------------------------
          To the full extent permitted by law all legislation which at any time
          directly or indirectly:

          (a)  lessens, varies or affects in favour of the Borrower or a
               Guarantor any obligation under a Transaction Document; or

          (b)  delays, prevents or prejudicially affects the exercise by any
               Indemnified Party of any right, power or remedy conferred by any
               Transaction Document,

          is excluded from the Transaction Documents.

29      ASSIGNMENTS
-------------------------------------------------------------------------------
ASSIGNMENT BY BORROWER AND GUARANTOR
     29.1 Neither the Borrower nor any Guarantor may assign or transfer any of
          its rights or obligations under this Agreement without the prior
          written consent of the Agent acting on the instructions of all
          Participants.

ASSIGNMENT BY PARTICIPANTS
     29.2 A Participant may assign or transfer all or any of its rights or
          obligations under the Transaction Documents at any time if:

          (a)  any necessary prior Authorisation is obtained;

          (b)  the Participant has obtained the consent of the Borrower (which
               consent must not be unreasonably withheld);

          (c)  the minimum amount of the participation being assigned is
               $2,500,000; and

          (d)  in the case of a transfer of obligations, the transfer is
               effected by a substitution in accordance with clause 29.3.

          For the avoidance of doubt, a Participant may only deal with its
          interest in any Shares in accordance with the terms of the
          Shareholders Agreement.

SUBSTITUTION CERTIFICATES
     29.3 (a)  If a Participant wishes to substitute a new bank or financial
               institution for all or part of its participation under this
               Agreement, it and the substitute shall in the Australian Capital
               Territory or outside Australia execute and deliver to the Agent
               four counterparts of a certificate substantially in the form of
               annexure F.

          (b)  On receipt of the certificate, if the Agent is satisfied that the
               substitution complies with clause 29.2, it shall promptly:

               (i)  notify the Borrower;

               (ii) countersign the counterparts on behalf of all other parties
                    to this Agreement;

              (iii) enter the substitution in a register kept by it (which will
                    be conclusive); and

               (iv) retain one counterpart and deliver the others to the
                    retiring Participant, the substitute Participant and the
                    Borrower.

          (c)  When the certificate is countersigned by the Agent the retiring
               Participant will be relieved of its obligations to the extent
               specified in the certificate and the substitute Participant will
               be bound by the Transaction Documents as stated in the
               certificate.

          (d)  Each other party to this Agreement irrevocably authorises the
               Agent to sign each certificate on its behalf.

          (e)  Unless the Agent otherwise agrees, no substitution may be made
               while any Drawdown Notice is current.

DISCLOSURE
     29.4 A Participant may disclose to a proposed assignee, transferee or
          sub-participant information which relates to any Relevant Company or
          was furnished in connection with the Transaction Documents if it first
          obtains the consent of the Borrower (who shall not unreasonably
          withhold or delay that consent).

NO INCREASED COSTS
     29.5 Despite anything to the contrary in this Agreement, if a Participant
          assigns its rights under this Agreement the Borrower will not be
          required to pay any net increase in the total amount of costs, Taxes,
          fees or charges which is a direct consequence of the assignment and of
          which the Participant or its assignee was aware or ought reasonably to
          have been aware on the date of the assignment or change (except to the
          extent agreed upon between the Borrower and the Participant or its
          assignee). For this purpose only a substitution under clause 29.3 will
          be regarded as an assignment.

30      RELATIONSHIP OF PARTICIPANTS TO AGENT
-------------------------------------------------------------------------------
AUTHORITY
     30.1 (a)  Subject to clause 30.15 each Participant irrevocably appoints the
               Agent to act as its agent under the Transaction Documents. The
               Agent has all powers expressly delegated to it by the Transaction
               Documents together with all other powers reasonably incidental to
               those powers.

          (b)  The Agent has no duties or responsibilities except those
               expressly set out in the Transaction Documents.

INSTRUCTIONS; EXTENT OF DISCRETION
     30.2 (a)  In the exercise of all its rights, powers and discretions under
               the Transaction Documents the Agent shall act in accordance with
               the instructions (if any) of the Majority Participants or (where
               so specified) of all Participants.

          (b)  In the absence of those instructions, the Agent need not act but
               may act as it sees fit in the best interests of the Participants.

          (c)  Any action taken by the Agent under the Transaction Documents
               binds all the Participants.

          (d)  The Agent is not obliged to consult with the Participants before
               giving any consent, approval or agreement or making any
               determination under the Transaction Documents except where this
               Agreement expressly provides otherwise.

NO OBLIGATION TO INVESTIGATE AUTHORITY
     30.3 (a)  Neither the Borrower nor any Guarantor need enquire whether any
               instructions have been given to the Agent by all Participants or
               the Majority Participants or as to the terms of those
               instructions.

          (b)  As between the Borrower and the Guarantors on the one hand and
               the Agent and the Participants on the other, all action taken by
               the Agent under the Transaction Documents will be taken to be
               authorised.

AGENT NOT A FIDUCIARY
     30.4 The Agent will not be taken to owe any fiduciary duty to any
          Participant, any Relevant Company or any other person except as
          expressly provided in a Transaction Document.

EXONERATION
     30.5 Neither the Agent nor any of its respective directors, officers,
          employees, agents, attorneys, Related Corporations or successors is
          responsible to the Participants for, or will be liable (whether in
          negligence or on any other ground whatever) in respect of:

          (a)  any conduct relating to, contained in or relying on, any loan
               proposal or information memorandum, any Transaction Document or
               any document or agreement referred to in or received under any
               Transaction Document;

          (b)  the value, validity, effectiveness, genuineness, enforceability
               or sufficiency of any loan proposal or information memorandum,
               any Transaction Document or any other document or agreement;

          (c)  any failure by any Relevant Company to perform its obligations;
               or

          (d)  any action taken or omitted to be taken by it or them under any
               Transaction Document except in the case of its or their own
               wilful misconduct or gross negligence.

DELEGATION
     30.6 The Agent may employ agents and attorneys.

RELIANCE ON DOCUMENTS AND EXPERTS
     30.7 The Agent may rely on:

          (a)  any document (including any facsimile transmission, telegram or
               telex) believed by it to be genuine and correct; and

          (b)  advice and statements of lawyers, independent accountants and
               other experts selected by the Agent.

