<PAGE>
                                                                    EXHIBIT 10.4



                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]





                                                        Date: 30 January 2003
Prestolite Electric Limited
Larden Road
Acton
London
W37RP
Attn: John Walker

Dear Sirs

                             Our Reference: D8550683
                           Re: GBP Amortising Baserate
                                      Swap

The purpose of this document (this "Agreement") is to set forth the terms and
conditions of the transaction (the "Transaction") entered into between National
Westminster Bank plc ("Bank") and yourselves ("Counterparty") on the Trade Date
specified below.

Terms used in upper case in this Agreement shall have the meaning given to them
in Part B of this Agreement unless otherwise specified.

This Agreement evidences a complete and binding agreement between you and us as
to the terms of the transaction, which are as follows.


Part A
Notional Amount                          Please see Schedule A

Trade Date                               30 December 2002 (time of trade is
                                         available upon request)

Effective Date                           30 December 2002

Termination Date                         30 December 2007, subject to
                                         adjustment in accordance with the
                                         Business Day Convention

Counterparty Payments

Counterparty Payment Dates               Every 30 March, 30 June, 30 September
                                         and 30 December from and including 30
                                         March 2003 to and including the
                                         Termination Date. subject to adjustment
                                         IN accordance with the Business Day
                                         Convention

Counterparty Period End Dates            Every 30 March, 30 June, 30 September
                                         and 30 December from and including 30
                                         March 2003 to and including the
                                         Termination Date, subject to adjustment
                                         in accordance with the Business Day
                                         Convention

Fixed Rate                               5.09000 pet per annum



<PAGE>

                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]


Bank Payments

Bank Payment Dates                       Every 30 March, 30 June, 30 September
                                         and 30 December from and including 30
                                         March 2003 to and including the
                                         Termination Date, subject to adjustment
                                         in accordance with the Business Day
                                         Convention

Bank Period End Dates                    Every 30 March, 30 June, 30 September
                                         and 30 December from and including 30
                                         March 2003 to and including the
                                         Termination Date, subject to adjustment
                                         in accordance with the Business Day
                                         Convention

Floating Rate

Weighted Average                         The Weighted Average of the Base Rate
                                         for each relevant Calculation Period.

Base Rate                                The arithmetic mean of the Base Rates
                                         in effect for each day in a Calculation
                                         Period determined by the Calculation
                                         Agent by multiplying each Base Rate by
                                         the number of days such Base Rate is in
                                         effect, determining the sum of such
                                         products and dividing such sum by the
                                         number of days in that Calculation
                                         Period.

                                         The Bank's published Sterling Base Rate
                                         expressed as a percentage rate per
                                         annum.

                                         For the purposes of this Agreement
                                         "GBP" and "Sterling" both mean the
                                         lawful currency of the United Kingdom.

Calculation Agent                        The Bank

Business Day                             London

Business Day Convention                  Modified Following

Additional Termination Event             None

Notices for Address

Bank                                     Address:      c/o RBS Financial
                                                       Markets, Level 3,
                                                       280 Bishopsgate,
                                                       London EC2M 4RB
                                         Attention:    Swaps Administration
                                         Telephone:    020 7375 5000
                                         Facsimile No: 0207334 1555



<PAGE>

                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]



Counterparty                            Address:
                                        Prestolite Electric
                                        Limited
                                        Larden Road
                                        Acton
                                        London
                                        W3 7RP
                                        Telephone:
                                        02087354561
                                        Facsimile No: 0208
                                        7462104




ACCOUNT DETAILS

Payments to the Counterparty            Please advise in return confirmation

Payments to the Bank                    For account of NatWest Bank Group

                                        Swaps Book
                                        [Swift NWIB GB2P SWP] with
                                        National Westminster
                                        Bank Pic, International Trade and
                                        Banking Services
                                        Account Number 04622618
                                        Sort Code 60-00-04
                                        [Swift NWBK GB 2L]

                                           PART B

TERMS AND CONDITIONS

The following terms and conditions will apply to the Transaction.

1. Calculation of Interest Amounts

On or as soon as practicable following the first Business Day (or in the case of
a Base Rate Swap, the last Business Day) of each Calculation Period the
Calculation Agent will determine the amount payable by each party in respect of
that Calculation Period on the Payment Date falling at the end of (or in the
case of a Base Rate Swap, next following) that Calculation Period (each a
"Payment") in accordance with the following formulae;

Counterparty Payment = Notional Amount x Fixed Rate x Day Count Fraction

Bank Payment = Notional Amount x Floating Rate x Day Count Fraction

"Base Rate Swap" means a Transaction pursuant to which the Floating Rate is
calculated by reference to the Bank's base lending rate.

"Calculation Period" means in respect of a party, each period from and including
one Period End Date for that party to, but excluding, the next following Period
End Date for such party during the term of this Transaction, except that the
initial Calculation Period will commence on, and include, the Effective Date and
(b) the final Calculation Period will end on, but exclude, the Termination Date:
and



<PAGE>

                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]


"Day Count Fraction" means the actual number of days in the Calculation Period
in respect of which payment is being made divided by 365.

"Effective Date" means the first day of the term of the Transaction, as
specified in Part A above.

"Payment Date" means, in respect of the Counterparty, each Counterparty Payment
Date and, in respect of the Bank, each Bank Payment Date.

"Period End Date" means each Payment Date, provided that in the case of a Base
Rate Swap it shall mean, in respect of the Counterparty, each date specified as
a Counterparty Period End Date in Part A, and in respect of the Bank, each date
specified as a Bank Period End Date in Part A.

"Termination Date" means the last day of the term of the Transaction, as
specified in Part A above.

The Calculation Agent will advise the parties of the Floating Rate, its
calculation of the Counterparty Payment and the Bank Payment on or about the
next following Payment Date.

2. Payments

On each Payment Date the parties will, subject to (1) the condition precedent
that no Event of Default or potential Event of Default with respect to the other
party has occurred and is continuing, and (2) the condition precedent that no
Early Termination Date in respect of the Transaction has occurred or been
effectively designated, make the Payments specified in Part A.

On each Payment Date each party's obligation to make payment of any amount will
be automatically satisfied and discharged and replaced by an obligation upon the
party by whom the larger amount would have been payable to pay to the other
party the excess of the larger amount over the smaller amount. If the amounts
payable by each party on any Payment Date are the same, then no payment shall be
made by either party on such Payment Date.

3. Business Days

Where "Following" is specified in Part A hereof as the applicable Business Day
Convention and a date on which a Payment Date is due to fall is not a Business
Day then such Payment Date will be the next following day that is a Business
Day.

Where "Modified Following" is specified in Part A hereof as the applicable
Business Day Convention and a date on which a Payment Date is due to fall is not
a Business Day then such Payment Date will be the next following day that is a
Business Day unless that day falls in the next calendar month, in which case
that Payment Date will be the first preceding day that is a Business Day.

"Business Day" shall mean (i) if "London" is specified in Part A as the
applicable Business Day, any day on which commercial banks are open for general
business in London, and (ii) if "TARGET" is specified in Part A as the
applicable Business Day, any day on which TARGET (the Trans-European Automated
Real-time Gross Settlement Express Transfer system) is open.

4. Events of Default

The occurrence of any one or more of the following in respect of either party
(the "Defaulting Party") shall be an Event of Default:



<PAGE>


                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]



     (a)   Either party does not make any payment when due under this Agreement
           and such failure is not remedied on or before the third Business Day
           after notice of such failure is given to the party;

     (b)   Either party shall be in default of any other obligation under this
           Agreement or any obligation under a transaction (including an
           agreement with respect thereto) now existing or hereafter entered
           into between the parties to this Agreement which is a rate swap
           transaction, basis swap, forward rate transaction, interest rate
           option, foreign exchange transaction, cap transaction, floor
           transaction, collar transaction, currency swap transaction,
           cross-currency rate swap transaction, currency option or any other
           similar transaction (including any option with respect to any of
           these transactions), which if capable of remedy is not remedied
           within 30 days after notice by the other party;

     (c)   Any representation or warranty given by the Counterparty in Section 8
           of this Agreement or otherwise or given by the Bank is incorrect or
           misleading in any material respect;