NOTICE OF TRANSFER
     30.8 The Agent may treat each Participant as the holder of the
          Participant's rights under the Transaction Documents until the Agent
          has received either a substitution certificate under this Agreement or
          a notice of assignment satisfactory to the Agent.

NOTICE OF DEFAULT
     30.9 (a)  The Agent will be taken not to have knowledge of the occurrence
               of an Event of Default or Potential Event of Default unless the
               Agent has received notice from a Participant or Relevant Company
               stating that an Event of Default or Potential Event of Default
               has occurred and describing it.

          (b)  If the Agent receives notice or the officers of the Agent having
               day to day responsibility for the transaction become aware that
               an Event of Default has occurred, the Agent shall notify the
               Participants, subject to clause 30.14(c).

AGENT AS PARTICIPANT AND BANKER
     30.10 (a) The Agent in its capacity as a Participant has the same rights
               and powers under the Transaction Documents as any other
               Participant. It may exercise them as if it were not acting as the
               Agent.

          (b)  The Agent may engage in any kind of business with any Relevant
               Company as if it were not the Agent. It may receive consideration
               for services in connection with any Transaction Document and
               otherwise without having to account to the Participants.

INDEMNITY TO AGENT
     30.11 (a) The Participants shall indemnify the Agent on demand (to the
               extent not reimbursed by any Relevant Company under any
               Transaction Document) rateably in accordance with their
               respective Commitments against any loss, cost, liability, expense
               or damage the Agent may sustain or incur directly or indirectly
               under or in relation to the Transaction Documents except to the
               extent that the loss, cost, liability, expense or damage arises
               by reason of the wilful default, gross negligence or fraud of the
               Agent.

          (b)  No Participant is liable under this sub-clause for any of the
               above to the extent that they arise from the Agent's wilful
               misconduct, gross negligence or fraud.

          (c)  The Borrower shall indemnify each Participant on demand against
               any amount paid under paragraph (a). This does not limit its
               liability under any other provision.

INDEPENDENT INVESTIGATION OF CREDIT
    30.12 Each Participant confirms that it has made and will continue to make,
          independently and without reliance on the Agent or any other
          Participant:

          (a)  its own investigations into the affairs of the Relevant
               Companies; and

          (b)  its own analyses and decisions whether to take or not take action
               under any Transaction Document.

NO MONITORING
    30.13 The Agent is not required to keep itself informed as to the
          compliance by any Relevant Company with any Transaction Document or
          any other document or agreement or to inspect any property or book of
          any Relevant Company.

INFORMATION
     30.14 (a) The Agent shall provide to each Participant a copy of each
               notice, report and other document which is provided to the Agent
               in sufficient copies for the Participants under the Transaction
               Documents.

          (b)  The Borrower and each Guarantor authorises the Agent to provide
               any Participant with any information concerning any Relevant
               Company's affairs which may otherwise come into the possession of
               the Agent. The Agent is not obliged to do so.

          (c)  The Agent is not obliged to disclose any information relating to
               any Relevant Company if in the opinion of the Agent (on the basis
               of the advice of its legal advisers) disclosure would or might
               breach a law or a duty of secrecy or confidence.

REPLACEMENT OF AGENT
     30.15 (a) Subject to the appointment of a successor Agent as provided in
               this clause:

               (i)  the Agent may resign at any time by giving not less than 60
                    days notice to the Participants and to the Borrower; and

               (ii) the Majority Participants may remove the Agent from office
                    by giving not less than 30 days notice to the Borrower and
                    the Agent.

          (b)  Upon notice of resignation or removal the Majority Participants
               have the right to appoint a successor Agent approved by the
               Borrower and who accepts the appointment.

          (c)  If no successor Agent is appointed within 60 days after notice,
               the retiring Agent may on behalf of the Participants appoint a
               successor Agent approved by the Borrower who accepts the
               appointment.

          (d)  On its appointment the successor Agent will have all the rights,
               powers and obligations of the retiring Agent. The retiring Agent
               will be discharged from its rights, powers and obligations.

          (e)  The retiring Agent shall execute and deliver all documents or
               agreements which are necessary or in its opinion desirable to
               transfer to the successor Agent each Security Interest and
               Guarantee held by the retiring Agent in relation to the Secured
               Moneys or to effect the appointment of the successor Agent.

          (f)  After any retiring Agent's resignation or removal, this clause
               will continue in effect in respect of anything done or omitted to
               be done by it while it was acting as Agent.

          (g)  The Borrower shall not unreasonably withhold its approval of any
               proposed successor Agent. It shall respond as soon as practicable
               to any request for approval.

          (h)  The Borrower need not pay the cost of the appointment of a
               successor Agent under this clause.

AMENDMENT OF TRANSACTION DOCUMENTS
    30.16 Each Participant authorises the Agent to agree with the other parties
          to any Transaction Document to amend any Transaction Document or give
          any consent or waiver if:

          (a)  the amendment, consent or waiver will not increase the
               Commitments or other obligations of the Participants, change the
               dates or amounts of payment of any of the Secured Moneys, release
               any of the Mortgaged Property or amend clause 18, this sub-clause
               or any provision under which the agreement or instructions of all
               Participants or the Majority Participants are required; and

          (b)  the Agent is satisfied that the amendment, consent or waiver is
               made to correct a manifest error or an error of a minor nature or
               that the amendment, consent or waiver is of a formal or technical
               nature only.

          Each Participant will be bound by any amendment, consent or waiver so
          agreed to by the Agent as if it were party to the relevant amendment
          agreement or the relevant consent or waiver.

    30.17 The following matters require instructions from all Participants:

          (a)  increases to the Commitments or other obligations of the
               Participants;

          (b)  changes to the dates or amounts of payment of any of the Secured
               Moneys;

          (c)  a change to the Final Maturity Date or the extension of a
               previously determined Payment Date;

          (d)  a change to the definition of Majority Participants;

          (e)  a change to the Margin;

          (f)  the giving of a direction to the Security Trustee to release
               (either in whole or in part) any of the Mortgaged Property
               (except where such release is required or consistent with the
               Transaction Documents); and

          (g)  a change to or a waiver in respect of the undertakings contained
               in clause 15.

    30.18 In relation to all matters other than those under clause 30.16 and
          clause 30.17, the Majority Participants may instruct the Agent and, if
          they do, the Agent agrees to act in accordance with the instructions.