     (d)   Either party or its Credit Support Provider (as such term is defined
           in Section 4(e) below), (i) is dissolved (other than pursuant to a
           consolidation, amalgamation or merger); (ii) becomes insolvent or is
           unable to pay its debts or fails or admits in writing its inability
           generally to pay its debts as they become due; (iii) makes a general
           assignment, arrangement or composition with or for the benefit of
           its creditors; (iv) institutes or has instituted against it a
           proceeding seeking a judgment of insolvency or bankruptcy or any
           other relief under any bankruptcy or insolvency law or other similar
           law affecting creditors' rights, or a petition is presented for its
           winding-up or liquidation, and, in the case of any such proceeding
           or petition instituted or presented against it, such proceeding or
           petition (A) results in a judgment of insolvency or bankruptcy or
           the entry of an order for reliefer the making of an order for its
           winding-up or liquidation or (B) is not dismissed, discharged,
           stayed or restrained in each case within 30 days of the institution
           or presentation thereof; (v) has a resolution passed for its
           winding-up, official management or liquidation (other than pursuant
           to a consolidation, amalgamation or merger); (vi) seeks or becomes
           subject to the appointment of an administrator, provisional
           liquidator, conservator, receiver, trustee, custodian or other
           similar official for it or for all or substantially all its assets;
           (vii) has a secured party take possession of all or substantially
           all its assets or has a distress, execution, attachment,
           sequestration or other legal process levied, enforced or sued on or
           against all or substantially all its assets and such secured party
           maintains possession, or any such process is not dismissed,
           discharged, stayed or restrained, in each case within 30 days
           thereafter; (viii) causes or is subject to any event with respect to
           it which, under the applicable laws of any jurisdiction, has an
           analogous effect to any of the events specified in clauses (i) to
           (vii) (inclusive); or (ix) takes any action in furtherance of, or
           indicating its consent to, approval of, or acquiescence in, any of
           the foregoing acts, provided that where the Counterparty is a
           private individual the following amendments shall be deemed to apply
           in so far as this Section 4(d) applies to the Counterparty;

           (1)  Section 4(d)(i) will not apply to the Counterparty;

           (2)  the words "its winding up or liquidation" when they first appear
                in Section 4(d)(iv) are replaced with the words "a declaration
                of bankruptcy with respect to him" and the words "or the making
                of an order for its winding-up or liquidation" in Section
                4(d)(iv)(A) are omitted; and

           (3)  Section 4(d)(v) is amended to read as follows:

                "The Counterparty declares himself bankrupt".


<PAGE>
                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]


       (i)     either party or a party providing credit support in respect of
               the obligations of that party (a "Credit Support Provider") fails
               to comply with or perform any agreement or obligation to be
               complied with or performed by it in accordance with the relevant
               credit support arrangements if such failure is continuing after
               any applicable grace period has elapsed;

       (ii)    the expiration or termination of any credit support in respect of
               the obligations of that party or the failing or ceasing of such
               credit support arrangement to be in full force and effect for the
               purpose of this Agreement (in either case other than in
               accordance with their terms) prior to the satisfaction of all
               obligations of the relevant party under this Agreement without
               the prior written consent of the other party; or

       (iii)   either party or its Credit Support Provider disaffirms,
               disclaims, repudiates or rejects, in whole or in part, or
               challenges the validity of any credit support arrangements in
               respect of the obligations of that party.

The occurrence of the following in respect of the Counterparty (the "Defaulting
Party") shall constitute an Event of Default:

(f)    Any sums due from the Counterparty, whether such sum is due to the Bank
       or to any other person or entity, by way of borrowing or under any
       obligation of any description for the payment of money on the part of the
       Counterparty:

       (i) are not paid when due and demanded nor within any applicable grace
       period; or

       (ii) become due and payable prior to the scheduled due date or become
       capable of being declared, due and payable prior to the scheduled due
       date, in either case by reason of default or event of default (howsoever
       described) on the part of the Counterparty,

       provided that notwithstanding the foregoing, an Event of Default shall
       not occur under either (i) or (ii) above if (A) the failure to pay in (i)
       or the default referred to in (ii) arises out of a failure to pay caused
       by an error or omission of an administrative or operational nature, (B)
       funds were available to such party to make the relevant payment when due.
       and (C) such payment is made within three days following receipt of
       notice of such failure to pay."

       5. Termination Event

The following shall constitute

Termination Events:

(a)    Due to the adoption of, or any change in, any applicable law after the
       date on which this Transaction is entered into, or due to the
       promulgation of, or any change in, the interpretation by any court,
       tribunal or regulatory authority with competent jurisdiction of any
       applicable law after such date, it becomes unlawful for a party (which
       party or parties shall be the Affected Party) to perform any obligation
       to make or receive a payment in respect of this Agreement; and

(b)    Due to any action taken by a taxing authority, or brought in a court of
       competent jurisdiction, on or after the Trade Date, or a change in
       taxation legislation, the party (which will be the Affected Party) will,
       or there is a substantial likelihood that it will, on the next succeeding
       scheduled Payment Date, be required to deduct or withhold any amount for
       or on account of any tax or other assessment, and

(c)    Either party consolidates or amalgamates with, or merges with or into, or
       transfers all or substantially all of its assets to another entity, or
       any person or entity acquires directly or indirectly the beneficial
       ownership of equity securities having the power to elect a majority of
       the board of directors



<PAGE>

                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]


      of that party or otherwise acquires directly or indirectly the power to
      control the policy-making decisions of that party, and the
      creditworthiness of the resulting, surviving or transferee entity is
      materially weaker than that of that party (which party shall be the
      Affected Party) immediately prior to such action, provided that this
      Termination Event shall not apply to a Counterparty that is a private
      individual; and

(d)   Any Additional Termination Event as set out in Part A.

6. Notice of Termination

(a)   Immediately following the occurrence of an Event of Default or Termination
      Event the defaulting party or the party in respect of which the
      Termination Event occurs (in each case, the "Affected Party"), shall
      notify the other party (the "non-Affected Party"), specifying the nature
      of that Event of Default or Termination Event, and will also give such
      other information about that Event of Default or Termination Event as the
      other party may reasonably require.

(b)   The non-Affected Party may, in the notice described in Section 6(a) above
      or in a later notice, elect to designate a date on which the Transaction
      will terminate (the "Early Termination Date"), immediately whereupon each
      party shall be released and discharged from its obligations under the
      Transaction subject always to Section 7 below and providing always that
      the foregoing shall be without prejudice to any rights, obligations or
      liabilities of the parties hereto under the Transaction which may have
      accrued up to and including the date of such notice.

7. Payments on Termination

(a)   The Calculation Agent, in good faith and acting reasonably, will determine
      an amount, if any, (the "Termination Payment") that would be paid by
      (expressed as a positive) or to (expressed as a negative) the non-Affected
      Party in consideration of an agreement between the non-Affected Party and
      a Reference Market Maker that would have the effect of preserving for the
      non-Affected Party the economic equivalent of any payment in respect of
      the Transaction that would, but for the occurrence of the Early
      Termination Date, have been required after that date.

(b)   An amount will be payable equal to the amount determined by the
      Calculation Agent in accordance with Section 7(a) plus any amounts which
      have fallen due but remain unpaid as at the Early Termination Date owing
      to the non-Affected Party, and less any amounts which have fallen due but
      remain unpaid as at the Early Termination Date owing to the Affected
      Party.

(c)   If the amount determined in accordance with Section 7(b) above is a
      positive number, the Affected Party will pay that amount to the
      non-Affected Party; if it is a negative number then the non-Affected Party
      will pay that amount to the Affected Party.

(d)   Any amount payable under this Section 7 will, at the option of the
      non-Affected Party, be reduced by its set-off against any amounts payable
      (whether at such time or in the future or upon the occurrence of a
      contingency) by or to, as appropriate, the non-Affected Party
      (irrespective of the currency, place of payment or booking office of the
      obligation) under any other agreement(s) between the parties or
      instrument(s) or undertaking(s) issued or executed by one party to, or in
      favour of, the other party.

For the purposes of this Section 7, the term "Reference Market Maker" shall mean
a leading dealer in interest rate swaps that is (a) a dealer of the highest
credit standing which satisfy all criteria that the Calculation Agent applies
generally at the time in deciding whether to offer or to make an extension of
credit and (b) to the extent practicable, a dealer having an office in the same
city.