    30.19 In relation to any instruction to be given to the Security Trustee:

          (a)  for a matter covered by clause 7 of the Shareholders Agreement,
               the Majority Participants who are entitled to the Shares held by
               the Security Trustee may instruct the Security Trustee to act and
               if they do, the Security Trustee agrees to act in accordance with
               the instructions; and

          (b)  for the exercise of the option contained in clause 9 ("OPTION")
               of the Shareholders Agreement, all of the Participants who are
               entitled to the Shares held by the Security Trustee must
               unanimously instruct the Security Trustee to exercise the Option
               and if they do, the Security Trustee agrees to exercise the
               Option.

SUBSCRIPTION FOR STOCK
    30.20 No Participant may subscribe for any Stock (as defined in the
          Debenture Trust Deed) unless the Agent has first consented to the
          issue of that Stock and the face value of that Stock.

31       PROPORTIONATE SHARING
-------------------------------------------------------------------------------
SHARING
     31.1 Whenever any Participant receives or recovers any money in respect of
          any sum due from a Relevant Company under a Transaction Document in
          any way (including without limitation by set-off) except through
          distribution by the Agent under this Agreement:

          (a)  the Participant shall immediately notify the Agent;

          (b)  the Participant shall immediately pay that money to the Agent
               (unless the Agent directs otherwise);

          (c)  the Agent shall treat the payment as if it were a payment by the
               Relevant Company on account of all sums then payable to the
               Indemnified Parties; and

               (i)  the payment or recovery will be taken to have been a payment
                    for the account of the Agent and not to the Participant for
                    its own account, and to that extent the liability of the
                    Relevant Company to the Participant will not be reduced by
                    the recovery or payment, other than to the extent of any
                    distribution received by the Participant under paragraph
                    (c); and

               (ii) (without limiting sub-paragraph (i)) immediately on the
                    Participant making or becoming liable to make a payment
                    under paragraph (b), the Borrower shall indemnify the
                    Participant against the payment to the extent that (despite
                    sub-paragraph (i)) its liability has been discharged by the
                    recovery or payment.

          If the Participant is required to disgorge or unwind all or part of
          the relevant recovery or payment then the other Participants shall
          repay to the Agent for the account of the Participant the amount
          necessary to ensure that all the Participants share rateably in the
          amount of the recovery or payment retained. Paragraphs (c) and (d)
          above apply only to the retained amount.

REFUSAL TO JOIN IN ACTION
     31.2 A Participant who does not accept an invitation to join an action
          against the Borrower or does not share in the costs of the action (in
          each case having been given a reasonable opportunity to do so) is not
          entitled to share in any amount so recovered.

32       AGENT DEALINGS
-------------------------------------------------------------------------------
           Except where expressly provided otherwise:

          (a)  all correspondence under or in relation to the Transaction
               Documents between a Participant on the one hand, and the Borrower
               or a Guarantor on the other, will be addressed to the Agent; and

          (b)  the Participants and the Borrower and the Guarantors severally
               agree to deal with and through the Agent in accordance with this
               Agreement.

33       ADDITION OF GUARANTORS
-------------------------------------------------------------------------------
     33.1 (NEW GUARANTOR) The Borrower shall ensure that each company which
          becomes a Subsidiary of a Group Member becomes a Guarantor for the
          purposes of this Agreement by entering into a Guarantor Accession Deed
          within 60 days (or any longer period which the Agent and the Borrower
          may agree, the Agent's agreement not to be unreasonably withheld) of
          becoming a Subsidiary (each such company a NEW GUARANTOR).

     33.2 (ACCESSION DEED) Upon execution of a Guarantor Accession Deed by a New
          Guarantor and the Agent, the New Guarantor shall be taken to be a
          Guarantor for the purposes of this Agreement with all the rights and
          obligations as if it were an original party to this Agreement and to
          have made the representations and warranties in clause 14.1 and/or
          clause 14.3 on the date of such execution.

     33.3 (CONDITIONS PRECEDENT) The Borrower shall ensure that before a New
          Guarantor becomes a Guarantor, the Agent has received in form and
          substance satisfactory to it any document or evidence relating to that
          accession it may require, including without limitation:

          (a)  (CONFIRMATION OF WARRANTIES): a certificate signed by a director
               of the Borrower confirming that upon execution of the Guarantor
               Accession Deed the representations and warranties set out in
               clauses 14.1 and 14.3 will be correct in relation to the New
               Guarantor; and

          (b)  (VERIFICATION CERTIFICATE): a certificate in relation to the New
               Guarantor given by a director of the New Guarantor providing
               certified copies of the documents referred to in clauses 3.1(a),
               (b) and (c) of the Amending and Restatement Deed with respect to
               the New Guarantor and dated not earlier than 14 days before its
               execution of the Guarantor Accession Deed.

34       NOTICES
-------------------------------------------------------------------------------
          All notices, requests, demands, consents, approvals, agreements or
          other communications to or by a party to this Agreement:

          (a)  must be in writing;

          (b)  must be signed by an Authorised Officer of the sender; and

          (c)  will be deemed to be duly given or made:

               (i)  (in the case of delivery in person or by post or facsimile
                    transmission) when delivered, received or left at the
                    address of the recipient shown in this Agreement or to any
                    other address which it may have notified the sender; or

               (ii) (in the case of a telex) on receipt by the sender of the
                    answerback code of the recipient at the end of transmission,

               but if delivery or receipt is on a day on which business is not
               generally carried on in the place to which the communication is
               sent or is later than 4 pm (local time), it will be taken to have
               been duly given or made at the commencement of business on the
               next day on which business is generally carried on in that place.

35       AUTHORISED OFFICERS
-------------------------------------------------------------------------------
          The Borrower and each Guarantor irrevocably authorises each
          Indemnified Party to rely on a certificate by any person purporting to
          be its director or secretary as to the identity and signatures of its
          Authorised Officers. The Borrower and each Guarantors warrants that
          those persons have been authorised to give notices and communications
          under or in connection with the Transaction Documents.

          Each Guarantor warrants that each Authorised Officer of the Borrower
          is authorised to sign Drawdown Notices on behalf of each Guarantor.

36       GOVERNING LAW AND JURISDICTION
-------------------------------------------------------------------------------
GOVERNING LAW AND JURISDICTION
     36.1 This Agreement is governed by the laws of New South Wales. The
          Borrower and each Guarantor submits to the non-exclusive jurisdiction
          of courts exercising jurisdiction there.