<PAGE>


                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]



8. Representations and Warranties

The Counterparty is deemed to represent and warrant to the Bank on the Trade

Date that:

(a)   it has full power and authority (corporate and otherwise) to enter into
      this Agreement and to exercise its rights and perform its obligations
      thereunder and has obtained all authorisations and consents necessary for
      it so to enter, exercise rights and perform obligations and such
      authorisations and consents are in full force and effect:

(b)   the obligations expressed to be assumed by it under this Agreement are
      legal and valid obligations binding on it in accordance with their terms:

(c)   all payments to be made by it under this Agreement may be made free and
      clear of, and without deduction for or on account of any taxes whatsoever.

(d)   it is entering into this Agreement solely for the purpose of reducing the
      risks associated with fluctuating rates of interest and not for the
      purpose of speculation.

(e)   In entering into this Agreement it is not relying upon the Bank in
      relation to any advice or forecast or estimate of future trends in
      relation to interest rates or otherwise nor in relation to the fiscal
      consequences of this Agreement.

(f)   It is acting for its own account, and it has made its own independent
      decisions to enter into this Agreement and as to whether this Agreement is
      appropriate or proper for it based upon its own judgement and upon advice
      from such advisers as it has deemed necessary. It is not relying on any
      communication (written or oral) of the Bank as investment advice or as a
      recommendation to enter into this Agreement; it being understood that
      information and explanations related to the terms and conditions of this
      Agreement shall not be considered investment advice or a recommendation to
      enter into this Agreement. It understands that no communication (written
      or oral) received from the Bank can be considered to be an assurance or
      guarantee as to the expected results of this Agreement.

(g)   It is capable of assessing the merits of and understanding (on its own
      behalf or through independent professional advice), and understands and
      accepts, the terms, conditions and risks of this Agreement. It is also
      capable of assuming, and assumes, the risks of this Agreement.

(h)   It is entering into this Agreement as principal (and not as agent or in
      any other capacity, fiduciary or otherwise).

(i)   The Counterparty has signed the Financial Services Act: Money Market
      Regulation agreement provided by the Bank prior to entering into this
      Agreement and acknowledges and confirms its agreement to the provisions
      and risk disclosures contained therein

9. Calculation Agent

(a)   Whenever the Calculation Agent is required to act or exercise judgment in
      any other way, it will do so in good faith and in a commercially
      reasonable manner.

(b)   Whenever the Calculation Agent is required to select Reference Market
      Makers for the purposes of making a calculation under Section 7, or
      determining a Floating Rate due to the unavailability of the relevant
      Telerate screen, the Calculation Agent shall make such selection or
      determination in good faith after consultation with the other party, if
      practicable, for the purposes of obtaining a representative rate



<PAGE>

                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]


       that will reasonably reflect conditions prevailing at the time in the
       relevant market or a representative Termination Payment as the case may
       be.

10. Notices

Any notice or communication shall be sent to the address or number of the
respective party as shown in Part A or such other address or number as may be
notified for this purpose and will be deemed effective;-

(a)   if in writing and delivered in person or by courier, on the date it is
      delivered;

(b)   if sent by facsimile transmission, on the date that transmission is
      received by the recipient (it being agreed that the burden of proving
      receipt will be on the sender and will not be met by a transmission report
      generated by the sender's facsimile machine);

(c)   if sent by certified or registered mail on the date that mail is delivered
      or its delivery is attempted; or

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Business
Day, in which ease that communication shall be deemed given and effective on the
first following day that is a Business Day.

11. Transfer

This Agreement may not be transferred (whether by way of security or otherwise)
by either party without the prior written consent of the other party, except
that either party, or where the Counterparty is a private individual, the Bank
only, may make such a transfer of this Agreement pursuant to a consolidation or
amalgamation with, or merger with or into, or transfer of all or substantially
all its assets to, another entity (but without prejudice to any other right or
remedy under this Agreement).

12. Tape Recording

Each party to this Agreement acknowledges and agrees to the tape recording of
conversations between the parties to this Agreement whether by one or other or
both of the parties and that such tape recordings may be submitted in evidence
to any court or legal proceedings for the purpose of establishing any mailers
relating to this Agreement.