PROCESS AGENTS
     36.2 Each Relevant Company situated outside Australia irrevocably:

          (a)  nominates the Borrower as its agent to receive service of process
               or other documents in any action, suit or proceedings brought in
               relation to any Transaction Document; and

          (b)  agrees that service of any such process or documents on the
               Borrower will be sufficient service on it.

          The Borrower irrevocably and unconditionally accepts that appointment.

37       COUNTERPARTS
-------------------------------------------------------------------------------
          This Agreement may be executed in any number of counterparts. All
          counterparts together will be taken to constitute one instrument.

38       ACKNOWLEDGEMENT BY BORROWERS AND GUARANTORS
-------------------------------------------------------------------------------
          The Borrower and each Guarantor confirms that:

          (a)  it has not entered into this Agreement in reliance on, or as a
               result of, any conduct of any kind of or on behalf of any
               Indemnified Party or any Related Corporation of any Indemnified
               Party (including, without limitation, any advice, warranty,
               representation or undertaking); and

          (b)  neither any Indemnified Party nor any Related Corporation of any
               Indemnified Party is obliged to do anything (including, without
               limitation, disclose anything or give advice),

          except as expressly set out in the Transaction Documents or in writing
          duly signed by or on behalf of any Indemnified Party or Related
          Corporation.

39       CONSENTS AND OPINIONS
-------------------------------------------------------------------------------
          Except where expressly stated any Indemnified Party may give or
          withhold, or give conditionally, approvals and consents, may be
          satisfied or unsatisfied, may form opinions, and may exercise rights,
          powers and remedies at its absolute discretion.



EXECUTED as an agreement


<PAGE>


SCHEDULE 1   GUARANTORS

NAME (ACN)                              PLACE OF               ADDRESS
                                       INCORPORATION

ABN Australasia Holdings Pty Limited   Victoria           1144 Nepean Highway
(ABN 11 072 977 229)                                      Highett, Victoria 3190

American Banknote Pacific Pty Ltd      Victoria           1144 Nepean
(ABN 19 072 977 265)                                      Highett, Victoria 3190

American Banknote Australasia Pty Ltd  Victoria           1144 Nepean Highway
(ABN 25 072 977 292)                                      Highett, Victoria 3190

Leigh-Mardon Payment Systems Pty       Victoria           1144 Nepean Highway
Limited (ABN 32 006 412 657)                              Highett, Victoria 3190

American Banknote New                  New Zealand        c/- Chapman Tripp
Zealand Limited                                           Sheffield Young
                                                          Level 1
                                                          AMP Centre
                                                          1 Grey Street
                                                          Wellington
                                                          New Zealand

<PAGE>


SCHEDULE 2                        PARTICIPANTS

PART A - CASH ADVANCE FACILITY

      1                                   2                     3
  PARTICIPANT                         COMMITMENT            ADDRESS FOR
                                         ($)               CORRESPONDENCE

The Chase Manhattan Bank             15,608,054.81         Level 26
(ABN 93 074 112 011)                                       225 George Street
                                                           Sydney NSW 2000
                                                           Fax:  9250 4592
                                                           Tel:  9250 4230
                                                           Att:  Jason Lee

SG Australia Limited                 15,608,054.81         Level 21
(ABN 72 002 093 021)                                       400 George Street
                                                           Sydney NSW 2000
                                                           Fax:  9221 5313
                                                           Tel:  9210 8000
                                                           Att:  Executive
                                                                 Manager Credit

Credit Lyonnais S.A                  10,763,889.29         Agence GCI 4309 c/o
                                                           Agence Internationale
                                                           27-29 Rue de Choiseul
                                                           75002 Paris
                                                           France
                                                           Fax:+ (331) 4295 4832
                                                           Tel:+ (331) 4295 0531
                                                           Attn:  Magali Corot

BOS International (Australia)        11,148,611.52         Level 11
Limited (ABN 23 066 601 250)                               50 Carrington Street
                                                           Sydney NSW 2000
                                                           Fax: 9248 2199
                                                           Tel: 9248 2100

Bank of Western Australia Limited    11,148,611.52         Level 7
(ABN 22 050 494 454)                                       Grosvenor Place
                                                           225 George Street
                                                           Sydney NSW 2000
                                                           Fax:  9253 6250
                                                           Tel   9253 6258

The Toronto-Dominion Bank            15,608,055.77         Level 34
(ABN 74 082 818 175)                                       Rialto Tower South
                                                           525 Collins Street
                                                           Melbourne Vic 3000
                                                           Fax:  (03) 9614 1613
                                                           Tel:  (03) 9993 1209
                            TOTAL:  $79,885,277.72


<PAGE>


PART B - LC FACILITY

       1                                 2                 3
  PARTICIPANT                        COMMITMENT         ADDRESS FOR
                                        ($)            CORRESPONDENCE

The Chase Manhattan Bank              1,127,778.56      Level 26
(ABN 43 074 112 011)                                    225 George Street
                                                        Sydney NSW 2000
                                                        Fax:  9250 4592
                                                        Tel:  9250 4230
                                                        Att:  Jason Lee

SG Australia Limited                  1,127,778.56      Level 21
(ABN 72 002 093 021)                                    400 George Street
                                                        Sydney NSW 2000
                                                        Fax:  9221 5313
                                                        Tel:  9220 8000
                                                        Att:  Executive
                                                              Manager Credit

Credit Lyonnais S.A.                    694,444         Agence GCI 4309 c/o
                                                        Agence Internationale
                                                        27-29 Rue de Choiseul
                                                        75002 Paris
                                                        France
                                                        Fax:  + (331) 4295 4832
                                                        Tel:  + (331) 4295 0531
                                                        Attn: Magali Corot

BOS International (Australia)           805,555.11      Level 11
Limited (ABN 23 066 601 250)                            50 Carrington Street
                                                        Sydney NSW 2000
                                                        Fax:  9248 2199
                                                        Tel:  9248 2100

Bank of Western Australia Limited       805,555.11      Level 7
(ABN 22 050 494 454)                                    Grosvenor Place
                                                        225 George Street
                                                        Sydney NSW 2000
                                                        Fax:  9253 6250
                                                        Tel   9253 6258

The Toronto-Dominion Bank             1,127,777.55      Level 34
(ABN 74 082 818 175)                                    Rialto Tower South
                                                        525 Collins Street
                                                        Melbourne Vic 3000
                                                        Fax:  (03) 9614 1613
                                                        Tel:  (03) 9993 1209
        TOTAL:                      $ 5,688,888.89


<PAGE>


SCHEDULE 3                 [NOT USED]
-------------------------------------------------------------------------------


                                SCHEDULE NOT USED


<PAGE>


SCHEDULE 4                 [NOT USED]
-------------------------------------------------------------------------------


                                SCHEDULE NOT USED



<PAGE>


ANNEXURE A                        DRAWDOWN NOTICE
------------------------------------------------------------------------------

         To:      Yvonne Blunt
                  Chase Securities Australia Ltd
                  Level 25
                  225 George Street
                  SYDNEY  NSW  2000
                  Facsimile: (612) 9251 3371

          AMENDED AND RESTATED SENIOR DEBT FACILITY - DRAWDOWN NOTICE NO. [*]

          We refer to the Amended and Restated Senior Debt Facility Agreement
          dated [  ] (the FACILITY AGREEMENT).

          Under Clause 5 of the Facility Agreement:

          (1)  we give you irrevocable notice that we wish to draw under
               [FACILITY OR FACILITIES] on [DATE] (the DRAWDOWN DATE); [NOTE:
               DATE IS TO BE A BUSINESS DAY.]

          (2)  the total principal amount to be drawn is [*];

          [NOTE:  AMOUNT TO COMPLY WITH THE LIMITS IN CLAUSE 2.]

          (3)  particulars of each Segment of the Cash Advance Facility are as
               follows:

          FACILITY               FUNDING                     PERIOD




          [NOTE: AMOUNTS TO COMPLY WITH CLAUSE 5 AND LENGTH OF FUNDING PERIOD TO
          COMPLY WITH CLAUSE 6.]

          (4)  Total Debt for the immediately preceding four quarters for which
               Accounts have been prepared was [*];

          (5)  EBITDA for the immediately preceding four quarters for which
               Accounts have been prepared was [*];

          (6)  we request that the proceeds be remitted to account number [*] at
               [*] [in the case of the [*] Facility, and to account number [*]
               at [*] in the case of the [*] Facility];

          (7)  we represent and warrant on behalf of the Borrower and each
               Guarantor that:

               (a)  [(except as disclosed in paragraph (c)] the representations
                    and warranties in the Facility Agreement (other than those
                    referred to in clause 14.3 of the Facility Agreement as not
                    repeating) are true as though they were made at the date of
                    this Drawdown Notice and the Drawdown Date specified above
                    in respect of the facts and circumstances then subsisting;
                    [and]

               (b)  [(except as disclosed in paragraph (c)] no Event of Default
                    or Potential Event of Default is subsisting or will result
                    from the drawing; [and]

               [(c) details of the exceptions to paragraphs (a) and (b) are as
                    follows: [*], and we [have taken/propose] the following
                    remedial action [*];]

          [NOTE: INCLUSION OF A STATEMENT UNDER PARAGRAPH (C) WILL NOT PREJUDICE
          THE CONDITIONS PRECEDENT IN THE AGREEMENT.]

          [(8) details of the Beneficiary and the Secured Financing with respect
               to the Letter of Credit are as follows:

               Beneficiary:

               Nature of Secured Financing:

               Maturity:

               Amount:   ]

          Definitions in the Facility Agreement apply when used in this Drawdown
          Notice.



          On behalf of
          [*] LIMITED



          By:                                     [Authorised Officer]


          DATED





<PAGE>


ANNEXURE B                        GUARANTOR ACCESSION DEED
-------------------------------------------------------------------------------


         DEED dated                 between:

1.   [NAME OF GUARANTOR] (ABN [*]) (the NEW GUARANTOR); and

2.   CHASE SECURITIES AUSTRALIA LIMITED (ABN 52 002 888 011) of Level 35, AAP
     Centre, 259 George Street, Sydney, New South Wales (the AGENT).


     RECITALS

A.   Under a Loan Agreement (the FACILITY AGREEMENT) dated [ ] between ABN
     Australasia Limited as Borrower, the Agent and the Participants named in
     that agreement, the Participants agree to provide the Borrower with a
     facility (the FACILITY) under which cash advances and letters of credit may
     be made available to the Borrower.

B.   The New Guarantor enters into this Deed for valuable consideration which
     includes, without limitation, the Indemnified Parties continuing to provide
     the Facility to the Borrower and refraining from exercising their
     respective rights under clause 16.2 of the Facility Agreement.

[C.  The New Guarantor as a Subsidiary of the Borrower wishes to assume the
     rights and obligations of a Guarantor under the Facility Agreement which
     have been authorised in accordance with Part 2J.3 of the Corporations Law.]
     [FOR LMPS]


     IT IS AGREED AS FOLLOWS

1.   In this Deed terms defined in the Facility Agreement have the same meaning.

2.   The New Guarantor shall as and from the date of this Deed irrevocably be a
     Guarantor for the purposes of the Facility Agreement as if named as a party
     to the Facility Agreement in the capacity of a Guarantor. The New Guarantor
     agrees to comply with the Facility Agreement and all their terms and
     conditions shall bind the New Guarantor accordingly.

3.   This Deed is governed by the laws of New South Wales.

4.   Each attorney executing this Deed states that he has no notice of the
     revocation of his power of attorney.


     SIGNED SEALED and DELIVERED          )
     on behalf of                         )
     [*] LIMITED                          )
     by its attorney                      )
     in the presence of:                  )

     Attorney

     Print Name

     Witness

    Print Name


    SIGNED SEALED and DELIVERED           )
         on behalf of                     )
         CHASE SECURITIES AUSTRALIA       )
         LIMITED  by its attorney         )
         in the presence of:              )

         Signature

         Witness  Print name

         Print name





<PAGE>


ANNEXURE C                    LETTER OF CREDIT AUTHORISATION
--------------------------------------------------------------------------


         FACSIMILE TRANSMISSION


         To:      Yvonne Blunt
                  Chase Securities Australia Ltd
                  Level 25
                  225 George Street
                  SYDNEY  NSW  2000
                  Facsimile: (612) 9251 3371

         SENIOR DEBT FACILITY

         We refer to your facsimile dated [*] notifying us that [American
         Banknote Australasia Limited] (the BORROWER) has requested the issue of
         [a/the] Letter[s] of Credit under a Drawdown Notice dated [*].