13. No Waiver of Rights

A failure or delay in exercising any right, power or privilege in respect of
this Agreement will not be presumed to operate as a waiver, and a single or
partial exercise of any right, power or privilege will not be presumed to
preclude any subsequent or further exercise, of that right, power or privilege
or the exercise of any other right, power or privilege.

14. Joint and Several Liability

Where a party to this Agreement consists of two or more persons (whether as
partners or otherwise) their liability hereunder shall be joint and several. An
Event of Default shall be deemed to have occurred with respect to both or all of
such persons if any such event occurs in respect of any one of them. All
representations, warranties, statements, undertakings, terms and conditions
made, or agreed to, by a party shall be deemed to have been made by both or all
of such persons. Each of such persons hereby irrevocably authorises each of the
others to give and receive all communications hereunder and irrevocably
authorises the other party or parties to this Agreement to act on the basis of
such communication and to give any communication hereunder to any of



<PAGE>

                    [THE ROYAL BANK OF SCOTLAND LETTERHEAD]

the others. If a party receives conflicting notices it may act or decline to act
on the basis thereof as it, in its sole discretion, thinks fit. References in
this Agreement to a party that consists of two or more persons (whether as
partners or otherwise) as "it" or "its" will be replaced with the words "them",
"they" or "their" as appropriate in so far as they apply to that party.

15. Waiver of Jury Trial

Each party hereby waives any and all rights to trial by jury or suit, action or
proceeding arising out of or relating to this Agreement and acknowledges that
this waiver is a material inducement to the other party entering into this
Agreement.

16. Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
      understanding of the parties with respect to its subject matter and
      supersedes all oral communications and prior writings with respect
      thereto.

(b)   Counterparts. This Agreement (and each amendment, modification and waiver
      in respect of it) may be executed and delivered in counterparts (including
      by facsimile transmission), each of which will be deemed an original.

17. Governing Law

This Agreement shall be governed by and construed in accordance with English Law
and the parties hereto hereby submit to the non-exclusive jurisdiction of the
English courts for all purposes.

Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning a duly executed copy.

Confirmed as of the date first written
Yours faithfully                         Yours faithfully


                                        Name-/ Gaynor Kaye
                                        Title : Authorised Signatory
Name:                                   National Westminster
Title                                   Bank pic
Prestolite Electric Limited             London



<PAGE>

                     [THE ROYAL BANK OF SCOTLAND LETTERHEAD]



SCHEDULE A - D8550683

<TABLE>
<CAPTION>
      Calculation Period                           NOTIONAL AMOUNT
-----------------------------------------------------------------------
<S>                                         <C>
30 December 2002 - 30 March 2003            GBP  3,000,000.00
30 March 2003 - 30 June 2003                GBP  2,850,000.00
30 June 2003 - 30 September 2003            GBP  2,700,000.00
30 September 2003 - 30 December 2003             vGBP  2,550,000.00
30 December 2003 - 30 March 2004            GBP  2,400,000.00
30 March 2004 - 30 June 2004                      GBP  2,250,000.00
30 June 2004 - 30 September 2004            GBP  2,100,000.00
30 September 2004 - 30 December 2004              GBP  1,950,000.00
30 December 2004 - 30 March 2005            GBP  1,800,000.00
30 March 2005 - 30 June 2005                      GBP  1,650,000.00
30 June 2005 - 30 September 2005            GBP  1,500,000.00
30 September 2005 - 30 December 2005              GBP  1,350,000.00
30 December 2005 - 30 March 2006            GBP  1,200,000.00
30 March 2006 - 30 June 2006                      GBP  1,050,000.00
30 June 2006 - 30 September 2006            GBP   900,000.00
30 September 2006 - 30 December 2006              GBP     750,000.00
30 December 2006 - 30 March 2007            GBP   600,000.00
30 March 2007 - 30 June 2007                      GBP     450,000.00
30 June 2007 - 30 September 2007            GBP   300,000.00
30 September 2007 - 30 December 2007              GBP     150,000.00
</TABLE>



All dates are subject to adjustment in accordance with the Business Day
Convention