         In accordance with clause 10.1(c) of the Senior Debt Facility Agreement
         dated [ ], we authorise you as Agent to execute and issue on or after
         the Drawdown Date specified in that Notice [a/the] Letter[s] of Credit
         in [CURRENCY] for our Share (as defined in the Facility Agreement) of
         the [principal/face] amount requested by the Borrower.


         On behalf of [Participant]
         Authorised Officer


         DATED                                   20[*]





<PAGE>


ANNEXURE D                     FORM OF LETTER OF CREDIT
------------------------------------------------------------------------------


          [DATE]

          TO:      [NAME AND ADDRESS OF BENEFICIARY]


          Dear Sirs

          The Banks listed in the Schedule (the BANKS) have pleasure in
          detailing the particulars of a several Letter of Credit issued in your
          favour.

          IRREVOCABLE SEVERAL STANDBY LETTER OF CREDIT NO. [*]

          DATED             20[*]



          ON ACCOUNT OF:   ABN Australasia Limited (the BORROWER)

          BENEFICIARY:     [*] (the BENEFICIARY)

          TOTAL AMOUNT:    [Maximum limit of liability $[      ] (divided
                           between the Banks in the shares (the SHARES) listed
                           in the Schedule).]

          [Maximum limit of principal liability $[ ] [or any lesser amount which
          remains outstanding from time to time under the Secured Financing
          referred to below] [plus, [, at any time, accrued interest relevant to
          the amount remaining outstanding under the Secured Financing at that
          time/accrued interest on the principal outstanding for a period of [*
          ] months] [and costs, charges and expenses of up to $[ * ] (divided
          between the Banks in the shares (the SHARES) listed in the Schedule).

          [For these purposes an amount is still taken to be OUTSTANDING, DUE
          and PAYABLE if it would have been outstanding, due or payable if the
          Secured Financing had been valid and enforceable or the Borrower was
          not in Liquidation.]

         EXPIRY DATE:      [*] 20[*]

         AVAILABLE AT:     Chase Securities Australia Limited (the AGENT),
                           Level 35, 259 George Street, Sydney  NSW  2000

         BY DRAFTS ON:     Each of the Banks in the proportions of their
                           respective Shares.

         PAYABLE AT:       Sight.

         ENFACED:          "Drawn under ABN Australasia Limited Several Standby
                           Letter of Credit No. [*] dated [*] 20[*]"

         RETURNABLE TO:    The Agent, The Chifley Tower, 2 Chifley Square,
                           Sydney NSW 2000.

         ISSUED IN
         CONNECTION WITH:  [DETAILS OF SECURED FINANCING] (the SECURED
                           FINANCING)

          Drafts drawn under this Letter of Credit must be payable to the credit
          of an account in the name of the Beneficiary, must be delivered to the
          Agent at the address at which this Letter of Credit is expressed to be
          available at or before 3 pm (Sydney time) on the expiry date specified
          above and must be accompanied by a declaration stating that:

          (a)  the declarants are two officers of the Beneficiary, making the
               declaration on behalf of the Beneficiary;

          (b)  the declarants have authority to make the declaration on behalf
               of the Beneficiary;

          (c)  the declaration is made under Letter of Credit No. [*];

          (d)  the amount claimed is not more than the maximum amount available
               under that Letter of Credit;

          (e)  the amount claimed represents an amount or amounts remaining
               unpaid to the Beneficiary in respect of the Secured Financing in
               accordance with arrangements made between the Beneficiary and the
               Borrower; and

          (f)  demand for payment of that amount has been made by the
               Beneficiary on the Borrower and that demand remains unsatisfied.

          The amount of this Letter of Credit will automatically reduce by the
          amount of all drawings under it.

          There is no responsibility on the Agent or the Banks to investigate
          the authenticity of the declarations or the declarants' capacity or
          entitlement to make the declaration.

          Each Bank severally engages with the Beneficiary that drafts drawn on
          it in compliance with this Letter of Credit in respect of its Share
          will be paid by that Bank on presentation of the draft to the Agent.

          The Agent is not responsible for the performance of any other Bank. No
          Bank is responsible for the performance of any other Bank or the
          Agent.

          This Letter of Credit is subject to the Uniform Customs and Practice
          for Documentary Credits (1993 Revision) International Chamber of
          Commerce Publication No. 500.

          On behalf of Chase Securities Australia Limited as Agent for the
          Banks:



          Authorised Signatory                      Authorised Signatory



                                    SCHEDULE

              THE BANKS                                    SHARES - %


<PAGE>


ANNEXURE E                        FINANCIAL INDEBTEDNESS
-------------------------------------------------------------------------------


[TO BE CONFIRMED]



GROUP MEMBER                    LENDER                AMOUNT OF       TYPE OF
                                                      FINANCIAL       FINANCIAL
                                                    INDEBTEDNESS    INDEBTEDNESS

ABN Australasia Limited     National Australia      152,803.37       Guarantee
                            Bank Limited

ABN Australasia Limited     National Australia       35,957.56       Guarantee
                            Bank Limited

ABN Australasia Limited     National Australia      173,591.76       Guarantee
                            Bank Limited

ABN Australasia Limited     National Australia       90,000.00       Guarantee
                            Bank Limited

ABN Australasia Limited     National Australia      250,000.00       Guarantee
                            Bank Limited

ABN Australasia Limited     National Australia        8,065.00       Guarantee
                            Bank  Limited




<PAGE>


ANNEXURE F                        SUBSTITUTION CERTIFICATE
--------------------------------------------------------------------------------

     for a Participation of $[*]

     relating to the Senior Debt Facility Agreement (the FACILITY
     AGREEMENT) dated [ ] between, among others, American Banknote
     Australasia Limited as Borrower, the Participants named in the
     Facility Agreement and Chase Securities Australia Limited as Agent
     between:

1.   [NAME] (the SUBSTITUTE PARTICIPANT);

2.   [NAME] (the RETIRING PARTICIPANT); and

3.   [*] (the AGENT) for itself and on behalf of the other parties to the
     Facility Agreement.


     IT IS AGREED as follows:

1.   DEFINITIONS

     1.1  In this Certificate terms defined in the Facility Agreement have the
          same meanings and the following terms shall have the following
          meanings unless the context otherwise requires.

          SUBSTITUTED PARTICIPATION means the Commitment of the Retiring
          Participant [and the participation in the Principal Outstanding drawn
          under that Commitment] [in respect of the following Segments:] [NOTE:
          TO BE INSERTED IF ONLY PART OF PARTICIPATION IS BEING SUBSTITUTED.]

          DATE    FACILITY    FUNDING      CURRENCY          AMOUNT OF
                              PERIOD                       PARTICIPATION



          amounting to a principal amount of $[*].

          SUBSTITUTION DATE means the date of countersignature of this
          Certificate by the Agent [or [*] whichever is the later]. [NOTE:
          INSERT ANY OTHER DATE OR DATES AS APPROPRIATE.]

     1.2  Clause 1.2 of the Facility Agreement applies to this Certificate.

2.   SUBSTITUTION

     2.1  RELEASE OF RETIRING PARTICIPANT

          The Retiring Participant will cease to have its rights and obligations
          as a Participant under the Transaction Documents [relating to the
          Substituted Participation] [NOTE: INSERT IF ONLY PART OF COMMITMENT
          ASSUMED.] with effect from and including the Substitution Date. It
          will remain entitled to and bound by rights and obligations which
          accrue up to the Substitution Date.

     2.2  ASSUMPTION BY SUBSTITUTE PARTICIPANT

          With effect from and including the Substitution Date:

          (a)  the Substitute Participant and each of the parties to the
               Facility Agreement will assume obligations towards each other and
               acquire rights against each other which are identical to the
               rights and obligations which cease under clause 2.1, except to
               the extent the obligations so assumed and rights so acquired
               relate to the identity of or location of the Substitute
               Participant and not to the identity of or location of the
               Retiring Participant; and

          (b)  the Substitute Participant will be taken to be a party to the
               Facility Agreement as a Participant with a Commitment [and
               participation in the Principal Outstanding] equal to the
               Substituted Participation. [NOTE: CONSIDER IF AGREEMENTS OTHER
               THAN FACILITY AGREEMENT ARE TO BE NOVATED, E.G. GUARANTEES. IF
               SO, INSERT LANGUAGE IN THOSE DOCUMENTS. BUT BE CAREFUL ABOUT
               INCLUDING CHARGES AND MORTGAGES AS NOVATION WOULD MEAN NEW
               DUTIABLE DOCUMENTS.]

3.   INDEPENDENT ASSESSMENT BY SUBSTITUTE PARTICIPANT

     Without limiting the generality of clause 2 the Substitute Participant
     agrees as specified in clause 30.5 (EXONERATION) and 30.12 (INDEPENDENT
     INVESTIGATION OF CREDIT) of the Facility Agreement. Those clauses apply
     (subject to any agreement to the contrary) as if references to the Agent
     included the Retiring Participant. This certificate is a Transaction
     Document for the purposes of the Facility Agreement.

4.   PAYMENTS

     From and including the Substitution Date the Agent shall make all payments
     due under the Transaction Documents in relation to the Substituted
     Participation to the Substitute Participant. The Retiring Participant and
     the Substitute Participant shall make directly between themselves the
     payments and adjustments which they agree with respect to accrued interest,
     fees, costs and other amounts attributable to the Substituted Participation
     before the Substitution Date.

5.   LETTERS OF CREDIT

     (a)  For the purpose of the Facility Agreement any outstanding several
          Letters of Credit issued for the account of the Retiring Participant
          included in the Substituted Participation will be taken to have been
          issued for the account of the Substitute Participant in the place of
          the Retiring Participant. The Substitute Participant accordingly shall
          indemnify unconditionally the Retiring Participant against any
          liability of the Retiring Participant as issuer of the Letters of
          Credit.

     (b)  The indemnity of the Borrower under clause 10.13 of the Facility
          Agreement extends to any liability of the Substitute Participant under
          this clause.

6.   WARRANTY

     The Retiring Participant and the Substitute Participant jointly and
     severally represent and warrant to the other parties that clause 29.2(b) of
     the Facility Agreement has been complied with in relation to the Substitute
     Participant.

7.   NOTICES

     For the purpose of the Facility Agreement, the Lending Office and address
     for correspondence of the Substitute Participant is the address set out
     below.

[8.  REGISTRATION FEE

     A registration fee of [*]$[*] is payable to the Agent (except where the
     Substitute Participant is a Related Corporation) on delivery of this
     Certificate to the Agent.]

9.   LAW

     This Certificate is governed by the laws of New South Wales.



     Signed by the authorised representatives of the parties [in the Australian
     Capital Territory/[insert place outside of Australia]]. [NOTE: BE CAREFUL
     ABOUT DELETING THESE WORDS AS THEY ARE DESIGNED TO ENSURE THAT THE
     SUBSTITUTION CERTIFICATE IS NOT SIGNED IN A PLACE WHERE IT WILL BE A
     DUTIABLE INSTRUMENT.]


     THE RETIRING PARTICIPANT
     [NAME]



     by:





     THE SUBSTITUTE PARTICIPANT
     [NAME]



     by:




     Lending Office [and address for correspondence]:

     [Telex No.]

     [Address for correspondence:] [NOTE: IF DIFFERENT FROM LENDING OFFICE]



     Countersigned by an authorised representative of the Agent for itself
     and for the other parties to the Facility Agreement.

     THE AGENT
     [NAME]



     by:



<PAGE>


ANNEXURE G                        CORPORATE TREE
-------------------------------------------------------------------------------






<PAGE>





                              AMENDED AND RESTATED
                              SENIOR DEBT FACILITY
                                    AGREEMENT


                         THIS IS THE ANNEXURE OF 97 PAGES
                          DESCRIBED IN THE AMENDING AND
                          RESTATEMENT DEED (SENIOR DEBT
                          FACILITY) DATED 26 JUNE 2001








<PAGE>

CONTENTS             SENIOR DEBT FACILITY AGREEMENT
------------------------------------------------------------------

                     1    DEFINITIONS AND INTERPRETATION                       1

                          Definitions                                          1
                          Interpretation                                      13
                          Determination, statement and certificate            14
                          Document or agreement                               14
                          Repayment and prepayment                            14
                          Principal                                           14
                          Trust                                               14
                          Current accounting practice and accounting terms    15
                          Outstanding                                         15
                          Debenture Trust Deed                                15

                     2    COMMITMENTS                                         15

                          Commitments                                         15
                          Allocation among Participants                       15
                          Obligations several                                 15

                     3    CANCELLATION OF COMMITMENTS                         16

                          During Availability Period                          16
                          Allocation among Participants                       16
                          At end of Availability Period                       16

                     4    PURPOSE                                             16

                          Cash Advance Facility                               16
                          LC Facility                                         16
                          Acknowledgment                                      17

                     5    DRAWDOWN NOTICES                                    17

                          When notice to be given - Cash Advance Facility     17
                          When notice to be given - LC Facility               17
                          Minimum Drawing                                     17
                          Notification of Participants                        17

                     6    SELECTION OF FUNDING PERIODS                        17


                     7    REPAYMENT                                           18

                          Repayment - Cash Advance Facility                   18
                          Repayment - LC Facility                             18
                          Allocation among Participants                       18
                          Allocation among Segments                           18
                          Mandatory Repayments                                18

                     8    PREPAYMENTS                                         20

                          Voluntary prepayments                               20
                          Voluntary prepayment on expiry of Funding Period    20
                          Interest                                            20
                          Limitation on prepayments                           20
                          Apportionment                                       20
                          Redrawing                                           20

                     9    CASH ADVANCE FACILITY                               20

                          Advance of Segment                                  20
                          Repayment                                           21
                          Interest                                            21
                          Preparation of Reliquefication Bills                21
                          Requirements of Reliquefication Bills               21
                          Dealing with Reliquefication Bills                  22
                          Indemnity                                           22
                          Stamp duty on Reliquefication Bills                 22

                     10   LETTER OF CREDIT FACILITY                           22

                          Issue of Letters of Credit                          22
                          Form                                                23
                          Number                                              23
                          Expiry date                                         23
                          Amount                                              23
                          Secured Financing                                   23
                          Participant as Beneficiary                          23
                          Agent's authority                                   23
                          Notification of issue                               24
                          Drawings procedure                                  24
                          Recovery by Agent                                   24
                          Payment of Secured Financings by Group Member       24
                          Indemnity                                           24
                          Obligations unconditional                           25
                          Indemnity from Participants to Agent                26

                     11   PAYMENTS                                            26

                          Manner                                              26
                          Payment to be made on Business Day                  26
                          Distribution by Agent                               26
                          Appropriation where insufficient moneys available   26
                          Unanticipated default                               26
                          Rounding                                            27
                          Withholding tax                                     27

                     12   CHANGES IN LAW                                      28

                          Increased costs                                     28
                          Minimisation                                        29
                          Survival of obligations                             29
                          Prepayment on increased costs                       29
                          Illegality                                          30

                     13   CONDITIONS PRECEDENT                                30


                     14   REPRESENTATIONS AND WARRANTIES                      31

                          Representations and warranties                      31
                          Reliance on representations and warranties          35
                          Repetition for Guarantors                           35

                     15   UNDERTAKINGS                                        36

                          General undertakings                                36
                          Undertakings relating to Mortgaged Property         44
                          Financial undertakings                              48
                          Term of undertakings                                49

                     16   EVENTS OF DEFAULT                                   49

                          Events of Default                                   49
                          Consequences                                        54
                          Cash cover for letters of credit                    55
                          Technical default in payment                        55

                     17   GUARANTEE                                           56

                          Guarantee                                           56
                          Payment                                             56
                          Unconditional nature of obligation                  56
                          No marshalling                                      58
                          No competition                                      58
                          Suspense account                                    58
                          Rescission of payment                               59
                          Indemnity                                           59
                          Continuing guarantee and indemnity                  59
                          Variations                                          60
                          Judgment                                            60
                          Conditions precedent                                60
                          American Banknote New Zealand Limited               60

                     18   INTEREST ON OVERDUE AMOUNTS                         60

                          Accrual and payment                                 60
                          Rate                                                61

                     19   FEES                                                61

                          Fees - general                                      61
                          Letter of credit fee                                61
                          Refund of fees                                      62

                     20   INDEMNITIES                                         62


                     21   CONTROL ACCOUNTS                                    63


                     22   EXPENSES                                            63


                     23   STAMP DUTIES                                        63


                     24   SET-OFF                                             64


                     25   WAIVERS, REMEDIES CUMULATIVE                        64


                     26   SEVERABILITY OF PROVISIONS                          64


                     27   SURVIVAL OF REPRESENTATIONS AND INDEMNITIES         64


                     28   MORATORIUM LEGISLATION                              65


                     29   ASSIGNMENTS                                         65

                          Assignment by Borrower and Guarantor                65
                          Assignment by Participants                          65
                          Substitution certificates                           65
                          Disclosure                                          66
                          No increased costs                                  66

                     30   RELATIONSHIP OF PARTICIPANTS TO AGENT               67

                          Authority                                           67
                          Instructions; extent of discretion                  67
                          No obligation to investigate authority              67
                          Agent not a fiduciary                               67
                          Exoneration                                         68
                          Delegation                                          68
                          Reliance on documents and experts                   68
                          Notice of transfer                                  68
                          Notice of default                                   68
                          Agent as Participant and banker                     69
                          Indemnity to Agent                                  69
                          Independent investigation of credit                 69
                          No monitoring                                       69
                          Information                                         70
                          Replacement of Agent                                70
                          Amendment of Transaction Documents                  71
                          Subscription for Stock                              72

                     31   PROPORTIONATE SHARING                               72

                          Sharing                                             72
                          Refusal to join in action                           73

                     32   AGENT DEALINGS                                      73

                     33   ADDITION OF GUARANTORS                              73

                     34   NOTICES                                             74

                     35   AUTHORISED OFFICERS                                 75

                     36   GOVERNING LAW AND JURISDICTION                      75

                          Governing Law and Jurisdiction                      75
                          Process agents                                      75

                     37   COUNTERPARTS                                        75

                     38   ACKNOWLEDGEMENT BY BORROWERS AND GUARANTORS         75

                     39   CONSENTS AND OPINIONS                               76

                     SCHEDULE 1       GUARANTORS                              77

                     SCHEDULE 2       PARTICIPANTS                            78

                     SCHEDULE 3       [NOT USED]                              81

                     SCHEDULE 4       [NOT USED]                              82

                     ANNEXURE A       DRAWDOWN NOTICE                         83

                     ANNEXURE B       GUARANTOR ACCESSION DEED                85

                     ANNEXURE C       LETTER OF CREDIT AUTHORISATION          87

                     ANNEXURE D       FORM OF LETTER OF CREDIT                88

                     ANNEXURE E       FINANCIAL INDEBTEDNESS                  90

                     ANNEXURE F       SUBSTITUTION CERTIFICATE                91

                     ANNEXURE G       CORPORATE TREE                          95